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22-1261ORDINANCE NO. 22-1261 AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPALCORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITHJ.C. COMMERCIAL, INC., FOR THE FLEET MAINTENANCE EXPANSION PROJECT;PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING ANEFFECTIVE DATE (CSP 7750 – AWARDED TO J.C. COMMERCIAL, INC., IN THE NOT-TO- EXCEED AMOUNT OF $5,692,326.00). WHEREAS, the City has solicited, received, and evaluated competitive proposals for theFleet Maintenance Expansion project; and WHEREAS, the City Manager, or a designated employee, has received, reviewed and recommended that the herein described proposals are the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the competitive sealed proposals; and WHEREAS, this procurement was undertaken as part of the City’s governmental function; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and acceptedherein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items in the following numbered competitive sealed proposal for materials, equipment, supplies, or services shown in the “Competitive Sealed Proposals” on file in the office of the Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the competitive sealed proposal. CSPNUMBER CONTRACTOR AMOUNT 7750 J.C. Commercial, Inc. $5,692,326.00 SECTION 2. That by the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms, specifications, standards, quantities, and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. SECTION 3. That should the City and person submitting approved and accepted items wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager, or their designated representative, is hereby authorized to execute the written contract which shall be attached hereto; provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantities, and specified sums contained in the Proposal and related documents herein approved and accepted. SECTION 4. The City Council of the City of Denton, hereby 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 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. Th, m,ti,„ t, ,pp„„, thi, „di„,„„ w„ m,de by JeSSe huts and seconded by Vi(A %ran . The ordinance was passed and approved by the following vote n - a]: Aye Nay Abstain Absent Mayor Gerard Hudspeth:Vicki Byrd, District 1 :Brian Beck, District 2: Jesse Davis, District 3 :Alison Maguire, District 4 : Brandon Chase McGee, At Large Place 5 : Chris Watts, At Large Place 6: \/ IZ t// \/ \/ P/ b/ PASSED AND APPROVED thi, th, agM day of N L\\\111111111 ATTEST: ROSA RIOS, CITY SECRETARY APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY Digitally signed by Marcella DN: cn=Marcella Lunn. o. JW#b ::=i!.:, St:=F,nH,@,ity,fd,-Hon.com.tHJF––---Date: 2022.06.16 10:44:18 -05'OO' A,„ \N,c\'cM£\ DocuSign Envelope ID: BC481EDD-599240A3-A8B0-34409530404A DENTON Docusign City Council Transmittal Coversheet RFP 1 7750 File Name Fleet Expanslon Projec PurchasingContact chrIsta chrlstIan City Council Target Date JUNE 28’ 2022 Piggy Back Option Contract Expiration Ordinance t Not Applicab1 e N/A AIL - IA VI DocuSign Envelope ID: BCH81EDD-5992z10A3-A8B0-34409530404A Document A101'2017 Standard Form of Agreement Between Owner and Contractor where the basis of payment is a Stipulated Sum AGREEMENT made as of the Twenty-Two (in words, indicate day, month and year.) _day of _in the year Two Thousand and BETWEEN the Owner: (Name, legal status, address and other information)This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. City of Denton 215 East McKinney StreetDenton, TX 76201W93 The parties should complete A101€b2017, Exhibit A, Insurance and Bonds, contemporaneously with this Agreement. AIA Document A201cEb2017, General Conditions of the Contract for Construction, is adopted in this document byreference. Do not use with other general conditions unless this document is modified. and the Contractor: (Name, legal status, address and other information) J.C. Commercial, Inc 1801 Lakepointe DriveSuite 129 Lewisville, TX 75057 for the following Project: (Name, location and detailed description) Fleet Services Expansion804 Texas Street Denton. TX 76209 The Architect: (Name, legal status, address and other information) Nelson + Morgan Architects, Inc.2717 Wind River Lane Suite 230 Denton. TX 76210 The Owner and Contractor agree as follows. Init. / AIA Document A101®- 2017. Copyright © 1915, 1918, 1925, 1937. 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017 by TheAmerican Institute of Architects. All rights reserved. The “American Institute of Architects," “AIA," the AIA Logo, "A101," and “AIA Contract Documents” areregistered trademarks and may not be used without permission. This document was produced by AIA software at 16:44:42 ET on 06/10/2022 under OrderNo.21143329:M which expires on 06/09/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments® Terms of Service. To report copyright violations, e-mail copyright@aia.org .User Notes: a 179407670) 1 DocuSign Envelope ID: BC481EDD-599240A3-A8B0-34409530404A TABLE OF ARTICLES 1 2 THE CONTRACT DOCUMENTS THE WORK OF THIS CONTRACT 3 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION 4 CONTRACT SUM 5 PAYMENTS 6 DISPUTE RESOLUTION 7 TERMINATION OR SUSPENSION 8 MISCELLANEOUS PROVISIONS 9 ENUMERATION OF CONTRACT DOCUMENTS I EXRiB++A–WSURAHGEARDBeRDS ARTICLE 1 THE CONTRACT DOCUMENTS The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary, and otherConditions), 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. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations, or agreements, either written or oral. An enumeration of the Contract Documents, other than a Modification, appears in Article 9. If anything in the other Contract Documents is inconsistent with this Agreement, this Agreement shall govern. $ 1.2 if, and to the extent of, any inconsistency, ambiguity, discrepancy or error in the Contract Documents (referredto collectively in this Section 1.2 as discrepancy), the Contractor shall immediately seek clarification from the Architect and notify the Owner and Contractor that clarification has been requested. In the event that the Architect fails to clarify such discrepancy, within a reasonable time under the circumstances, the Contractor shall proceed with the Work without the clarification based on 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-Contractor Agreement, including all exhibits not specifically referenced in this Section 1.2; .2 the Owner-Contractor Agreement; .3 Addenda issued prior to the execution of the Owner-Contractor Agreement, with the Addenda bearinR the latest date taking precedence; .4 the General Conditions of the Contract for Construction .5 Exhibit "B" - Drawings and Specifications; ARTICLE 2 THE WORK OF THIS CONTRACT The Contractor shall fully execute the Work described kin, and reasonably inferable by the Contractor as necessary to provide the results intended by the Contract Documents, except as specifically indicated in the Contract Documents to be the responsibility of others.others: and the Contractor at its sole cost, risk, and expense shall construct, equip, provide purchase, pay for, and furnish all of the Work in accordance with such Contract Documents. Init AIA Document A101o- 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017 by TheAmerican Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA,” the AIA Logo, -A101," and “AIA Contract Documents" areregistered trademarks and may not be used without permission. This document was produced by AIA software at 16:44:42 ET on 06/10/2022 under OrderNo.2114332934 which expires on 06/09/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments® Terms of Service. To report copyright violations, e-mail copyright@aia.org.User Notes: (1179407670) 2 DocuSign Envelope ID: B(}181EDD-5992d10A3-A8B0-:>+409530404A $ 2.1 An Index of Drawings and Specifications which have been furnished to the Contractor as of the date of thisAgreement is set forth in Exhibit "B" – Drawings and Specifications. S 2.2 The Contractor shall not be entitled to any adjustments in the Contract Sum or the Contract Time as a result of any action, or failure to act, in connection with any work or other services performed by the Contractor, or any entity affiliated with the Contractor, for portions of the Project other than the Work, such as, without limitation, other projects for this Owner or nearby the Project site, whether such work or other services are performed under contract with the Owner or an independent third party. $ 2.3 The Contractor shall proceed with performance of the Work as required by the Contract Documents and shall not modify such requirements unless such modifications are accepted by the Owner in a Change Order or Construction Change Directive. The Contractor shall not be entitled to receive any additional fees as a result of any modification requests or recommendations submitted by the Contractor. $ 2.4 Tbc Contractor shall furnish only skilled and properly tIained staff for the performance of the Work, The key members of the Contractor’s staff shall be persons agreed upon with the Owner and Contractor and identified in Exhibit "C" – Key Personnel, which is attached hereto and incorporated herein for all purposes. $ 2.4.1 Such key members of the Contractor’s staff shall not be changed without the written consent of the Owner and Contractor, unless such person becomes unable to perform any required duties due to death, disability or termination of employment with the Contractor. If a key member is no longer capable of performing in the capacity described inExhibit "C" – Key Personnel, the Owner, Contractor and the Contractor shall agree on a mutually acceptablesubstitute $ 2.4.2 During the performance of the Work, the Contractor shall keep a competent superintendent at the Project sitewho is fully authorized to act on behalf of the Contractor. Notice from the Owner, Contractor or the Architect to such superintendent, in connection with defective Work, instructions for performance of the Work or any and all otherissues shall be considered notice of such issues to the Contractor. ARTICLE 3 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION S 3.1 The date of commencement of the Work shall be: (Check one of the foIIo\yjng boxes.) [ ] The date of this Agreement. [A date set forth in a notice to proceed issued by the Owner. E +£s+ab}ishe&a gallo (Insert a date or a means to determine the date of commencement of the Work.)issued in two parts: commencement of Preconstruction Services and commencement of construction of the Work. Each shall be fixed in a separate Notice to Proceed issued by the Owner to the Contractor no less than three (3) calendar days prior to the applicable date ofcommencement. The construction of the Work to be performed under this Contract shall be commenced within three (3) calendar days after receipt of a building permit and Owner’s Notice to Proceed. (Insert the date of commencement if it differs from the date of this Agreement or, if applicable, state that the date will be fIled in a notice to proceed.) Agreement.Currently anticipated commencement date is 29 JUN 2022 for Preconstruction Services and 13 JUL 2022 for construction of the Work. Issuance of a Notice to Proceed for construction of the Work is subject to Owners acceptance of the Contractor’s proposed Construction Management Plan, and receipt of a building permit. The Contractor shall notify the Owner in writinR, with confirmation of receipt, not less than three (3) business days before commencing the Work on the Project site. Init. / AIA Document A1016- 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017 by TIleAmerican Institute of Architects. All rights reserved. The "American Institute of Architects.- "AIA," the AIA Logo, "A101," and “AIA Contract Documents” areregistered trademarks and may not be used without permission. This document was produced by AIA software at 16:44:42 ET on 06/10/2022 under OrderNo.2114332934 which expires on 06/09/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocumentso Terms of Service. To report copyright violations, e-mail copyright@aia.orgUser Notes: O 179407670) 3 DocuSign Envelope ID: BC481EDD-5992-+0A3-A8B0-34409530404A S 3.2 The Contract Time shall be measured from the date of commencement of the Work. S 3.3 Substantial Completion S 3.3.1 Subject to adjustments of the Contract Time as provided in the Contract Documents, the Contractor shall diligently prosecute the Work and shall achieve Substantial Completion of the entire Work: (Check one of the following boxc5 and complete the necessary information.) Ed ++oHatenthan +) calendar days from the date of commonccmcnt of tho Work. F-+By the follow'ing date: Work by the date as shown in Section 3.3.2 below. $ 3.3.2 Subject to adjustments of the Contract Time as provided in the Contract Documents, +portions of the Work areto be completed prior to Substantial Completion of the entire Work, therefore the Contractor shall achieve Substantial Completion of such portions by the following dates: Portion of Work Substantial Completion Date Preconstruction Services Not Applicable Construction Three Hundred Sixty-Five (365) Calendar Days fromNotice to Proceed. Such Notice to Proceed to beqin three(3) days after the buildinq permit is issued. S 3.3.3 if the Contractor fails to achieve Substantial Completion as provided in this Section 3.3, liquidated damages, # any, shall be assessed as set forth in Section 4.5.shall be as specified in Section 8.6 of Exhibit A - A201, 2017 GeneralConditions. ARTICLE 4 CONTRACT SUM S 4.1 The Owner shall pay the Contractor the Contract Sum in current funds for the Contractor’s performance of theContract. The Contract Sum shall be five million six hundred ninety-two thousand three hundred twenty-six dollars ($ 5,692,326.00 ), subject to additions and deductions as provided in the Contract Documents. $ 4.1.1 The Contract Sum includes Owner’s Contingency of seven hundred forty-eight thousand seven hundred forty-six dollars ($ 748,746_). The "Owner’s Contingency" is for the Owner’s exclusive use in absorbing the increased scope of Cost of the Work items (if any) within the Contractor’s Stipulated Sum. Any Owner’s authorization of the Contractor’s use of the Owner’s Contingency shall be in writing prior to any such use by the Contractor. S 4.2 Alternates $ 4.2.1 Alternates, if any, included in the Contract Sum: Item See Exhibit "D" – Alternates Price S 4.2.2 Subject to the conditions noted below, the following alternates may be accepted by the Owner followingexecution of this Agreement. Provided, however, that the Contractor shall furnish the Owner with no less than fourteen (14) days prior written notice of the date upon which any of the alternatives set forth in Exhibit "D" – Alternates, must be accepted by the Owner in order for the Contractor to perform the Work covered by such alternates for the price(s) set forth therein; and without any adjustment to a Contractual Milestone date, the Contractor’s Construction Schedule or the Contract Time. Upon acceptance, the Owner shall issue a Modification to this Agreement (Insert below each alternate and the conditions that must be met for the Owner to accept the alternate.) I Init. / Item Price Conditions for Acceptance See Exhibit "D" – Alternates AIA Document A101o- 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, -A101," and “AIA Contract Documents- areregistered trademarks and may not be used without permission. This document was produced by AIA software at 16:44:42 ET on 06/10/2022 under OrderNo.2114332934 which expires on 06/09/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments® Terms of Service. To report copyright violations, e-mail copyright@aia,org .User Notes: (1179407670) 4 DocuSign Envelope ID: B0181 EDD-5992djOA3-A8B0-:P+409530404A S 4.3 Allowances, if any, included in the Contract Sum: (Identify each allowance.) I Item See Exhibit "E" – Allowances Price S 4.4 Unit prices, if any: prices are set forth in the Exhibit "F" – Unit Price Proposal Form, and such unit prices are considered complete and include all materials, equipment, labor, delivery, installation, overhead, and profit; and any other costs or expenses in connection with, or incidental to, the performance of that portion of the Work to which such unit prices apply. I I Item Units and Limitations Price per Unit ($0.00) See Exhibit "F" – Unit Price Proposal Form S 4.5 Liquidated damages, if any:(Insert terms and conditions for liquidated damages, if any.) See Exhibit A – A201 2017 General Conditions of the Contract S 4.6 Other: (Insert provisions for bonus or other incentives, if any, that might result in a change to the Contract Sum.) S 4.7 By executing this Agreement and furnishing the Owner with both Exhibit "E" – Allowances and Exhibit "G" – Initial Schedule of Values, the Contractor represents and warrants that the Contract Documents, materials, and information furnished by the Contractor as of the date of this Agreement, and the ongoing discussions and meetings between the Contractor and the Owner and Architect have described the scope, construction requirements and design intent for the Work in detail sufficient to enable the Contractor to firmly establish the Contract Sum and the Contract Time. The Contractor shall not be permitted to claim any adjustment in either the Contract Sum or Contract Time priorto Notice to Proceed in connection with the completion of the Work except as described in the Contract Documents. ARTICLE 5 PAYMENTSS 5.1 Progress Payments S 5.1.1 Based upon Applications for Payment submitted to the Architect by the Contractor includinR all supporting documentation required by the Owner and submitted to the Architect and Owner by the Contractor; its review by theArchitect and Owner; and Certificates for Payment issued by the Architect, the Owner shall make progress payments on account of the Contract Sum to the Contractor as provided below and elsewhere in the Contract Documents. irt)'five ( 35 ) cal .a S 5.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the+norrt+h+++9+o};owemonth. S 5.1 .3 Provided that ana certifiable Application for Payment is received approved by the Architect not later than the twenty-fifth (25th) day of a month, the Owner shall make payment of the amount certified to the Contractor not later than the thirtieth (30th) day of the following month. If ana certifiable Application for Payment is received by theArchitect after the application date fixed above, payment of the amount certified shall be made by the Owner not later than ( ) days after the Architect receives the Application for Payment. (Federal, state or local Ian's may require payment within a certain period the Architect approves the Application for Payment. S 5.1 .4 Each Application for Payment shall be based on the most recent schedule of values submitted by the Contractor in accordance with the Contract Documents, and approved in advance by the Owner and Architect in accordance with the Contract Documents and the Construction Management Plan. The schedule of values shall allocate the entire Init. / AIA Document A101® - 2017. Copyright © 1915. 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987. 1991, 1997, 2007 and 2017 by TheAmerican Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA,” the AIA Logo, "A101." and “AIA Contract Documents” areregistered trademarks and may not be used without permission. This document was produced by AIA software at 16:44:42 ET on 06/10/2022 under OrderNo.2114332934 which expires on 06/09/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocumentso Terms of Service. To report copyright violations, e-mail copyright@aia.org,User Notes: 0179407670) 5 DocuSign Envelope ID: BC481EDD-5992-+0A3-A8B0-34409530404A Contract Sum among the various portions of the Work. The schedule of values shall Work and be prepared in such form, and supported by such data to substantiate its accuracy, as the Owner and Architect may require. This scheduleof values values, unless objected to by the Owner or Architect, shall be used as a basis for reviewing the Contractor’s Applications for Payment. S 5.1.5 Applications for Payment shall show the percentage of completion of each portion of the Work as of the end ofthe period covered by the Application for Payment. S 5.1.6 in accordance with Exhibit A – AIA Document A20jTM–2017, General Conditions of the Contract for Construction, and subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as follows: S 5.1.6.1 The amount of each progress payment shall first include: .1 That portion of the Contract Sum properly allocable to completed Work;.2 That portion of the Contract Sum properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the completed construction, or, if approved in advance by the Owner, suitably stored off the site at a location agreed upon in writing; andThat portion of Construction Change Directives that the Architect determines, in the Architect’s professional judgment, to be reasonably justified. 3 55.1 .6.2 The amount of each progress payment shall then be reduced by: .1 The aggregate of any amounts previously paid by the Owner; .2 The amount, if any, for Work that remains uncorrected and for which the Contractor or Architect has previously withheld or nullified a Certificate for Payment as provided in Article 9 of Exhibit A – AIA Document A201–2017; Any amount for which the Contractor does not intend to pay a Subcontractor or material supplier, unless the Work has been performed by others the Contractor intends to pay; 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 providedin Article 9 of Exhibit A – AIA Document A201–2017: and Retainage withheld pursuant to Section 5.1.7. 3 4 5 $ 5.1.7 Retainage S 5.1 .7.1 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.) t Five Percent (5.0%) I S 5.1.7.1.1 The following items are not subject to retainage: (Insert any items not subject to the withholding ofretainage, such as general conditions, insurance, etc.) Not Applicable 55.1 .7.2 Reduction or limitation ofretainage, if any, shall be as specified in Section 9.4.3 of Exhibit A – AIADocument A201 – 2017, General Conditions follows: (if the retainage established in Section 5.1.7.1 is to be modifIed prior to Substantial Completion of the entire Work, including modifIcations for Substantial Completion of portions of the Work as provided in Section 3.3.2, insert provisions for such modifcations.) foIIo\vs:Omitted. Init. / AIA Document A101® - 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017 by TbeAmerican Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA,” the AIA Logo, -A101," and “AIA Contract Documents” areregistered trademarks and may not be used without permission. This document was produced by AIA software at 16:44:42 ET on 06/10/2022 under OrderNo.2114332934 which expires on 06/09/2023, 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: 0179407670) 6 DocuSign Envelope ID: BG+81EDD-5992z10A3-A8B0-3#109530404A (Insert any other conditions for release ofretainage upon Substantial Completion.) I Not Used §5.1.80mitted. S 5.1 .9 Except with the Owner’s prior approval, the Contractor shall not make advance payments to suppliers for materials or equipment which have not been delivered and stored at the site. $ 5.1.10 Each Application for Payment shall, without limitation, conform with the requirements of Exhibit A – AIA A201 2017 General Conditions of the Contract for Construction, as amended. $ 5.1.11 in taking action on the Contractor’s Applications for Payment, the Owner and Architect shall be entitled torely on the accuracy and completeness of the information furnished by the Contractor and shall not be deemed to represent that the Owner or Architect have made a detailed examination, audit or arithmetic verification of the documentation submitted in accordance with this Section 5.1.4 or other supporting data; that the Owner or Architect have made exhaustive or continuous on-site inspections; or that the Owner or Architect have made examinations to ascertain how or for what purposes the Contractor 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 inthe sole interest of the Owner. $ 5.1.12 Except with the Owner’s prior approval, the Contractor shall not make advance payments to suppliers for materials or equipment which have not been delivered and stored at the site, and even with such approval theContractor shall follow the procedures in the Contract Documents for such payments. $ 5.1 .13 in addition to other required items, the final Application for Payment shall be accompanied by the following, all in form and substance satisfactory to the Owner and in compliance with applicable statutes of the State of Texas all in a form acceptable to the Owner: .1 A current sworn statement from the Contractor setting forth all Subcontractors and any material suppliers with whom the Contract has entered into subcontracts; the amount of each such subcontract; the amount requested for any Subcontractor or material supplier in the Application for Payment; and theamount to be paid to the Contractor from such final payment; .2 A current, duly executed waiver of mechanics’ and material suppliers’ liens from the Contractor conditional upon establishing receipt of payment or satisfaction of the payment requested by theContractor in the current Application for Payment; .3 A current Subcontractor’s lien waiver for the current period, conditional only on payment from the Contractor. and duly executed, acknowledged sworn statement showing all Sub-subcontractors and material suppliers with whom the Subcontractor has entered into sub-subcontracts, the amount of each such sub-subcontract, the amount requested for any Sub-subcontractor and material supplier in the requested progress payment, and the amount to be paid to the Sub-subcontractor from such final payment to the Subcontractor; .4 A current, duly executed unconditional final waiver of mechanics’ and material suppliers’ liens fromthe Contractor and all Subcontractors and, when deemed appropriate by the Owner and Architect, from material suppliers and Sub-subcontractors establishing payment or satisfaction of payments of all amounts requested by the Contractor on behalf of such entities or persons in any previous Applicationsfor Payment .5 A final certificate of occupancy issued by the appropriate governmental body in which the project islocated Init. / AIA Document A101€’- 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017 by TheAmerican Institute of Architects. All rights reserved. The "American Institute of Architects,” "AIA,” the AIA Logo, "AIOI," and “AIA Contract Documents” areregistered trademarks and may not be used without permission. This document was produced by AIA software at 16:44:42 ET on 06/10/2022 under OrderNo.21143329:A which expires on 06/09/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments® Terms of Service. To report copyright violations, email copyright@aia.org.User Notes: 0179407670) 7 DocuSign Envelope ID: BC481EDD-599240A3-A8B0-34409530404A .6 All maintenance and operating manuals; .7 Digitally marked, fully accessible electronic files (not "plot files" or "PDFs") of both field record drawings and specifications reflecting "as-built" conditions; .8 Digitally marked, accurately dimensioned, and fully accessible electronic files (not "plot files" or"PDFs") of drawings reflecting the location of any concealed utilities, mechanical or electrical systems, and components; .9 any special guarantees or warranties required by the Contract Documents; .10 assignments of all guarantees and warranties from subcontractors, vendors, suppliers, or manufacturers; .11 a list of the primary contact names, email addresses, physical addresses, and telephone numbers of all Subcontractors and any other persons providing guarantees and warranties; .12 all information and materials required to comply with the requirements of the Contract Documents or reasonably requested by the Owner. or the Architect; and .13 if required by the Owner’s title insurer, if any, the Contractor shall execute a personal gap undertaking in form and substance satisfactory to such title insurer. S 5.2 Final PaymentS 5.2.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to theContractor when .1 the Contractor has fully performed the Contract except for the Contractor’s responsibility to correct Work as provided in Article 12 of Exhibit A – AIA Document A20 l–2017, and to satisfy other requirements, if any, which extend necessarily survive beyond final payment; and a final Certificate for Payment has been issued by the Architect.the Architect; and the Contractor has provided and the Owner has accepted as correct all the information and documents required under Section 5.1.13 above; and a complete release of all claims arising out of, related to or connected with Contractor’s performance of the respective Phase under this Agreement, and any claims of Subcontractors, subject to any claimsreserved in accordance with the terms of the General Conditions and an affidavit that so far as Contractor has knowledge or information, the release includes and covers all materials and services over which Contractor has control for which a claim could be filed, subject to any claims reserved inaccordance with the terms of the General Conditions .2 .3 .4 S 5.2.2 The Owner’s final payment to the Contractor shall be made no later than 30 days after the issuance of the Architect’s final Certificate for Payment, or as follows: S 5.3 Interest and payable within thirbr (30) days of the date the Owner receives the Contractor’s approvable invoice, unless a different date for payment is provided under this Agreement. Amounts unpaid shall bear interest at the legal rate allowed by Texas Government Code Ch. 2251 . (in.of intc,Id+tpon I/any .)'f agt+ +00 Init.AIA Document AIOlo- 2017. Copyright © 1915, 1918, 1925. 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017 by TheAmerican Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA,” the AIA Logo, "A101," and “AIA Contract Documents” areregistered trademarks and may not be used without permission. This document was produced by AIA software at 16:44:42 ET on 06/10/2022 under OrderNo.2114332934 which expires on 06/09/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments® Terms of Service. To report copyright violations, e.mail copyright@aia.orgUser Notes: O 179407670) 8 DocuSign Envelope ID: BC481EDD-5992JtOA3-A8B0-3zP+09530404A ARTICLE 6 DISPUTE RESOLUTION $ 6.1 1nitial Decision Maker The Architect Owner will serve as the Initial Decision Maker pursuant to Article 15 of AIA Document ,M01 2017, h4akenA20 l–2017. (if the parties mutually agree, insert the name, address and other contact information of the Initial Decision Maker, ifother than the Architect.) S 6.2 Binding Dispute Resolution For any Claim subject to, but not resolved by, mediation or other alternative dispute resolution method as mutuallyagreed by the parties ("ADR") pursuant to Article 15 of Exhibit A – AIA Document A201–2017, the method of binding dispute resolution shall be as follows: (Check the appropriate box.) a I I I E-}Arbitration pursuant to Section 15.4 of AIA Document A201 2017 [XJ [] Litigation in a court of competent jurisdictionjurisdiction. Other (S,pceUy) competent jurisdiction. ARTICLE 7 TERMINATION OR SUSPENSION S 7.1 The Contract may be terminated by the Owner or the Contractor as provided in Article 14 of AIA DocumentA201 2017.Exhibit A – AIA Document A:201–2017, as amended. $ 7.1.1 if the Contract is terminated for the Owner’s convenience in accordance with Article 14 of Exhibit A – AIA Document A201–2017, then the Owner shall pay the Contractor a termination fee as follow's:compensation calculated in the manner as specified in Section 14.4.3 of Exhibit A – AIA Document A201–2017, as amended. (Insert the amount of, or method$r determining, theRe, if any, payable to the Contractor following a termination Br the Owner’s convenience.) S 7.2 The Work may be suspended by the Owner as provided in Article 14 of AIA Document ,M01 2017.Exhibit A –AIA Document A20 l–2017, as amended. $ 7.3 in the event of such termination by the Owner, the amount to be paid to the Contractor shall not exceed theamount the Contractor would have been entitled to receive under Article 5 above. $ 7.4 in no event shall the Contractor be entitled to receive "Lost Opportunity Costs", defined as unabsorbed overhead costs or unrealized profit on this Work, future work for this Owner, other owner(s), other work, foregone opportunitiesfor the Contractor, or other costs not directly and verifiably associated with services actually performed or Worksuccessfully completed under this Agreement. ARTICLE 8 MISCELLANEOUS PROVISIONS S 8.1 All references in this Agreement to Exhibit A - AIA Document A201-2017, shall mean the AIA Document A201–2017, General Conditions of the Contract for Construction, as modified and amended by the parties hereto. Init. / AIA Document A101o- 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967. 1974, 1977, 1987. 1991, 1997, 2007 and 2017 by TheAmerican Institute of Architects. All rights reserved. The "American Institute of Architects.” "AIA." the AIA Logo. "A101," and “AIA Contract Documents” areregistered trademarks and may not be used without permission. This document was produced by AIA software at 16:44:42 ET on 06/10/2022 under OrderNo.2114332934 which expires on 06/09/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocumentso Terms of Service. To report copyright violations, e-mail copyright@aia.org.User Notes: O 179+07670) 9 DocuSign Envelope ID: BC481EDD-599240A3-A8B0-34409530404A 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 ContractDocuments. S 8.2 The Owner’s representative: (Name, address, email address, and other information) Sara Hensley City of Denton City Manager215 East McKinney Street Denton, Texas 76201W93 Sara.Hensley@cityofdenton.com S 8.3 The Contractor’s representative: (Name, address, email address, and other information) LarTy WagnerJ.C. Commercial, Inc.Chief Executive Officer 1801 Lakepointe Drive. Suite 129 Lewisville, TX 75057 (972) 436-4622 LarWW@jccom.com § 8.4 Neither the Owner’s nor the Contractor’s representative shall be changed without ten days’ prior notice to theother party. S 8.5 Insurance and Bonds S 8.5.1 The Owner and the Contractor shall purchase and maintain insurance as set forth in AIA Document Stipulated Sum, Exhibit A, Insurance and Bonds, Exhibit A – A201 General Conditions and elsewhere in the ContractDocuments. +he€o£!+ra€+1Doeurr}err+bOmitted. otherwise set forth below:Omitted. generate a read receipt for the transmission.) I Not Used $ 8.7 Other provisions:Conditions and Services: $ 8.7.1 The Contractor represents and warrants the following to the Owner (in 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 ofthis Agreement, and final completion of the Work: .1 The Contractor is financially solvent, capable of obtaining adequate insurance, able to pay all debts asthey mature and possessed of sufficient working capital to complete the Work and perform all Init. / AIA Document AI01®- 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017 by TheAmerican Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA,” the AIA Logo, "A101," and “AIA Contract Documents" areregistered trademarks and may not be used without permission. This document was produced by AIA software at 16:44:42 ET on 06/10/2022 under OrderNo.2114332934 which expires on 06/09/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments® Terms of Service. To report copyright violations, e-mail copyright@aia,orgUser Notes: (1179407670) 10 DocuSign Envelope ID: BC481EDD-5992JtOA3-A8B0-3&109530404A obligations hereunder; .2 The Contractor is able to furnish the physical infrastructure, tools, materials, supplies, equipment andsupervision, and labor required to complete the Work and perform its obligations hereunder and has sufficient experience and competence to do so i .3 The Contractor 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 overthe Contractor and over the Work and the Project; .4 The Contractor’s execution of this Agreement and performance thereof is within the Contractor’s duly-authorized powers; .5 The Contractor’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 Contractor 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, skill and diligence of such acontractor .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 Contractor’s duties, obligations, and performance hereunder;and .8 The Contractor acknowledges that the Owner is relyinR upon the Contractor’s skill and experience inconnection with the proper, timely and diligent prosecution of the Work. $ 8.7.2 in the event any provision contained in this Agreement conflicts with any provision contained in the Contract Documents, the more stringent provision for the Contractor, as interpreted by the Owner, shall govern. $ 8.7.3 Some or all of the Owner’s duties, approvals and actions required under this Agreement may be provided by 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 Contractor will recognize the actions and approvals of the third party assufficient to fulfill the Owner’s responsibilities under this Agreement. $ 8.7.4 The Contractor shall provide sufficient supporting documentation in form and with a level of detail wholly acceptable to the Owner and Contractor to substantiate any Application for Payment, request for Change to theContract Sum or Contract Time, and all contract Allowances provided within the Contractor’s Contract Sum for this scope of work. Failure to timely provide all supporting documentation, in and of itself, may result in rejection of the Application for Payment or requested change to the Contract Sum or Contract Time, or payment for work charged tothe Allowance(s). $ 8.7.5 Proof of purchase and warehouse insurance naming the Owner, Contractor and Architect as additional insure cis, together with inspection rights for the Owner, Contractor and Architect is to be provided for any billedmaterials by the Contractor for the work not physically stored at the Project site. $ 8.7.6 Time limits set out in or under this Agreement are solely for the protection and benefit of the Owner and createno third-party beneficiary rights in any other party. $ 8.7.7 Notices. All legal notices, consents, approvals, demands, requests or other communications provided for orpermitted 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 prepaid, and addressed as follows: If to Owner: Init.AIA Document A101€’- 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017 by TIleAmerican Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA,” the AIA Logo, "A101." and “AIA Contract Documents" areregistered trademarks and may not be used without permission. This document was produced by AIA software at 16:44:42 ET on 06/10/2022 under OrderNo.2114332934 which expires on 06/09/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments® Terms of Service. To report copyright violations, e-mail copyright@aia.org.User Notes: 0179407670) 11 DocuSign Envelope ID: BC481EDD-599240A3-A8B0-34409530404A Sarah Hensley City Manager City of Denton 215 East McKinney Street Denton, Texas 76201 And with a copy to City Attorney’s point of contact: Mack Reinwand eityaBaB_on215 East McKinney St. Denton, TX 76201 If to Contractor: LarTy WagnorJ.C. Commercial, IncChief Executive Officer 1801 Lakepointe Drive, Suite 129 Lewisvi ile, TX 75057U94 LarWW@jccom.com $ 8.7.8 All Exhibits referred to in this Ageement are, by reference, incorporated herein for all purposes. $ 8.7.9 The numbering and captions of the sections 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 this Agreement. $ 8.7.10 The parties agree that they will execute any further instrument or instruments, and that they will perform anyact or acts. which are or may become necessary to effectuate any of the terms or provisions of this Agreement. $ 8.7.1 1 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 Contractor. $ 8.7.12 This Agreement has been created jointly and ambiguity cannot be construed against either party. $ 8.7.13 This Agreement is and shall be subject to those provisions required of political subdivisions by the laws of the State of Texas. The Contractor understands that the Owner is a Texas home rule municipality and that the project is subject to applicable provisions of Texas law including bid requirements, bonding, and final settlement provisions. $ 8.7.q4 Contractor 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, andother applicable laws. $ 8.7.15 The Owner represents that there are sufficient funds available to undertake this Project. $ 8.7.16 No term or condition of the Agreement shall be construed or interpreted as a waiver, express or implied, of any of the governmental or soverign immunities, rights, benefits, or protections of the Owner. $ 8.7.17 Contractor warrants that the products, processes, techniques and methodologies provided by Contractor shall not infringe upon the copyright, patent or other proprietary rights of others. $ 8.7.18 Contractor certifies and warrants that no gratuities, kickbacks or contingency fees were paid in connection with this Agreement, nor were any fees, commissions, gifts or other considerations made contingentupon the award of this Agreement. Contractor warrants that to the best of Contractor’s knowledge, thereexists no actual or potential conflict of interest, and no financial or substantial interest as may be prohibited by Init AIA Document AI01® - 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017 by TheAmerican Institute of Architects. All rights reserved. The “American Institute of Architects,” "AIA,” the AIA Logo, "AIOI," and “AIA Contract Documents- areregistered trademarks and may not be used without permission. This document was produced by AIA software at 16:44:42 ET on 06/10/2022 under OrderNo.2114332934 which expires on 06/09/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments® Terms of Service. To report copyright violations, e-mail copyright@aia.orgUser Notes: A 179407670) 12 DocuSign Envelope ID: BC481EDD-599240A3-A8B0-34409530404A Texas law, the Charter, or Code of Ethics of the City of Denton between Contractor and Owner. $ 8.7.19 Contractor shall comply with the disclosure and reporting requirements in Local Government Code Chapters171 and 176, and Texas Government Code Sec. 2252.908. Under Sec. 2252.908, if City Council approval is requiredto award this Agreement or if this Agreement has a value of at least $1,000,000, the City may not enter into the Agreement unless the Contractor submits a disclosure of interested parties to the City at the time the executedAgreement is presented to the City. The disclosure must be made on the form prescribed by the Texas Ethics Commission and the City is required to submit a copy of the disclosure statement to the Texas Ethics Commission not later than the 30th day after the disclosure is received by the City. $ 8.7.20 in case any provision hereof shall, for any reason, be held invalid or unenforceable in any respect, suchinvalidity 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. § 8.7.21 Contractor understands and agrees that TIME IS OF THE ESSENCE. $ 8.7.22 This Agreement may be executed by the parties hereto in separate counterparts, each of which when soexecuted 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. $ 8.7.23 Any of the representations, warranties, covenants, and obligations of the Parties, as well as any rights and benefits of the Parties, pertaining to a period of time following the termination of this Agreement shall survivetermination $ 8.7.24 COMPLIANCE WITH CERTAIN STATE LAW .1 Anti-Boycott of Israel. Contractor certifies that it is not currently engaged in, and agrees for the duration of this Agreement not to engage in, the boycott of Israel as defined by Section 808.001 of theTexas Government Code. .2 Anti-Boycott of Energy Companies. Contractor certifies that it is not currently engaged in, and agrees for the duration of this Agreement not to engage in, the boycott of energy companies as defined bySection 809.001 of the Texas Government Code. .3 Anti-Boycott of Firearm Entities or Firearm Trade Associations. Contractor certifies that it does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association, or will not discriminate against a firearm entity or firearm trade association for theduration of this Agreement, as defined by Section 2274.001 of the Texas Government Code. .4 Certification of No Business wlrA Foreign Terrorist Organizations , For purposes of Section 2252.152 of the Texas Government Code, Contractor certifies that, at the time of this Agreement neither Contractor nor any wholly owned subsidiary, majority-owned subsidiary, parent company or affiliateContractor, is a company listed by the Texas Comptroller of Public Accounts under Sections 2252.153 or 2270.0201 of the Texas Government Code as a company known to have contracts with or provide supplies to a foreign terrorist organization. $ 8.7.25 The allowance for the combined total of onsite and offsite overhead and profit for the Contractor included inthe total cost to the Owner for Change Orders shall not exceed eight percent (8.0%) of the Cost of the Work, as defined in Section 7.3.4 of Exhibit "A’' - General Conditions. In addition to the eight percent (8.0%) fee above, a one percent( 1.0%) bond cost will be added. $ 8.7.26 NOTWITHSTANDING ANYTHING ELSE IN THE CONTRACT DOCUMENTS, THECONTRACTOR SHALL HOLD THE OWNER HARMLESS FROM ALL FUTURE PRICEESCALATIONS, REGARDLESS OF ORIGIN; POSSIBLE ATTRIBUTION TO FORCE MAJEURE OROTHER CAUSES BEYOND THE CONTRACTOR’S CONTROL. Init. / AIA Document A1018- 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961. 1963, 1967, 1974, 1977. 1987, 1991, 1997, 2007 and 2017 by TbeAmerican Institute of Architects. All rights reserved. The "American Institute of Architects,” "AIA,” the AIA Logo, "A101," and “AIA Contract Documents- areregistered trademarks and may not be used without permission. This document was produced by AIA software at 16:44:42 ET on 06/10/2022 under OrderNo.2114332934 which expires on 06/09/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments8 Terms of Service, To report copyright violations. e-mail copyright@aia.org .User Notes: O 179407670) 13 DocuSign Envelope ID: BC481EDD-599240A3-A8B0-34409530404A $ 8.7.27 NOTWITHSTANDING ANYTHINC ELSE IN THE CONTRACT DOCUMENTS, THECONTRACTOR SHALL HOLD THE OWNER IIARMLESS FROM ALL COSTS RESULTING FROMANY DELAYS DUE TO SUPPLY CHAIN INTERRUPTIONS REGARDLESS OF ORIGIN: POSSIBLER UTION TO FORCE MAJEURE OR OTHER CAUSES BEYOND THE CONTRACTOR'SCONTROI. $ 8.7.28 The City will waive Liquidated Damages for delays that are specifically and demonstrably due to unforeseen third-party material manufacturer and procurement delays. $ 8.7.29 The Contractor warrants to the Owner the minimum wages to be paid any person performing the Work on thesite will conform to Exhibit "L" – Wage Rates. ARTICLE 9 ENUMERATION OF CONTRACT DOCUMENTS S 9.1 This Agreement is comprised of the following documents: .1 AIA Document A101 TM–2017, Standard Form of Agreement Between Owner and Contractor.2 AIA Document A101 TM 2017, Exhibit A, Insurance and Bonds .3 AIA Document A201 TM–2017, Exhibit A – General Conditions of the Contract for Construction indicateabelow (Insert the date of the E203 2013 incoIToratcd into this Agreement.) 5 Exhibit "B" – Drawings and Specifications Number See Exhibit "B" – Drawings and Specifications Title Date .6 Specifications Section Title Date Pages See Exhibit "B" – Drawings and Specifications .7 Addenda, if any: Number See Exhibit "B" – Drawings and Specifications Date Pages Portions of Addenda relating to bidding or proposal requirements are not part of the Contract Documents unless the bidding or proposal requirements are also enumerated in this Article 9. exhibit \\'here required.) [4 (Insert the date of the E204 2017 incorporated into this Agreenrclrt.) [ ] The Sustainability Plan: Title Date Pam Init. / AIA Document AI01®- 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017 by TheAmerican Institute of Architects. All rights reserved. The “American Institute of Architects," "AIA,” the AIA Logo, "AIOI," and “AIA Contract Documents- areregistered trademarks and may not be used without perrnission. This document was produced by AIA software at 16:44:42 ET on 06/10/2022 under OrderNo.2114332934 which expires on 06/09/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments® Terms of Service, To report copyright violations, e-mail copyright@aia.org User Notes: O 179407670) 14 DocuSign Envelope ID: BO+81EDD.5992J10A3-A8B0-34409530404A Exhibit "C" – Key Personnel Exhibit "D" – Alternates Exhibit "E" – Allowances Exhibit "F" – Unit Price Proposal Form Exhibit "G" – Initial Schedule of Values Exhibit "H" – Contractor’s Construction Schedule Exhibit "I" – Escrow Agreement Exhibit " J" – Conflict of Interest Questionnaire Exhibit "K" – Proposal Form Exhibit "L" – Wage Rates Exhibit "M" – Clarifications for Alternates 4 & 5 Exhibits "N" to "X" – Intentionally Omitted Exhibit "Y" – Contractor’s Insurance Certificate(s) Exhibit "Z" – Schedule of Exhibits [ ] Supplementary and other Conditions of the Contract: Document WHo Date PaW .9 Other documents, if any, listed below: (List here any additional documents that are intended to form part of the Contract Documents. AIA Document A2C)jlbL2017 provides that the advertisement or invitation to bid, Instructions to Bidders, sample forms, the Contractor’s bid or proposal, portions ofAddenda relating to bidding or proposal requirements, and other information furnished by the Owner in anticipation of receiving bids orproposals, 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.) This Agreement entered into as of the day and year first written above. OWNER (Signature)CONTRACTOR ( Signature) (Printed name and title)(P-i-taRa„-aRAt+e) Init. / AIA Document A101e- 2017. Copyright © 1915. 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017 by TheAmerican Institute of Architects. All rights reserved. The "American Institute of Architects." "AIA,” the AIA Logo, "A101," and “AIA Contract Documents" areregistered trademarks and may not be used without permission. This document was produced by AIA software at 16:44:42 ET on 06/10/2022 under OrderNo.21143329:A which expires on 06/09/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments® Terms of Service. To report copyright violations, e-mail copyright@aia,orgUser Notes: O 179407670) 15 DocuSign Envelope ID: BC481EDD-599240A3-A8B0-34409530404A THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to CONTRACTORDocuSigned by: BY:HII (DWzrfinancial and operational obligations and t?us+Lq§jntSLPS. g'dt aM# gHHTH: AUTHORIZED SIGNATURE Scott Gray PRINTED NAME Date: 6/15/2022 DIrector - Airport & Facilltles Printed Name: LarrY wagno rTITLE Fac11i ties Management Title: CEO DEPARTMENT 9724364622 PHONE NUMBERLarryw@j ccom . com EMAIL ADDRESS 2022-larryw@j ccom . com TEXAS ETHICS COMMISSIONCERTIFICATE NUMBERATTEST: ROSA RIOS. CITY SECRETARY=b6oc'usaned By:CITY OF DENTON, TEXAS A Texas Municipal Corporation DocuS}gned by: SMA A%q£9APPROVED AS TO LEGAL FORM:,MACK REINWAND, CITY ATTORNEY DocuSlgned by: By;ALArcLLL&o,IM CITY MANAGER B M4 Init. / AIA Document A101o- 2017. Copyright © 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997, 2007 and 2017 by TbeAmerican Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA,- the AIA Logo, "A101," and “AIA Contract Documents- areregistered trademarks and may not be used without permission. This document was produced by AIA software at 16:44:42 ET on 06/10/2022 under OrderNo.2114332934 which expires on 06/09/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments® Terms of Service. To report copyright violations, e-mail copyright@aia.org.User Notes: A 179407670> 16 DocuSign Envelope ID: BC481EDD-5992-+0A3-A8B0-34409530404A Certification of Document’s Authenticity AIA® Document D401T" – 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 16:zU:42 ET on 06/10/2022 under Order No. 2114332934 from AIA Contract Documents software and that in preparing the attached final document I made no changes to the original text ofAIA® Document A101 TM – 2017, Standard Form of Agreement Between Owner and Contractor where the basis of payment is a Stipulated Sum, 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. lgned bH chrls squadra, Peak Program value, LLC (Title) 6/15/2022 (Dated) AIA Document D401 N – 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. TtIis document was produced by AIAsoftware at 16:44:42 ET on 06/10/2022 under Order No.2114332934 which expires on 06/09/2023, is not for resale, is licensed for one-time use only, and may onlybe used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org.User Notes: 0179407670) 1 'ON US SVDIOPL IVF©)JUVPKXl1110VJ S30IAU3S 13313NOISNVdX3 Ava 30IAU3SVF£16;,!]SJUE]W17tO©Xg x©:HaiG)gUL$X©€)C/[©®b B)X ingraM tyHmTr-r-rTF–rl–r–rTI [TIl••=a-lTriatOl-bTriWl•lo • •loHe•lbIFdbITFo a-omBIejo i :•F•liTa •=N–3 [1)]HT M][4atloatlclliu[o• lol •l I lel•• le•!•l +TT•lo151'•KaTo–FRq-F-TMla!!gIgi!!!k!!!;;;IM,!:I, iI!!![::'UHqH++T 16l+ e oj•'ejo{•[ remro[•r•-ITF–r–I th[[ITF[[[[ DmMMM61-@ B B Fa861116 'd oIl+iel• O ! Ogo [•l e IoT lo 10 bTT•ToT•To a©a•DfT lo:•oloi6 Qto •lola •lo}• •t l•• Io e o •l•EQl•l•E8l•l•lol•le HeT•TVBa'n©Tt€F6@RTFi[o!••loI ol l• o[• d–d'b]• oiol•t•lrcllr4 te:a}• 8 1 bI•mM 10'a©!• i•l Tel•lot to l• ol+l•'• etojo HOF91+Inn+Bval lo EFRToTl•ToIT3tamoTT-+E•lol I lo l!!!!!!!11111ik iiiii:i!!!!!!!!!!!!!!!!!!!!!b;!!!!i TiEaa q >0 Eg g=> g3 IU ru8@til•=-I ial -6za8t58L ! };}};i;iIi!!!!!ieH Rn 83q :a i!! ! 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I BfI i li li1! !i! !i, 81 8i ! ; Eii DocuSign Envelope ID: BC481EDD-5992djOA3-A8B0-3'H09530404A City of Denton's Fleet Maintenance ExpansionA1 01 Owner-Contractor Agreement Exhibit B - Drawings & Specifications(continued) TABLE OF CONTENTS SERVICE BAY EXPANSIONTo TheFLEET SERVICES FACILITYfor the City of Denton Denton, TEXAS Nelson + Morgan, Architects Project No. 18014 GENERAL INFORMATION 00010 Project Information and Professional Seals00050 Table of Contents 00310 Proposal and Alternates 00400 City of Denton Construction Work Hours 00500 City of Denton Weather Table Date Issued: 6-28-2021 1 page3 pages1 page1 page1 page DIVISION ONE:01010 01060 0110001210 GENERAL REQUIREMENTS Summary of Work Regulatory Requirements Job Requirements 3 pages1 page7 pages2 pages3 pages4 pages2 pages8 pages2 pages2 pages8 pages 2 pages4 pages3 pages10 pages2 pages2 pages2 pages5 pages 01250 Allowances 01290 Contract Modification Procedures 01295 Payment Procedures 01310 Schedule of Values 01320 01323 01340 01360 Project Management and Coordination Construction Progress DocumentationPhotographic DocumentationSubmittal Procedures 01420 Alteration Project Procedures 01450 01600 01731 01740 References Quality ControlMaterials and EquipmentCutting and Patching 01770 Cleaning 01780 Closeout Procedures Closeout Submittals DIVISION TWO: SITE WORK 02070 Selective Demolition 02100 Site Preparation 02110 Geotechnical Report 02260 Soil Poisoning02270 Erosion and Sediment Control 02300 Drilled Piers 02310 Grading 2 pages2 pages26 pages1 page 3 pages2 pages2 pages 00050 - 1 Table of Contents Nelson + Morgan, ArchitectsNMA 18014 Service Bay Expansion Fleet Services Facility DocuSign Envelope ID: BC481EDD-5992djOA3-A8B0-34409530404A City of Denton's Fleet Maintenance Expansion A101 Owner-Contractor AgreementExhibit B - Drawings & Specifications (continued) 02610 Concrete Paving 02618 Pavement Marking 4 pages1 page DIVISION THREE: CONCRETE 03200 Concrete reinforcement03300 Cast in Place Concrete03366 Concrete Sealer and Hardener 03420 Precast Concrete Panels 2 pages9 pages3 pages3 pages DIVISION FOUR: MASONRY 04210 Masonry CMU 5 pages DIVISION FIVE: METALS05100 Structural Steel05200 Steel Joists05300 Steel Roof Deck 05400 Cold Formed Metal Framing05500 Miscellaneous Metals 4 pages3 pages4 pages7 pages4 pages DIVISION SIX: WOOD AND PLASTICS 06100 Rough Carpentry 3 pages DIVISION SEVEN: THERMAL AND MOISTURE PROTECTION:07421 Formed Metal Wall Panels 07530 Coal Tar Elastomeric Roofing Systems07600 Sheet Metal and Miscellaneous Accessories 07620 Sheet Metal Flashing and Trim07900 Sealants 7 pages23 pages7 pages7 pages3 pages DIVISION EIGHT: DOORS AND WINDOWS08110 HM Doors and Frames 08330 Overhead Coiling Door08710 Door Hardware 4 pages5 pages10 pages DIVISION NINE: FINISHES 09110 Non load bearing metal studs09250 Gypsum Wallboard09900 Painting 09961 High Performance Coatings 4 pages5 pages5 pages8 pages DIVISION TEN: NOT USED DIVISION ELEVEN: EQUIPMENT 11001 Equipment Provided and Installed by Owner 2 pages DIVISION TWELVE thru DIVISION FOURTEEN: NOT USED 00050 - 2 Table of Contents Nelson + Morgan, ArchitectsNMA 18014 Service Bay ExpansionFleet Services Facility DocuSign Envelope ID: BC481EDD-5992z10A3-A8B0-34409530404A City of Denton's Fleet Maintenance ExpansionA101 Owner-Contractor Agreement Exhibit B - Drawings & Specifications (continued) DIVISION FIFTEEN: MECHANICAL15050 Basic Mechanical Materials and Methods 15075 Mechanical System Identification15140 Hangers and Supports15260 Piping Insulation15290 Ductwork Insulation 15330 Automatic Fire Protection Systems 15410 Plumbing Piping Systems 15440 Plumbing Fixtures15480 Domestic Water Heaters 15570 Gas-Fired Make-Up Air Units15580 Gas-Fired Heaters 15651 Refrigerant Piping15675 DucHess AC Split System Units15760 Electric Heaters15830 Power Ventilators15850 Air Inlet and Outlet Devices 15950 Testing, Adjusting, and Balancing 6 pages3 pages8 pages5 pages5 pages10 pages13 pages2 pages2 pages3 pages2 pages2 pages5 pages2 pages2 pages3 pages7 pages DIVISION SIXTEEN: ELECTRICAL 16000 16060 16070 16080 16120 16130 16140 16405 16410 1642016460 16490 16500 16990 General Electrical RequirementsGrounding and BondingSupporting DevicesElectrical IdentificationConductors and Cables Raceways and FittingsWiring DevicesEnclosed Motor Controllers Enclosed Disconnect Switches and Circuit Breakers Lighting and Appliance PanelboardsDry Type TransformersFuses Lighting FixturesSpecial Systems 3 pages9 pages 4 pages2 pages3 pages7 pages3 pages4 pages3 pages4 pages3 pages3 pages7 pages3 pages END OF TABLE OF CONTENTS 00050 - 3Table of Contents Nelson + Morgan, ArchitectsNMA 18014 Service Bay ExpansionFleet Services Facility DocuSign Envelope ID: BC481EDD-599240A3-A8B0-34409530404A City of Denton's Fleet Maintenance ExpansionA101 Owner-Contractor Agreement Exhibit B - Drawings & Specifications(continued) ADDENDUM NO. 1 A NEW SERVICES FACILITY EXPANSION for the City of Denton Fleet Services Department for the City of Denton PROJECr NO. NMA 18014 July 6, 2021 1.1 GENERAL: A. This addendum consisting of 2 page supersedes plans and information dated September 16,2019 B.This addendum is issued to: Update the plans to include a new proposed canopy on the East side of the building that spans the new and existing structure. The canopy will include gutters, downspouts & lighting.refer to new sheet AO.1 for the alternate bid itemsThese items are proposed as alternate bid items. Please 2.Owner added an alternate option for the Truck Wash Bay to be outside of the building like it is currently rather than in the building as shown in the base bid. 2.1 DRAWINGS: a. The following drawing sheets were added or affected for this addendum.AO.1 Alternate Bid Items CIA Site Plan Alt #4 C2 Utility Plan C2A Utility Plan Alt #4 C3A Grading Plan Alt #4 C4A Drainage Area Map Alt #4C5A Erosion Control Plan Alt #4 Al.1 Site Plan Al.IA Site Plan Alt #4 A2.1 Floor Plan A2.IA Floor Plan Alt #4 A2.2 RCP Area A A2.2A RCP Alt #4 A2.2B RCP Area B A2.3 Roof Plan Area A A2.3A Roof Plan Alt #4 2717 Wind River Lane, Suite 230 ' Denton, Texas 76210 ' 940-566-0266 'info@nelsonmorgan.com DocuSign Envelope ID: BC481EDD-5992=10A3-A8B0-344095304C)4A A2.3 B Roof Plan Area B A3.1 Exterior Elevations A3.IA Exterior Elevations Alt #4 A4.1 Elevations and Schedules AS.1 Building Sections A5.IA Building Section Alt #4A6.1 Wall Section A6.3 Details A6.4 Wall Section Alt #4 A8.2 Details S3 Roof Framing Area A S3A Roof Framing Area B S7 Roof Framing Alt #4 S8 Details Ml.0A Mechanical Floor Plan Alt #4 M2.0A Mechanical Schedules p2.0A Floor Plan- Waste & Vent Alt #4 p2.IA Floor Plan- Water & Gas Alt #4 EO.1 Electrical Site Plan E2.0 Lighting Plan E2.0A Lighting Plan Alt #4 E3.0A Power & Signal Alt #4 E3.1 Technology Plan E3.IA Technology Plan Alt #4 All remaining drawing sheets uploaded with revised dates and seals for final construction set City of Denton's Fleet Maintenance ExpansionA101 Owner-Contractor AgreementExhibit B - Drawings & Specifications (continued ) b. 2.2 SPECIFICATIONS: a. New specification set uploaded with revised dates and seals. END OF ADDENDUM NO. 1 2717 Wind River Lane, Suite 230 ' Denton. Texas 76210 • 940-566-0266 'info@nelsonrnorgan .corn DocuSign Envelope ID: BC481EDD-5992z10A3-A8B0-34409530404A City of Denton's Fleet Maintenance Expansion A101 Owner-Contractor AgreementExhibit B - Drawings & Specifications(continued) NELSON MOR TE dA ADDENDUM NO, 2 A NEW SERVICES FACILITY EXPANSION for the City of Denton Fleet Services Department for the City of Denton PROJECT NO. NIVIA 18014 April 12, 2022 1.1 GENERAL: A. B. This addendum consisting of 16 page supersedes plans and information dated September 16, This addendum is issued to: 1. Omit Alternate Bid item #1 from the Proposal Form. 2. Clarification for Atternate Bid Item #5: 5-ton crane manufacturer to be Gaffey to match existing crane on site. Associated steel structure cost for crane, as shown on sheet S3 Roof Framing Plan & detailed on sheet S5 Structural Details, to be included in Alternate bid item #5 3. Include parking & material laydown plan for Contractor 4. Include Texas Accessibility Standards (TAS) Sheets5. Address Electrical clarifications 6. Omit Specification section 01210 “Allowances” 7. Include specification for Roof Insulation 2019 2.1 DRAWINGS: A. The following drawing sheets were added or revised for this addendum. 1. AO.2 Contractor Parking & Material Laydown Plan 2. TAS-1 – TAS-6 included Texas Accessibility Standards 3. E3.0 Floor Plan Power & Signal - L4-14 circuit on E3.0 should be L4-10 to match the panel schedule on E5.1 4. E3.0A Power & Signal Alt #4 - L4-14 circuit on E3.0A should be L4-10 to match the panel schedule on E5.1 2.2 SPECIFICATIONS: A. Omit Specification section 01210 Allowances. Refer to AIA A201 – 2017 General Conditions for the Contract for Construction Section 13.4.8 for Materials Testing Requirements. B. New Specification Section 07221 Roof Insulation issued. END OF ADDENDUM NO. 2 2717 Wind River Lane, Suite 230 ' Denton, Texas 76210 ' 940-566-0266 .info@nelsonrnorgan.com DocuSign Envelope ID: BC481EDD-5992djOA3-A8B0-34409530404A City of Denton's Fleet Maintenance Expansion A1 01 Owner-Contractor AgreementExhibit C - Key Personnel Larry Wagnor CEO/Safety Director Throughout the project Mr. Wagnor will walk the site for progress, review superintendent daily reports, ensure safety guidelines are being met and review monthly cost to complete reports, subcontracts and the construction schedule with the Mr. Arthur to further reinforce a project completed on time and within budget. Experience: 45+ years Formed J.C. Commercial 21 years ago Trey Wagnor President Trey Wagnor will work with J.C. Commercial’s Vice President / Senior Project Manager as well as the CEO to ensure subcontracts, internal cost reports, scheduling and material procurement matters are being handled within the project’s requirements. Experience: 20 years Years with Firm: 17 years Scott Arthur Vice President/Sr. Project Manager Scott Arthur will be the Project Manager for this project and will conduct onsite production meetings with the City’s representatives, the Architect, the Engineers and the Subcontractors. He will also work with our Project Engineer and Superintendent on the coordination of all RFI’s, Change Orders, meeting minutes, scheduling, ordering and oversee the budget throughout the project. Experience: 35 years Years with Firm: 7 years Carey Lewis Superintendent Mr. Lewis will oversee the daily construction of the project and will be 100% devoted to this project only. Responsibilities include quality control, scheduling, schedule recovery if needed, safety meetings, safety compliance, subcontractor meetings, and overall project compliance with plans and specifications.Vf Experience: 34 years Years with Firm: 6 years DocuSign Envelope ID: BC481EDD-5992z10A3-A8B0-34409530404A City of Denton's Fleet Maintenance Expansion A1 01 Owner-Contractor AgreementExhibit C - Key Personnel(continued) CITY OF DENTON FLEET SERVICES EXPANSION CSP No. 7750 Denton, TX J.C. Commercial, IncLarry Wagnor, CEOSafety Director -10% Shannon Capezzuto Contract Administrator/MWBE Liaison Scott ArthurVice President & Sr, Project Manager70% Trey WagnorPresident 5% Holyn BradfordAccounts Manager25% Carey LewisSuperintendent100% time committed to this project Michelle LeBlanc Accounts Representative40% John Frenkel Project Engineer50% DocuSign Envelope ID: BC481EDD-599240A3-A8B0-34409530404A 1 2 34 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 CITY of DENTON’s FLEET SERVICES EXPANSIONAIOI OWNER-CONTRACTOR AGREEMENTEXHIBIT D – ALTERNATES The Alternates and their status are as follows: Alternate # 1 S Omitted Alternate # 2 – Accepted $ 40,115 Add Gutters & Downspouts to Existing Canopy Alternate # 3 – Accepted $ 250,300, Add New Canopy & Gutters/Downspouts to East Side of Building Alternate tRI – Accepted $ 244.900 Add New Exterior Wash Bay on Northwest Side of New Fleet Services Addition Alternate # 5 – Accepted $_ 210,488 Add New 5 Ton Crane in New Addition Alternate # 6 – Unit Cost Amount), $ 1,000 per day (Not Included in Contract Contractor's Proposed Unit Cost for Delays Caused by Unforeseeable Conditions as Defined by Contract.(To Include All Contractor Costs + Fee for Any Business Day of Delay) CSP 7750 DocuSign Envelope ID: BC481EDD-5992'+0A3-A8B0-3440953CH04A 1 2 3 4 5 6 7 CITY of DENTON’s FLEET SERVICES EXPANSIONAIOI OWNER-CONTRACTOR AGREEMENTEXHIBIT E – ALLOWANCES This Exhibit is not used, as there are no Allowances in the Stipulated Sum. 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CSP 7750 DocuSign Envelope ID: BC481EDD-599240A3-A8 ,A City of Denton's Fleet Maintenance ExpansionA1 01 Owner-Contractor AgreementExhibit J - Conflict of Interest Questionnaire 00 35 14INTEREST AFFIDAVIT - CSP Page 1 of 2 SECTION 00 35 14 2 CONFLICT OF INTEREST AFFIDAVIT . CSP CONFLICT OF INTEREST QUESTIONNAIRE -For vendor or other person doing business with local governmental enti' This questionnaire reflects changes made to the law by Ha. 23, 84th Leg., Regular Session FORM CIQ 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 176.00 1(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 afterthe date the vendor becomes aware of facts that require the statement to be filed. See Section 1 76.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code.misdemeanor. An ofFense under this section is a 1 Larry Wagnor. CEO of J.C. Commercial. Inc.rD Check this box if you are filing an update to a previously filed questionnaire. (TIle law’ requires that you nIe an updated completed questionnaire with the appropriate filing authority not later than the 7lh business day after thedate on which you became aware that the originally filed questionnaire was incomplete or inaccurate g N8me of local government officer about whom the information in this section is being disclosed.N/A Name of Officer TIris section, (item 3 including subpans 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 Go\'emment Code. Attach additional pages to this Form C iQ as necessary A.Is the local government otTicer named in this section reoeiving or likely to receive taxable income, other than investment income, from the vendor?H *“D ,„, B. Is the vendor receiving or likely to receive taxable income, other than investment income. from or at the direction of the local govemment officer named in this section AND the taxable income is not received hom the local governmental entity?[] IB [] 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?n ."D ,„, D Descritx each employment or business and family relationship ulth the local government ofTicer named in this section 4 5 IXave no Conflict of Interest to disclose. 7 4/1 9/2022 DateSiglakurt ofv£n&>r doinibulines£ II doingbullnes} Nth the governmental entity CITY OF DENTONSTANDARD CONSTRUCTION SPECIFICATION DOCUMENTS Revised Na\'ember 23, 2020 Effective fanuarv /5, 202 1 7750 Fleet Services Expansion DocuSign Envelope ID: BC481EDD-599240A:>A8B0-34+09530404A IAIOI OWNER-CONIRACTOR AGREEMENTE)alIBiT K – PROPOSAL FORMBAFO PROPOSAL FORM ATTACHNmNT 1 2 3 45 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 404142 434445464748 49 50 51 To:CHRISTA CHRISTIAN, CPPB c/o: Purchasing Division901-B Texas Street Denton, Texas 76209 FOR: CSP 7750 - Fleet Services Expansion The undersigned Offeror hereby submits this Proposal Form Revision and Best and Final Offer (this “BAFO”) for CSP 7750 – Fleet Services Expansion and confirms that this BAFO Proposal is based on the project requirements per the CSP documents and any subsequent addenda. 1 Total BAFO Proposal Amount 1.1 Offeror will complete the Work in accordance with the Contract Documents for the following BAFO proposal amount. In the space provided below, please enter the total proposed BAFO amount for this project. 1.2 It is understood and agreed by the Offeror in signing this proposal that the total proposed BAFO amount entered below is subject to verification and/or modification by multiplying the unit prices for each pay item by the respective estimated quantities shown in this proposal and then totaling allof the extended amounts. BAFO Base Proposal Amount:$ 4,197,777. $ OmittedAlternate # 1 Alternate # 2 –$ 40.115 Add Gutters & Downspouts to Existing Canopy Alternate # 3 –$ 250.300, Add New Canopy & Gutters/Downspouts to East Side of Building Alternate #4 –$ 244.900 Add New Exterior Wash Bay on Northwest Side of New Fleet Services Addition Alternate # 5 –$ 210.488 Add New 5 Ton Crane in New Addition Alternate # 6 –$ 1,000_per day. ContractorJs Proposed Unit Cost for Delays Caused by Unforeseeable Conditions as Defined by Contract. (To Include All Contractor Costs + Fee for Any Biz Day of Delay) CSP 7750 DocuSign Envelope ID: BC481EDD-5992-+0A&A8B0-34409530404A IAIOI OWNER-CONIRACTOR AGREEMENTEXHIBIT K – PROPOSAL FORMBAFO PROPOSAL FORM ATTACEnb£Evr 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 67 68 69 70 71 72 73 74 75 76 77 78 79 80 81 82 83 84 85 86 87 8889 2 Time of Completion 2.1 The Base Bid Proposal assumes the Work will be Substantially Complete as defined in the Contract Documents within 365 Three Hundred Sixty Five Calendar Days (fill in both words and numbers) after the date when the Contract Time commences to run, which is the dayindicated in the Notice to Proceed, plus any extension thereof, allowed in accordance with ContractDocuments. The Base Bid Proposal assumes the Work will be reach fina] completion within _395 l}lree Hundred Ninety Five Calendar Days (fill in both words and numbers) after the date when the Contract Time commences to run, which is the day indicated in the Notice to Proceed, plus any extension thereof allowed in accordance with Contract Documents. Offeror accepts the provisions of the Agreement as to Liquidated Damages in the event of failure to obtain Milestones (if applicable), Substantial Completion, and Final Acceptance within the times specified in the Agreement. 2.2 2.3 3 BAFO Proposal Submittal 3.1 It is understood by Offeror that submission of the total BAFO proposal amount is only one of thefactors for the City’s evaluation process, and that any award of contract will be based on the complete evaluation of the Proposal and Offeror by City under the terms provided in the Instructions to OfTerors or any validly issued amendments or addenda. 3.2 This BAFO Proposal is submitted on J 20_22 by the entityled below filly s„bmi ®iiii: _Larry Wagnor. (Printed Name) Title: CEO Company: J.C. Commercial, Inc, 90 Address . ] 801 Lakepointe Drive. Suite 129 91 92 93 Lewisville, TX 75057 State of Incorporation: TX Email: lanyw@jccom.com, Phone: 972-436-4622_ 95 END OF SECTION CSP 7750 DocuSlgn Enve1 qe ID: BC481EDD-599240A&A8Bo-3Wll%h g K - BAFO LETTER „. ii:1111111111111111111COMM E RC IALIN C O R P O R A T E D May 17, 2022 Christa Christian. CPPB cIa-. Purchasing Division901-B Texas Street Denton, TX 76209 RE: CSP 7750 – Fleet Services Expansion Ms. Christian, Best and Final numbers are the same as submitted via email on 5/10/2022 and are also attached herein. A. Superintendent References FInch Park Phase 5 Improvements 52,388,974.33 Owner: City of McKInney Michael Dune, 972.547.7473 mduree@mckinnevtexas.org ArchItect:iN Partners Inc. Ruben Graciano d 972.738.0224 /m 972.904.8293 rgraciano@>jbipartners.com Mary Lib Saleh Public library $6,702,169.23 Owner: CItY ofEuless Kyle McAdams 817.685.1590 kmcadams©>eulesstx.gov Architect:Oxley Williams Tharp Jim Tharp 817.993.9844 jtharp@owtarchitects.com Nomna General HospItal $3,684,298.00 Owner: Nocona General HospItal Lance Meekins, 640.825.3235 Imeekins@noconageneral.comArchItect:BYSP Architects RIck Sims / David Hartwell 940.761.2404 rsims@bysp.com / dhartwell@bvsp.com New Central Fire Station $2,336,483.94 David McComls, Former FIre Chief on this proJect940.S77.7742 Bowie BaptIst Church Addition Michael Koen, Architect 940.692.5857 B.Typically, unless otherwise specified in the bid or contract documents, 10% for Change Orders is standard. In good faith, J.C. Commercial agreed to lower our Change Order mark up to 8% in the interview. At 8%, that is the lowest percentage we’ve had in 23 years of business. Additionally, 1% will be added for bands as a separate line-item cost just like the subcontractor cost. After evaluation of our business model over the years, J.C. Commercials operational costs is 8.7% of our entire revenue. The national average is even a greater percent. 3801 Lakepolnte DrIve, SuIte 129 'Lewlsvllle. Texas 75057P 972.436.4622 ' F 972.436.4822 Wwwnjccom.com DocuSign Envelope ID: B0181EDD-599240A:bA8B0.:W0953 CHCHA Ms. Christa Christian, CPPB May 17, 2022 Page 2 C. Yes, J.C. Commercial will hold our proposal amount for 60 calendar days. However, due to the volatility of the current market, it would be helpful if the City would notify J.C. Commercial as soon as possible if they desire to enter into a contract with us. This will allow us to be as pro.active as possible. D.J.C. Commercial will hold the City harmless from future price escalations. J.C. Commercial will require that Liquidated Damages be waived only for delays that are specifically in relation to manufacturer and procurement delays as these matters are entirely out of our control. Situations such as procurement deliveries could be negotiated on each specific incident, if they occur. Due to the current volatility of the market, J,C. Commercial strongly feels that this is a fair and reasonable request. As noted previously, the City is well aware of the procurement issues from suppliers and manufacturers in this current market. J.C. Commercial will do all things possible in the field to make all items ready to receive the delayed materials, if this occurs, but can’t be held financially responsible via Liquidated Damages if applicable products itcannot be received. Additionally, the notice to proceed will not include time for building permits. J.C. Commercial has no idea if the building permits are approved or not. Notice to Proceed to start after the building permit is received by J.C.ercial J.C. 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a DocuSign Envelope ID: BC481EDD-599240A3-A8B0-34409530404A Exhibit M - Clarificatiqk$LvZyternates 4 and 5 Alternate 4 -no structural drawings found for steel at the new wash bay. Alternate4 pricing is based off of similar construction of the new expansion. New drawings will need to be provided for contractual purposes. Metal sofflt and fascia panels are priced off of standard color selection. Not having steel drawings will delayour contractual obligations. We will need updated drawings to confirm with our steel supplier to avoid delays and priceincreases Alternate #5 pricing is contingent upon crane suppliers' payment requirements. Pay schedule is as follows: • 30% payment upon receipt of order. • 30% payment upon approval of shop drawings / submittals.• 30% at mobilization. • 10% upon installation & training completion.This is a long lead item – 24 weeks minimum. DocuSign Envelope ID: BC481EDD-599240A3-A8B0-34409530404A/n-l AtCO/RD- CERTIFICATE OF LIABILITY INSURANCE CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIESBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZEDREPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. DATE (MM/DDfWW) 05/26/2022 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).Hi/lai hillribr.nRr/mlEPRODUCER AssuredPartners of Texas, LLC City of Denton's FleetMaintenance Expansion @ (972) 644-2688 (972) 644-8035 dba Baldwin Cox Allen 5930 Preston View Blvd Ste 200 A1 01 Owner-Contractor IDRESS tina@baldwinagency.com Dallas AgreementExhibit Y - Contractor's INSURER(S) AFFORDING COVERAGE ;URER A. Valley Forge Insurance Company NAIC # 20508 INSURED JC Commercial, II ;URER B . The Continental Insurance Company ;URER c , Continental Casualty 35289 20443 1801 Lakepointe Insurance Certicates iURER D : Lewisville INSURER E : TX 75057-6446 COVERAGES INDICATED. NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE 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 CLAIMSo nF ToRl7TITTYPE OF INSURANCE I INstil\NVD I POLICY NUMBER 1 (MMr6b/r7fY) I (MMr6b/YVVY) CERTIFICATE NUMBER: CL2221120198 REVISION NUMBER: C CLAIMS44ADE B OCCUR EACH OCCURRENCE LIMrrs $ 1,000,000 I 300,000 A PMT701 8304635 02/1 2/2022 02/1 2/2023 10,000 1 ,000,000 GEN'L AGGREGATE LIMIT APPLIES PER, POLICY biFFa [] LOC PERSONAL & ADV INJURY GENERAL AGGREGATE 2,000,000 OTHER: PRODUCTS ' COMP/OP AGG I = $ 2,000,000$ AUTOMOBILE LIABILrrY 0IEa acddent]$ 1,000,000 B ANY AUTO OWNEDAUTOS ONLYHIREDAUTOS ONLY SCHEDULEDAUTOSNON-OWNEDAUTOS ONLY BUA701 8304649 02/1 2/2022 BODILY INJURY (Per person) 02/12/2023 e E:Per accident: $ $ $ [$ B ml ml m 10,000.000 10,000,000EXCESS LIAB 1 1 CLAIMS_MADEnD G ENTION $ 10,000 woMRS COMMS TION AND EMPLOYERS' LIABILrrY Y / NANY PROPRIETOR/PARTNER/EXECUTIVE r==OFFICER/MEMBEREXCLUDED? I T 1(Mandatory in NH) ba If yes, describe underDESCRIPTION OF OPERATIONS below CUE701 8304666 02/12/2022 02/1 2/2023 EACH OCCURRENCE AGGREGATE MT mTER $ A N/A 701 8304652 02/1 2/2022 02/12/2023 E.L. EACH ACCIDENT $ 1,000,000 1,OQgXeI@ E.L. DISEASE - POLICY LIMIT Occurance Limits E.L. DISEASE . EA EMPLOYEE 1 ,000,000 $10,000,000 C Builders Risk Contractors Equipment IM6080347661 02/1 2/2022 02/1 2/2023 Leased and Rented Equipment/Aggregate $25,000/§50,000 The general liability and auto liability policies include an automatic additional insured endorsement that provides additional insured status to the certificateholder only when there is a written contract between the named insured and the certificate holder that requires such status.The general liability policy contains a primary and non<ontributory wording. The general liability, auto liability & worker’s compensation policies include an automatic waiver of subrogation endorsement that provides this feature only when there is a written contract between the named insured and the certificateholder that requires it. XCU is not excluded under General Liability. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORETHE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED INACCORDANCE wrrH THE POLICY PROVISIONS.The City of Denton c/o Purchasing Department 901 B Texas St Denton TX 76209 ACORD 25 (2016/03)The ACORD name and logo are registered marks of ACORD © 1988'2015 ACORD CORPORATION. All rights reserved. DocuSign Envelope ID: BC481EDD-599240A3-A8B0-34409530404A CJVA Business Auto PolicyPolicy EndorsementIF=~=“"'"."„‘ THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORIVI I. LIABILITY COVERAGE A. Who is An Insured The following is added to Section II, Paragraph A.1., Who is An Insured: 1.a. Any incorporated entity of which the Named Insured owns a majority of the voting stock on thedate of inception of this Coverage Form; provided that, b. The insurance afforded by this provision A.1. does not apply to any such entity that is an insured under any other liability "policy" providing auto coverage. 2.Any organization you newly acquire or form, other than a limited liability company, partnership orjoint venture, and over which you maintain majority ownership interest. The insurance afforded by this provision A.2.: a. Is effective on the acquisition or formation date, and is afforded only until the end of the policyperiod of this Coverage Form. or the next anniversary of its inception date, whichever is earlier. b. Does not apply to: (1) Bodily injury or property damage caused by an accident that occurred before you acquired or formed the organization; or [2) Any such organization that is an insured under any other liability "policy" providing autocoverage. 3.Any person or organization that you are required by a written contract to name as an additionalinsured is an insured but only with respect to their legal liability for acts or omissions of a person,who qualifies as an insured under SECTION II – WHO IS AN INSURED and for whom LiabilityCoverage is afforded under this policy. If required by written contract, this insurance will be primaryand non-contributory to insurance on which the additional insured is a Named Insured. 4. An employee of yours is an insured while operating an auto hired or rented under a contract oragreement in that employee's name. with your permission, while performing duties related to theconduct of your business. " Policy", as used in this provision A. Who is An Insured, includes those policies that were in force onthe inception date of this Coverage Form but: 1. Which are no longer in force; or 2. Whose limits have been exhausted. B.Bail Bonds and Loss of Earnings Section II. Paragraphs A.2. (2) and A.2. {4) are revised as follows: 1. In a.(2), the limit for the cost of bail bonds is changed from $2,000 to $5,000; and 2. In a. 14), the limit for the loss of earnings is changed from $250 to $500 a day. Form No: CNA63359XX (04-2012)Endorsement Effective Date Endorsement Expiration DateEndorsement No: 10; Page: 1 of 4Underwriting Company: The Continental Insurance Company, 151 N Franklin St Policy No: BUA 7018304649Policy Effective Date: 02/12/2022 Policy Page: 54 of 70 Chicago, IL 60606 © Copyright CNA All Rights Reserved. Includes copyrighted material of theInsurance Services Office, Inc., used with its permission. DocuSign Envelope ID: BC481EDD-5992zLOA3-A8B0-34409530404A CJVA Business Auto PolicyPolicy Endorsement 14) Your employees may know of an accident or loss. This will not mean that you have suchknowledge, unless such accident or loss is known to you or if you are not an individual, to anyof your executive officers or partners or your insurance manager. The following is added to Section IV, Paragraph A.2.b.: {6) Your employees may know of documents received concerning a claim or suit. This will not mean that you have such knowledge, unless receipt of such documents is known to you or if you arenot an individual, to any of your executive officers or partners or your insurance manager. B.Transfer Of Rights Of Recovery Against Others To Us The following is added to Section IV, Paragraph A.5. Transfer Of Rights Of Recovery Against Others ToUs We waive any right of recovery we may have, because of payments we make for injury or damage,against any person or organization for whom or which you are required by written contract oragreement to obtain this waiver from us. This injury or damage must arise out of your activities under a contract with that person ororganIzatIon. You must agree to that requirement prior to an accident or loss. C.Concealment, Misrepresentation or Fraud The following is added to Section IV, Paragraph B.2.: Your failure to disclose all hazards existing on the date of inception of this Coverage Form shall not prejudice you with respect to the coverage afforded provided such failure or omission is not intentional. D. Other Insurance The following is added to Section IV, Paragraph B.5.: Regardless of the provisions of Paragraphs 5.a. and 5.d. above, the coverage provided by this policyshall be on a primary non-contributory basis. This provision is applicable only when required by awrItten contract. That written contract must have been entered into prior to Accident or Loss. E. Policy Period. Coverage Territory Section IV, Paragraph B. 7.(5).(a). is revised to provide: a.45 days of coverage in lieu of 30 days. V.DEFINITIONS Section V. paragraph C. is deleted and replaced by the following: Bodily injury means bodily injury, sickness or disease sustained by a person, including mental anguish, mental injury or death resulting from any of these. Form No: CNA63359XX (04-2012)Endorsement Expiration DateEndorsement Effective Date Endorsement No: 10; Page: 4 of 4Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago Policy No: BUA 7018304649 Policy Effective Date: 02/12/2022Policy Page: 57 of 70 IL 60606 © Copyright CNA All Rights Reserved. Includes copyrighted material of theInsurance Services Office, Inc., used with its permission. DocuSign Envelope ID: BC481EDD-599240A3-A8B0-34409530404A CJVA Workers Compensation And Employers Liability InsurancePolicy EndorsementI-*''''**”"“““"'~'“„"=" This endorsement applies only to the insurance provided by the policy because Texas is shown in Item 3.A. ofthe Information Page. We have the right to recover our payments from anyone liable for an injury covered by this policy. We will notenforce our right against the person or organization named in the Schedule, but this waiver applies only with respect to bodily injury arising out of the operations described in the Schedule where you are required by awritten contract to obtain this waiver from us. This endorsement shall not operate directly or indirectly to benefit anyone not named in the Schedule. The premium for this endorsement is shown in the Schedule. 1. [] Specific Waiver Schedule Name of person or organization B] Blanket Waiver Any person or organization for whom the Named Insured has agreed by written contract to furnish thiswaiver . 2. Operations: All Texas Operations 3. Premium: The premium charge for this endorsement shall be 2% percent of the premium developed on payroll inconnection with work performed for the above person(s) or organization(s) arising out of the operationsdescribed. 4.Advance Premium: Refer to Schedule of Operations All other terms and conditions of the policy remain unchanged. This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers,takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless another effective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policyunless another expiration date is shown below. Form No: WC 42 03 04 B (06-2014) Endorsement Effective Date: Endorsement Expiration Date: Endorsement No: 6; Page: 1 of 1 Underwriting Company: Valley Forge Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy No: WC 7 18304652 Policy Effective Date: 02/1 2/2022 Policy Page: 38 of 42 © Copyright 2014 National Council on Compensation Insurance. Inc. All Rights Reserved DocuSign Envelope ID: BC481EDD-599240A:>A8B0-3+409530404A CNA PARAMOUNT Contractors' General Liability Extension Endorsement claIms arising solely out of their capacity or status as such and, in the case of a spouse, where such claim seeksdamages from marital community property, jointly held property or property transferred from such natural person Insured to such spouse. No coverage is provided for any act, error or omission of an estate, heir, legalrepresentative, or spouse outside the scope of such person's capacity or status as such, provided however that thespouse of a natural person Named Insured and the spouses of members or partners of joint venture or partnershipNamed Insureds are Insureds with respect to such spouses' acts, errors or omissions in the conduct of the NamedInsured's business. 10. EXPECTED OR INTENDED INJURY - EXCEPTION FOR REASONABLE FORCE Under COVERAGES, Coverage A - BodIly Injury and Property Damage LIabIlity, the paragraph entitledExclusions is amended to delete the exclusion entitled Expected or Intended Injury and replace it with the following: This insurance does not apply to: Expected or Intended Injury Bodily Injury or property damage expected or intended from the standpoint of the Insured. This exclusion does notapply to bodIly Injury or property damage resulting from the use of reasonable force to protect persons or property. 11. GENERAL AGGREGATE LIMITS OF INSURANCE - PER PROJECT A.For each construction project away from premises the Named Insured owns or rents, a separate ConstructionProject General Aggregate Limit, equal to the amount of the General Aggregate Limit shown in the Declarations, is the most the Insurer will pay for the sum of: 1. All damages under Coverage A, except damages because of bodily injury or property damage included in the products€ompleted operations hazard; and 2. All medical expenses under Coverage C, that arise from occurrences or accidents which can be attributed solely to ongoing operations at that construction project. Such payments shall not reduce the General Aggregate Limit shown in the Declarations, nor the Construction Project General Aggregate Limit of any other construction project. B.All: 1, 2. Damages under Coverage B, regardless of the number of locations or construction projects involved; Damages under Coverage A, caused by occurrences which cannot be attributed solely to ongoing operations at a single construction project, except damages because of bodily injury or property damage included in the products€ompleted operations hazard; and 3. Medical expenses under Coverage C caused by accidents which cannot be attributed solely to ongoing operations at a single construction project, will reduce the General Aggregate Limit shown in the Declarations. C.The limits shown in the Declarations for Each Occurrence, for Damage To Premises Rented To You and for Medical Expense continue to apply, but will be subject to either the Construction Project General Aggregate Limitor the General Aggregate Limit shown in the Declarations, depending on whether the occurrence can be attributed solely to ongoing operations at a particular construction project. D.When coverage for liability arising out of the products40mpleted operations hazard is provided, any payments for damages because of bodily injury or property damage included in the products€ompleted operations hazard will reduce the Products-Completed Operations Aggregate Limit shown in the Declarations, regardless ofthe number of projects involved. CNA74705XX (1-15)Page 8 of 17VALLEY FORGE INSURANCE COMPANYInsured Name: ,JC COWERCIAL, INC. Copyright CNA All Rights Reserved. Policy No: 7018304635Endorsement No: 5Effective Date: 02/12/2022 Includes cx>pyrighted mat8rial of Insurance Services Office, Inc., with its permission. DocuSign Envelope ID: BOt81EDD-599240A:bA8B0-:PH0953CH04A CNA PARAMOUNT Contractors' General Liability Extension Endorsement B. Solely for the purpose of the coverage provided by this PROPERTY DAMAGE - ELEVATORS Provision, the Other Insurance conditions is amended to add the f(ilowing paragraph: This insurance is excess over any of the other insurance. whether primary, excess, contingent or on any other basis that is Property insurance covering property of others damaged from the use of elevators. 23. SUPPLEMENTARY PAYMENTS The section entitled SUPPLEMENTARY PAYMENTS - COVERAGES A AND B is amended as follows: A. Paragraph 1.b. is amended to delete the $250 1imit shown for the cost of bail bonds and replace it with a $5,000. limit; and B. Paragraph 1.d. is amended to delete the limit of $250 shown for daily loss of earnings and replace it with a$1,000. 1imit. 24. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS If the Named Insured unintentionally fails to disclose all existing hazards at the inception date of the NamedInsured's Coverage Part, the Insurer will not deny coverage under this Coverage Part because of such failure. 25. WAIVER OF SUBROGATION - BLANKET Under CONDITIONS, the condition entitled Transfer Of Rights Of Recovery Against Others To Us is amended to add the following: The Insurer waives any right of recovery the Insurer may have against any person or organization because ofpayments the Insurer makes for injury or damage arising out of: 1. the Named Insured's ongoing operations; or 2. your work included in the products-completed operations hazard. However, this waiver applies only when the Named Insured has agreed in writing to waive such rights of recovery ina written contract or written agreement, and only if such contract or agreement: 1. is in effect or becomes efFective during the term of this Coverage Part; and 2. was executed prior to the bodily injury, property damage or personal and advertising injury giving rise to theclaim. 26. WRAP-UP ExrENsioN: OCIP, CCIP, OR CONSOLIDATED (WRAP-UP) INSURANCE PROGRAMS Note: The following provision does not apply to any public construction project in the state of Oklahoma, nor to any construction project in the state of Alaska, that is not permitted to be insured under a consolidated (wrap-up) insurance program by applicable state statute or regulation. If the endorsement EXCLUSION - CONSTRUCTION WRAP-UP is attached to this policy, or another exclusionary endorsement pertaining to Owner Controlled Insurance Programs (O.C.I.P.) or Contractor Controlled Insurance Programs (C.C.I.P.) is attached, then the following changes apply: A. The following wording is added to the above-referenced endorsement: With respect to a consolidated (wrap alp) insurance program project in which the Named Insured is or was involved, this exclusion does not apply to those sums the Named Insured become legally obligated to pay asdamages because of: I. Bodily injury, property damage, or personal or advertising injury that occurs during the Named Insured’s ongoing operations at the project, or during such operations of anyone acting on the Named Insured'sbehalf; nor CNA74705XX (1-15) Policy No: 7018304635Page 16 of 17 Endorsement No: 5VALLEY FORGE INSURANCE COMPANY Effective Date: 02/12/2022 Insured Name: JC COMMERCIAL, INC. Copyright CNA All Rights Rn@wed. Includes cx>pyrighted material of Insuranae Services Offiae. Inc., with its permission. DocuSign Envelope ID: BC481EDD-599240A:>A8B0-W}40953C>4CHA CNN CNA PARAMOUNT Blanket Additional Insured - Owners, Lessees orContractors - with Products-CompletedODerations Coveraae Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART It is understood and agreed as follows: 1.WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part, but only with respect to liability for bodily injury, property damage or personal and advertising injury caused in whole or in part by your acts or omissions, orthe acts or omissions of those acting on your behalf: A. in the performance of your ongoing operations subject to such written contract; or B. in the performance of your work subject to such written contract, but only with respect to bodily injury or property damage included in the products€ompleted operations hazard, and only if: 1. the written contract requires you to provide the additional insured such coverage; and 2. this coverage part provides such coverage. 11.But if the written contract requires: A. additional insured coverage under the 1 1-85 edition, 10-93 edition, or 10-01 edition of CG2010, or under the 10.01 edition of CG2037; or B. additional insured coverage with "arising out oF language; or C. additional insured coverage to the greatest extent permissible by law; then paragraph 1. above is deleted in its entirety and replaced by the following: WHO IS AN INSURED is amended to include as an Insured any person or organization whom you are required by written contract to add as an additional insured on this coverage part, but only with respect to liability for bodily injury, property damage or personal and advertising injury arising out of your work that is subject to such writtencontract III. Subject always to the terms and conditions of this policy, including the limits of insurance, the Insurer will not providesuch additional insured with: A. coverage broader than required by the written contract; or B. a higher limit of insurance than required by the written contract. IV. The insurance granted by this endorsement to the additional insured does not apply to bodily injury, property damage, or personal and advertising injury arising out of: A. the rendering of, or the failure to render, any professional architectural, engineering, or surveying services, including: =n•Hll• •==== = = •Hl••Hl•IH••n= --1 = ===••Hl• 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; or B. any premises or work for which the additional insured is specifically listed as an additional insured on another endorsement attached to this coverage part. Under COMMERCIAL GENERAL LIABILITY CONDITIONS, the Condition entitled Other Insurance is amended to add the fcjlowing, which supersedes any provision to the contrary in this Condition or elsewhere in this coverage XX(10..16)Page 1 of 2 Cqyrlght CNA All Rights Ra@wed. Includes copyrighted material of Insuranoe Services Office, Inc., with its permi=ion. V part 6 VALLEY FORGE INSURANCE COMPANY Insured Name: JC COMMERCIAL, INC Policy No:Endorsement No:Effective Date: 7018304635 02/12/2022 DocuSign Envelope ID: BC481EDD-5992+0A:>A8B0.:H4095304CHA CNN CNA PARAMOUNT Blanket Additional Insured - Owners, Lessees orContractors - with Products-CompletedOperations Coverage Endorsement Primary and Noncontributory Insurance With respect to other insurance available to the additional insured under which the additional insured is a named insured, this insurance is primary to and will not seek contribution from such other insurance, provided that a written contract requires the insurance provided by this policy to be: 1. primary and non-contributing with other insurance available to the additional insured; or 2. primary and to not seek contribution from any other insurance available to the additional insured. But except as specified above, this insurance will be excess of an other insurance available to the additional insured. VI. Solely with respect to the insurance granted by this endorsement, the section entitled COMMERCIAL GENERALLIABILITY CONDITIONS is amended as follows: The Condition entitled Duties in The Event of Occurrence, Offense, Claim or Suit is amended with the addition of the following: Any additional insured pursuant to this endorsement will as soon as practicable: 1. give the Insurer written notice of any claim, or any occurrence or offense which may result in a claim; 2. send the Insurer copies of all legal papers received, and otherwise cooperate with the Insurer in the investigation, defense, or settlement of the claim; and 3. make available any other insurance, and tender the defense and indemnity of any claim to any other insurer or self-insurer, whose FX)Icy or program applies to a loss that the Insurer covers under this coverage part. However,if the written contract requires this insurance to be primary and non{ontributory, this paragraph 3. does not apply to insurance on which the additional insured is a named insured. The Insurer has no duty to defend or indemnify an additional insured under this endorsement until the Insurer receiveswritten notice of a claim from the additional insured. VII. Solely with respect to the insurance granted by this endorsement, the section entitled DEFINITIONS is amended to add the following definition: Written contract means a written contract or written agreement that requires you to make a person or organization an additional insured on this coverage part, provided the contract or agreement: A. is currently in effect or becomes effective during the term of this policy; and B. was executed prior to: 1. the bodIly Injury or property damage; or 2. the offense that caused the personal and advertising InJury; for which the additional insured seeks coverage. Any coverage granted by this endorsement shall apply solely to the extent permissible by law. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effect on the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, andconcurrently with said Polio)ex 9XX (10-16) Hey No: 7018304635Page 2 of 2 Endorsement No: 6VALLEY FORGE INSURANCE COMPANY EKective Date: 02/12/2022 Insured Name: ,JC COWERCIAL, INC. Copyright CNA AH Rights Ru@wed. Includes a>pyr+ghted material of Insurance Services Office, Inc., with its permission. DowSign Envelope ID: BC481EDD-599240A:>A8B0-3440953CH(>4A CNN CNA PARAMOUNT Changes - Notice of Cancellation or MaterialRestriction Endorsement This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PARTEMPLOYEE BENEFITS LIABILITY COVERAGE PARTLIQUOR LIABILITY COVERAGE PARTOWNERS AND CONTRACTORS PROTECTIVE LIABILITY COVERAGE PARTPRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PARTRAILROAD PROTECTIVE LIABILITY COVERAGE PARTSTOP GAP LIABILITY COVERAGE PARTTECHNOLOGY ERRORS AND OMISSIONS LIABILITY COVERAGE PARTSPECIAL PROTECTIVE AND HIGHWAY LIABILITY POLICY – NEW YORK DEPARTMENT OF TRANSPORTATION SCHEDULE Number of days notice (other than for nonpayment of premium): Number of days notice for nonpayment of premium Name of person or organization to whom notice will be sent: 030 10 PER SCHEDULE ON FILE Address PER SCHEDULE ON FILE PER SCHEDULE ON FILE If no entry appears above, the number of days notice for nonpayment of premium will be 10 days. 8 !\:1 Eg gaD He8 i It is understood and agreed that in the event of cancellation or any material restrictions in coverage during the policyperiod, the Insurer also agrees to mail prior written notice of cancellation or material restriction to the person ororganization listed in the above Schedule. Such notice will be sent prior to such cancellation in the manner prescribed inthe above Schedule. All other terms and conditions of the Policy remain unchanged. This endorsement, which forms a part of and is for attachment to the Policy issued by the designated Insurers, takes effecton the effective date of said Policy at the hour stated in said Policy, unless another effective date is shown below, and expires concurrently with said Policy. CNA74702XX (1-15)Page 1 of 1VALLEY FORGE INSURANCE COMPANY Insured Name: JC COMMERCIAL, INC. Policy No: 7018304635Endorsement No: 24Effective Date: 02/12/2022 Copyriglt CNA All Rights Rnmyed. DocuSign Envelope ID: BC481EDD-599240A3-A8B0-34409530404A CJVA Business Auto PolicyPolicy Endorsement1[=” It is understood and agreed that: If you have agreed under written contract to provide notice of cancellation to a party to whom the Agent ofRecord has issued a Certificate of Insurance, and if we cancel a policy term described on that Certificate ofInsurance for any reason other than nonpayment of premium, then notice of cancellation will be provided to such Certificateholders at least 30 days in advance of the date cancellation is effective. If notice is mailed, then proof of mailing to the last known mailing address of the Certificateholder on file with the Agent of Record will be sufficient to prove notice. Any failure by us to notify such persons or organizations will not extend or invalidate such cancellation, orimpose any liability or obligation upon us or the Agent of Record. All other terms and conditions of the policy remain unchanged This endorsement, which forms a part of and is for attachment to the policy issued by the designated Insurers, takes effect on the Policy Effective date of said policy at the hour stated in said policy, unless another effectivedate {the Endorsement Effective Date) is shown below, and expires concurrently with said policy. Farm No: CNA68021 XX (02-2013) Endorsement Expiration DateEndorsement Effective Date Endorsement No: 1 1 ; Page: 1 of 1 Underwriting Company: The Continental Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy No: BUA 7018304649 Policy Effective Date: 02/12/2022 Policy Page: 58 of 70 © Copyright CN A All Rights Reserved. DocuSign Envelope ID: BG181EDD-5992JtOA3-A8B0-3'H09530404A CAIA Workers Compensation And Employers Liability InsurancePolicyholder NoticeIF It is understood and agreed that: If you have agreed under written contract to provide notice of cancellation to a party to whom the Agent ofRecord has issued a Certificate of Insurance, and if we cancel a policy term described on that Certificate of Insurance for any reason other than nonpayment of premium, then notice of cancellation will be provided tosuch Certificate Holders at least 30 days in advance of the date cancellation is effective. If notice is mailed, then proof of mailing to the last known mailing address of the Certificate Holder on file withthe Agent of Record will be sufficient to prove notice. Any failure by us to notify such persons or organizations will not extend or invalidate such cancellation, orimpose any liability or obligation upon us or the Agent of Record. All other terms and conditions of the policy remain unchanged. This endorsement. which forms a part of and is for attachment to the policy issued by the designated Insurers.takes effect on the Policy Effective Date of said policy at the hour stated in said policy, unless anothereffective date (the Endorsement Effective Date) is shown below, and expires concurrently with said policy unless another expiration date is shown below. Form No: CC68021 A (Q2-2013) Policyholder Notice; Page: 1 of 1Underwriting Company: Valley Forge Insurance Company, 151 N Franklin St, Chicago, IL 60606 Policy No: WC 7 18304652 Policy Effective Date: 02/1 2/2022Policy Page: 4 of 42 © Copyright CNA All Rights Reserved. D'>c;LJSign EIweIQpe ID: BC481EDD-599240A3-A9#4\?9EFH)L4Lell = Fleet Services Expansion Updated IO JUN 2022 AIA A1 01 Owner-Contractor Agreement P"nted an 6/10/2022 at 1 :13 PMExhibit Z - Schedule of Exhibits Prepared By Date Due Exhibit "A" – A201 General Conditions Owner Attached Exhibit "B" – Drawings and Specifications Exhibit "C" – Key Personnel Exhibit "D" – Alternates Owner Attached V \WI bIas•P•vl FtbbOILrl ICU Owner Attached L=AI II VI L b – /lllV VV CAI Iva\=Not Used Exhibit "F" – Unit Price Proposal Form Exhibit "G" – Initial Schedule of Values Contractor Attached Contractor 15-Jul-22 Exhibit "H" – Contractor's Construction Schedule Contractor Attached Exhibit "l" – Escrow Agreement Exhibit "J" – Conflict of Interest Questionnaire Not Used Contractor Attached Exhibit "K" – Proposal Form Exhibit "L" – Wage Rates Exhibit "M" – Clarifications for Alternates 4 & 5 Owner Attached Owner Attached Contractor Attached Exhibit "N" to "X" – Intentionally Omitted N/A Exhibit "Y" – Contractor’s Insurance Certificate(s)Contractor Owner's Consultant Attached Exhibit "Z" – Schedule of Exhibits This Document 220610 DFLXAIOI Exhibit z - Schedule of Exhibits REV 02.01 JS ,dit,.,I,x Page 1 of 1 © 2022 Peak Program Value. LLC All Rights Reserved DocuSign Envelope ID: BC481EDD-599240A3-A8B0-34409530404A Document A201'2017 General Conditions of the Contract for Construction for the following PROJECT: (Name and location or address) Fleet Services Expansion804 Texas Street Denton. TX 76209 THE OWNER: (Name, legal status and address) This document has importantlegal consequences. Consultation with an attorney is encouraged with respect to its completion or modification.City of Denton 215 East McKinney StreetDenton. Texas 76201 (940) 349-8307 For guidance in modifying thisdocument to include supplementary conditions, seeAIA Document A503T", Guide for Supplementary Conditions. THE ARCHITECT: (Name, legal status and address) Nelson + Morgan Architects, Inc.2717 Wind River Lane Suite 230 Denton, TX 762 10 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 Init. / AIA Document A201®- 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987. 1997, 2007 and 2017 by TheAmerican Institute of Architects. All rights reserved. The “American Institute of Architects," “AIA," the AIA Logo, "A201." and “AIA Contract Documents" areregistered trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21 :31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments® Terms of Service. To report copyright violations, e-mail copyright@aia.orgUser Notes: 0297568338) 1 DocuSign Envelope ID: BC481EDD-599240A3-A8B0-34409530404A 14 15 TERMINATION OR SUSPENSION OF THE CONTRACT CLAIMS AND DISPUTES Init. / American Institute of Architects. All rights reserved. The "American Institute of Architects," “AIA,” the AIA Logo, "A201," and “AIA Contract Documents” areregistered trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21 :31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, is not for resale, is licensed for one-time use only. and may only be used in accordance with the AIA ContractDocuments® Terms of Service. To report copyright violations, e-mail copyright@aia.orgUser Notes: (1297568338) 2 DocuSign Envelope ID: B(}481EDD-5992djOA3-A8B0-34409530404A INDEX (Topics and numbers in bold are Section headings.) Architect’s Authority to Reject Work3.5. 4.2.6, 12.1.2. 12.2.1 Architect’s Copyright1.1.7. 1.5Architect’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, 13.4Architect’s Instructions 3.2.4, 3.3.1, 4.2.6, 4.2.7, 13.4.2 Architect’s Interpretations4.2.11, 4.2.12 Architect’s Project Representative4.2.10 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, 12.3Access to Work 3.16. 6.2.1, 12.1Accident Prevention 10Acts and Omissions 3.2, 3.3.2, 3.12.8, 3.18, 4.2.3, 8.3.1, 9.5.1,10.2.8, 13.3.2, 14.1, 15.1.2, 15.2 10.2.5, Addenda 1.1.1 Additional Costs, Claims for 3.7.4, 3.7.5, 10.3.2, 15.1.5 Additional Inspections and Testing9.4.2. 9.8.3, 12.2.1, 13.4Additional Time, Claims for 3.2.4, 3.7.4, 3.7.5, 3.10.2, 8.3.2, 15.1.6Administration of the Contract 3.1.3. 4.2, 9.4, 9.5Advertisement or Invitation to Bid 1.1.1Aesthetic Effect 4.2.13 Allowances 3.8 Applications for Payment4.2.5, 7.3.9, 9.2, 9.3, 9.4, 9.5.1 Architect’s Relationship with Contractor 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, 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 Subcontractors1.1.2, 4.2.3, 4.2.4. 4.2.6. 9.6.3. 9.6.4, 11.3 Architect’s Representations9.4.2, 9.5.1, 9.10.1Architect’s Site Visits 3.7.4, 4.2.2, 4.2.9, 9.4.2, 9.5.1, 9.9.2, 9.10.1, 13,4Asbestos 10.3.1 As-Built Documents. Definition of 1.1.11 Approvals2.1.1, 2.3.1, 2.5, 3.1.3,3.12,10.1, 4.2.7, 9.3.2, 13.4.1Arbitration 8.3.1. 15.3.2, 15.4ARCHITECT .4, 9.6.3, 9.7, 9.10 Attorneys’ Fees3.18.1. 9.6.8, 9.10.2. 10.3.3 Award of Separate Contracts6.1.1. 6.1.2Award of Subcontracts and Other Contracts for Portions of the Work 5.2 Basic Definitions 1.1 Bidding Requirements1.1.1 Binding Dispute Resolution8.3.1, 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 Payment7.3.4.4. 9.6.7, 9.10.3, 11.1.2, 11.1.3. 11.5 Building Information Models Use and Reliance1.8 Building Permit 3.10.2,3.12.8,3.12.9, 4 Architect, Definition of4.1.1 Architect, Extent of Authority2.5, 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 Responsibility2.1.1, 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. 15.1.4, 15.2 Architect’s Additional Services and Expenses 2.5, 12.2.1. 13.4.2, 13.4.3, 14.2.4Architect’s Administration of the Contract 3.1.3, 3.7.4, 15.2, 9.4.1, 9.5 Architect’s Approvals2.5, 3.1.3, 3.5, 3.10.2, 4.2.7 3.7.1 Capitalization1.3 Init. / AIA Document A201®- 2017. Copyright © 191 1, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by TheAmerican Institute of Architects. All rights reserved. The “American Institute of Architects," "AIA,” the AIA Logo, "A201," and “AIA Contract Documents" areregistered trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21 :31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments® Terms of Service. To report copyright violations, e-mail copyright@aia.org.User Notes: (1297568338) 3 DocuSign Envelope ID: BC481EDD-599240A3-A8B0-34409530404A Certificate of Substantial Completion9.8.3, 9.8.4. 9.8.5 Certificates for Payment4.2.1, 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. 15.1.4 Certificates of Inspection, Testing or Approval13.4.4 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 of7.2.1CHANGES 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, 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, 15.4.3Concealed or Unknown Conditions 3.7.4, 4.2.8, 8.3.1, 10.3Conditions 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 15.4.4CONSTRUCTION BY OWNERSEPARATE CONTRACTORS 1.1.4, 6 OR BY 11.5 Construction Change Directive, Definition of7.3.1 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 Claims, Definition of15.1.1 Claims, Notice of 1.6.2, 15.1.3CLAIMS 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 15.4.1Claims for Additional Cost 3.2.4, 3.3.1, 3.7.4, 7.3.9, 9.5.2, 10.2.5, 10.3.2, 15.1.5Claims for Additional Time 3.2.4, 3.3.1, 3.7.4, 6.1.1, 8.3.2, 9.5.2, 10.3.2, 15.1.6Concealed or Unknown Conditions, Claims for3.7.4 Claims for Damages3.2.4. 3.18, 8.3.3, 9.5.1, 9.6.7, 10.2.5, 10.3.3, 11.3.2, 14.2.4. 15.1.7 Claims Subject to Arbitration 15.4.1 Cleaning Up3.15. 6.3 • Commencement of the Work, Conditions Relating to2.2.1, 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, 8.2.2, 8.3.1, 11.1, 11.2, 15.1.5Commencement of the Work, Definition of8.1.2 Communications 3.9.1. 4.2.4 Completion, Conditions Relating to3.4.1, 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, 15.1.2COMPLETION, PAYMENTS AND 9 Completion, Substantial3.10.1, 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 1.1.10 Constnlction Schedules, Contractor’s 3.10, 3.11, 3.12.1. 3.12.2. 6.1.3. 15.1.6.2 Contingent Assignment of Subcontracts5.4, 14.2.2.2 Continuing Contract Performance15.1.4 Contract, Definition of1.1.2CONTRACT, TERMINATIONSUSPENSION OF THE 5.4.1.1. 5.4.2, 11.5, 14 OR 11 .3,Contract Administration 3.1.3, 4, 9.4. 9.5 Contract Award and Execution, Conditions Relating 10 3.7.1, 3.10, 5.2, 6.1 Contract Documents, Copies Furnished and Use of1,5.2, 1,5,5, 2,3 ,6, 5,3Contract Documents, Definition of 1.1.1Contract 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, 15.1.5. 15.2.5Contract 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 of8.1.1 Init. / AIA Document A201® - 2017. Copyright © 191 1, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 19701 19761 19871 19971 2007 and 2017 by TheAmerican Institute of Architects. All rights reserved. The “American Institute of Architects," "AIA,- the AIA Logo, "A201," and “AIA Contract Documents- areregistered trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21 :31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments® Terms of Service. To report copyright violations, e-mail copyright@aia.org User Notes: (1297568338) 4 DocuSign Envelope ID: BG+81EDD-5992z10A3-A8B0-3#109530404A CONTRACTOR 3 Contractor, Definition of 3.1, 6.1.2Contractor’s Construction 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, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2,10.3, 11.3, 14.1, 14.2.1.1 Contractor’s Liability Insurance11.1 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 Patching3.14, 6.2.5 Damage to Construction of Owner or SeparateContractors 3.14.2, 6.2.4, 10.2,1.2, 10.2.5, 10.4, 12.2.4 Damage to the Work3.14.2. 9.9.1, 10.2.1.2, 10.2.5. 10.4, 12.2.4 Damages, Claims for3.2.4, 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 Delay6.2.3, 8.3.3, 9.5,1.6, 9.7, 10.3.2. 14.3.2Date of Commencement of the Work, Definition of8.1.2 Date of Substantial Completion, Definition of8.1.3 and Submittal Contractor’s Relationship with Separate Contractorsand 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 Architect1.1.2, 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, 9.9, 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 theWork 3.3.2, 3.18, 5.3, 6.1.3, 6.2, 9.5.1, 10.2.8Contractor’s Review of Contract Documents 3.2 Contractor’s Right to Stop the Work2.2.2, 9.7 Contractor’s Right to Terminate the Contract14.1 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 Superintendent3.9, 10.2.6 Contractor’s SupervisionProcedures 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, 15.1.4Coordination 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 Copyrights1.5. 3.17Correction 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, 15.2.1Correlation and Intent of the Contract Documents Day, Definition of8.1.4 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, 15.2Decisions to Withhold Certification 9.4.1, 9.5. 9.7, 14.1.1.3 Defective or Nonconforming Work, Acceptance, Rejection and Correction of2.5, 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 Time3.2, 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 Digital Data Use and TransmissionHI.7, 1.7.1 Disputes6.3, 7.3.9, 15.1. 15.2 Documents and Samples at the Site3.11 I and Construction Drawings, Definition of1.1.5 Drawings and Specifications, Use and Ownership of 3.11 Effective Date of Insurance 8.2.2 Emergencies10.4, 14.1.1.2. 15.1.5 Employees, Contractor’s3.3.2. 3.4.3, 3.8.1, 3.9. 3.18.2. 4.2.3. 4.2.6. 1.1.14 1.2 Cost, Definition of 7.3.4 10.3.3, 11.3, 14.1, 14.2.1.1 Equal to (or Approved Equal), Definition of 10.2, Init. / AIA Document A201®- 2017. Copyright © 191 1, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by TheAmerican Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo. "A201," and “AIA Contract Documents” areregistered trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21 :31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments® Terms of Service. To report copyright violations, e-mail copyright@aia.org.User Notes: (1297568338) 5 DocuSign Envelope ID: BC481EDD-599240A3-A8B0-34409530404A Equipment, Labor, or Materials1.1.3, 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, 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 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, 15.1.4Extensions 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 Payment9.5.1.3, 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 Payment4.2.1, 4.2.9. 9.8.2, 9.10. 12.3. 14.2.4. 14.4.3 Financial Arrangements, Owner’s2.2.1, 13.2.2. 14.1.1.4 Force Majeure. Definition of1.1.15GENERAL PROVISIONS 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 Expiration11.1.4, 11.2.3 Insurance, Contractor’s Liability11.1 Insurance. Effective Date of8.2.2, 14.4.2 Insurance, Owner’s Liability11.2 Insurance, Property 10.2.5, 11.2, 11.4, 11.5 Insurance, Stored Materials9.3.2INSURANCE AND BONDS 11 Insurance Companies, Consent to Partial Occupancy9.9.1 Insured loss, Adjustment and Settlement of Intent of the Contract Documents 1.2.1, 4.2.7, 4.2.12, 4.2.13 11.5 1 Governing Law13.1 Guarantees (See Warranty)Hazardous Materials and Substances 10.2.4, 10.3 Identification of Subcontractors and Suppliers5.2.1 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 Owner2.1.2, 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, 15.1.4Initial Decision Interest 13.5 Interpretation 1.1.8, 1.2.3, 1.4, 4.1.1, 5.1, 6.1.2, 15.1.1 Interpretations, Written4.2.11, 4.2.12 Judgment on Final Award15.4.2 Knowledge, Definition of1.1.16 Labor and Materials, Equipment1.1.3, 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 15.2 Initial Decision Maker, Definition of1.1.8 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 Authority14.2.4, 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 Property10.2.8. 10.4 Inspections3.1.3, 3.3.3, 3.7.1, 4.2.2, 4.2.6, 4.2.9. 9.4.2. 9.8.3. Laws and Regulations1.5, 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 Liability3.2.2, 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, 13.3.1Limitations 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. 15.1.5Materials, Hazardous10.2.4, 10.3 9.9.2, 9.10.1, 12.2.1, 13.4Instructions 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 Init AIA Document A201® - 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 19871 19971 2007 and 2017 by TheAmerican Institute of Architects. All rights reserved. The "American Institute of Architects," “AIA,” the AIA Logo, "A201," and “AIA Contract Documents" areregistered trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21 :31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments® Terms of Service, To report copyright violations, e-mail copyright@aia.orgUser Notes: 0297568338) 6 DocuSign Envelope ID: BCH81EDD-5992JtOA3-A8B0-34409530404A 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 andProcedures of Construction 3.3.1, 3.12,10, 4.2.2, 4.2.7, 9.4.2Mechanic’s Lien 2.1.2, 9.3.1, 9.3.3, 9.6.8, 9.10.2, 9.10.4, 15.2.8Mediation8.3.1, 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 Work1.1.1, 3.4.2, 3.12.8, 4.2.8, 7.1, 7.4MISCELLANEOUS PROVISIONS 13 Modifications. Definition of1.1.1 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 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, Owner’s Insurance 11.2 Owner’s Relationship with Subcontractors1.1.2. 5.2, 5.3, 5.4, 9,6.4, 9.10.2. 14.2.2 Owner’s Right to Carry Out the Work2.5, 14.2.2 Owner’s Right to Clean Up6.3 Owner’s Right to Perform Construction and to Award Separate Contracts 15,2,7 Mutual Responsibility6.2 Nonconforming Work, Acceptance of 9.6.6. 9.9.3. 12.3 Nonconforming Work, Rejection and Correction of2.4, 2.5, 3.5, 4.2.6, 6.2.4, 9.5.1, 9.8.2, 9.9.3, 9.10.4,12,2 6.1 Owner’s Right to Stop the Work2.4 Owner’s Right to Suspend the Work14.3 Owner’s Right to Terminate the Contract14.2, 14.4 Ownership and Use of Drawings, Specifications Other Instruments of ServiceDesignNotice 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. 15.1.5.15.1.6. 15.4.1 Notice of Cancellation or Expiration of Insurance11.1.4, 11.2.3Notice 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 Inspections13.4.1. 13.4.2 Observations. Contractor’s3.2. 3.7.4 Occupancy2.3.1. 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, and Documents 1.1.1, 1.1.6, 1.1.7, 1.5, 1.5.1. 1.5.2, 1.5.3 2.3.6, 3.2.2, 3.11, 3.17, 4.2.12, 5.3Partial Occupancy or Use9.6.6, 9.9 Patching, Cutting and 3.14, 6.2.5 1.5.4 1.5.5 Patents 3.17 Payment, Applications for 4.2.5, 7.3.9, 9.2, 9.3, 9.4, 9.5, 9.6.3, 9.7, 9.8.5, 9.10,1,14.2.3, 14.2.4, 14.4.3 Payment, Certificates for4.2.5, 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 of9.5.1.3, 9.7. 9.10.2. 13.5. 14.1.1.3. 14.2.1.2 Payment, Final4.2.1, 4.2.9, 9.10, 12.3. 14.2.4, 14.4.3 Payment Bond, Performance Bond and7.3.4.4, 9.6.7, 9.10.3. 11.1.2 Payments, Progress9.3. 9.6, 9.8.5, 9.10.3. 14.2.3. 15.1.4PAYMENTS AND COMPLETION 14.3.1OWNER 2 Owner. Definition of2.1.1 Owner, Evidence of Financial Arrangements2.2, 13.2.2, 14.1.1.4 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 Init AIA Document A201€’- 2017. Copyright © 191 1. 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by TbeAmerican Institute of Architects. All rights reserved. The "American Institute of Architects.” "AIA,” the AIA Logo. "A201," and “AIA Contract Documents" areregistered trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21 :31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments® Terms of Service. To report copyright violations. e-mail copyright@aia.org.User Notes: (1297568338) 7 DocuSign Envelope ID: BC481EDD-599240A3-A8BO-34409530404A PCB 10.3.1 Performance Bond and Payment Bond7.3.4.4, 9.6.7, 9.10.3. 11.1.2 Permits, Fees, Notices and Compliance with Laws2.3.1. 3.7, 3.13, 7.3.4.4, 10.2.2PERSONS AND PROPERTY, PROTECTION OF 10 Polychlorinated Biphenyl10.3.1 Product Data, Definition of3.12.2 Product Data and Samples, Shop Drawings3.11, 3.12. 4.2.7 Progress and Completion 4.2.2, 8.2, 9.8, 9.9.1, 14.1.4, 15.1.4 Progress Payments9.3, 9.6, 9.8.5, 9.10.3, 14.2.3, 15.1.4 Project, Definition of1.1.4 Project Representatives4.2.10 Royalties, Patents and Copyrights3.17 Rules and Notices for Arbitration 15.4.1 Safety of Persons and Property10.2, 10.4 Safety Precautions and Programs3.3.1, 4.2.2, 4.2.7, 5.3, 10.1, 10.2, 10.4 Samples, Definition of3.12.3 Samples, Shop Drawings, Product Data and3.11, 3.12. 4.2.7 Samples at the Site, Documents and3.11 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 Contractors1.1.4, 3.12.5, 3.14.2, 4.2.4, 4.2.7, 6, 8.3.1, 12.1.2 Separate Contractors, Definition of6.1.1 Shop Drawings, Definition of3.12.1Property Insurance10.2.5. 11.2 Proposal Requirements1.1.1 Shop Drawings, Product Data and Samples3.11, 3.12, 4.2.7 Site, Use of 3.13, 6.1.1, 6.2.1 PROTECTION OF PERSONS AND PROPERTY 10 Regulations and Laws1.5, 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 Work4.2.6. 12.2.1Releases 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 Representatives2.1.1, 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 Site Inspections3.2.2, 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 Testing4.2.6, 12.2.1. 13.4 Specifications, Definition of1.1.6 Specifications1.1.1, 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 Retainage 9.3.1, 9.6.2, 9.8.5, 9.9.1, 9.10.2, 9.10.3Review of Contract Documents Conditions by Contractor3.2. 3.12.7. 6.1.3Review of Contractor’s Architect Stopping the Work2.2.2, 2.4, 9.7, 10.3, 14.1Stored Materials 6.2.1, 9.3.2. 10.2.1.2. 10.2.4 Subcontractor, Definition of5.1.1SUBCONTRACTORS and Field Submittals by Owner and 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 Contractor3.12 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, 14.2.1Submittals 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 Rights and Remedies 1.1.2, 2.4, 2.5, 3.5, 3.7.4, 3.15.2, 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 Init. / AIA Document A201® - 2017. Copyright © 191 1, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by TheAmerican Institute of Architects. All rights reserved. The "American Institute of Architects," ''AIA,” the AIA Logo, "A201," and “AIA Contract Documents" areregistered trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21 :31 ET on 05/27/2022 under Order No.2114328465 which expires on 05/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments® Terms of Service. To report copyright violations, e-mail copyright@aia.org User Notes: (1297568338) 8 DocuSign Envelope ID: BC481EDD-599240A3-A8B0-34409530404A Submittal Schedule 3.10.2, 3.12.5, 4.2.7 Subrogation, Waivers of6.1.1. 11.3 Substances, Hazardous10.3 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 of9.8.1 Substitution of Subcontractors 5.2.3, 5.2.4Substitution of Architect 2.3.3 Substitutions of Materials 3.4.2, 3.5. 7.3.8 Sub-subcontractor, Definition of5.1.2 Subsurface Conditions 3.7.4 Successors and Assigns13.2 Superintendent3.9, 10.2.6 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, 8.2, 8.3.1, 9.4.2, 10, 12, 14, 15.1.4 Suppliers1.5, 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 Surety5.4,1.2, 9.6.8, 9.8.5, 9.10.2. 15,2.7 Surety, Consent of9.8.5, 9.10.2. 9.10.3 Surveys1.1.7. 2.3.4 Suspension by the Owner for Convenience14.3 TERMINATIONCONTRACT 14 OR SUSPENSION OF THE Tests and Inspections3.1.3, 3.3.3, 3.7.1, 4.2.2. 4.2.6. 4.2.9, 9.9.2, 9.10.1, 10.3.2, 12.2.1, 13.4TIME 8 9.4.2,9.8.3, Time, Delays and Extensions of 1.9, 3.2.4, 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, 15.4Time Limits on Claims 3.7.4, 10.2.8, 15.1.2. 15.1.3Title to Work 9.3.2, 9.3.3UNCOVERING AND CORRECTION OF WORK 12 Uncovering of Work12.1 Unforeseen Conditions. Concealed or Unknown3.7.4, 8.3.1, 10.3Unit Prices 7.3.3.2, 9.1.2Use of Documents 1.1.1, 1.5, 2.3.6, 3.12.6, 5.3Use of Site 3.13, 6.1.1, 6.2.1 Values, Schedule of 9.2, 9.3.1 Waiver of Claims by the Architect13.3.2 Waiver of Claims by the Contractor9.10.5, 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 Damages14.2.4. 15,1.7Waiver of Liens 9.3. 9.10.2. 9.10.4 Waivers of Subrogation6.1.1, 11.3Warranty 9.10.3 11.1.2.14.2.2. Suspension of the Work3.7.5, 5.4.2. 14.3 Suspension or Termination of the Contract5.4.1.1. 14Taxes 3.6, 3.8.2.1. 7.3.4.4 Termination by the Contractor14.1. 15.1.7 Termination by the Owner for Cause 5.4.1.1, 14.2, 15.1.7 Termination by the Owner for Convenience 1.9, 3.5, 4.2.9, 9.3.3, 9.8.4, 9.9.1, 9.10.2, 9.10.4,12.2.2, 15.1.2 Weather Delays8.3, 15.1.6.2 Work, Definition of1.1.3 Written Consent 1,5,29 1,5,51 3,4,2) 3,7,4> 3, 12,8) 3 , 14,2> 4, 1,29 9,3,2)9.10.3, 13.2, 13,3.2, 15.4.4.2 14.4 Termination of the Architect 2.3.3 Termination of the Contractor Employment14.2.2 Init.AIA Document A201® - 2017. Copyright © 191 1, 1915, 1918, 1925, 1937, 1951, 1958. 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by TheAmerican Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and “AIA Contract Documents” areregistered trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21 :31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments® Terms of Service. To report copyright violations, e-mail copyright@aia,orgUser Notes: 0297568338) 9 DocuSign Envelope ID: BC481EDD-5992+0A3-A8B0-34409530404A Written Interpretations4.2.11, 4.2.12 Written Orders 1.1.1, 2.4, 3.9, 7, 8.2.2, 12.1, 12.2, 13.4.2, 14.3.1 Init. / AIA Document A201o - 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by TheAmerIcan 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 1 1 :21 :31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, 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: 0297568338) 10 DocuSign Envelope ID: BCH81EDD-5992JtOA3-A8B0-:P1409530404A ARTICLE 1 GENERAL PROVISIONS S 1.1 Basic DefinitionsS 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 minorchange 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 fumished 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 inpreparing the Agreement, 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. S 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 the 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. S 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 services provided or to be provided by the Contractor to fulfill the Contractor’s obligations. supplies, skill, supervision, transportation, support services, facilities and other resources necessary or proper or incidental to the can)'ing out and completion of the terms of the contract and all other items of cost or value needed to produce, construct and fully complete the Work identified by the Contract Documents. The Work may constitute the whole or a part of the Project. S 1.1.4 The Project The Project is the total construction of which the Work performed under the Contract Documents may be the whole ora part and which may include construction by the Owner and by Separate Contractors. S 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. S 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. S 1.1.7 Instruments of Sewico sketches, drawings, specifications, and other similar materials. Init. / AIA Document A201€’- 2017. Copyright © 191 1, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by TbeAmerican Institute of Architects. All rights reserved. The ''American Institute of Architects," "AIA," the AIA Logo, "A201," and “AIA Contract Documents" areregistered trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21 :31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments® Terms of Service. To report copyright violations, e-mail copyright@aia.org.User Notes: 0297568338) 11 DocuSign Envelope ID: BC481EDD-5992-+0A3-A8B0-34409530404A $ 1.1.7 Design Documents Desiw Documents are representations, in any medium of expression now known or later developed, of the tangibleand intangible creative work performed by the Architect and the Architect’s consultants under their respective professional services agreements. Design Documents may include, without limitation, studies, surveys, models,sketches, drawings, specifications, the Project Manual and other similar materials. S 1.1.8 Initial Decision Maker The Initial Decision Maker is the person identified in the Agreement to render initial decisions on Claims in shall not be liable for results of interpretations or decisions rendered in good faith.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 themshall 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 aContract Document. The Construction Management Plan must include, at a minimum and without limitation, the following separate deliverables, which are subject to review and approval 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. andother 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 . $ 1.1.12 Work Breakdown Structure The project’s Work Breakdown Structure ('’WBS") is a deliverable-oriented, hierarchical orRanization of the Project components to be executed by the Owner, and its accompanying numbering system. The WBS will be mutually agreedupon by the Owner and Architect and used by the Contractor. $ 1.1.13 Equal to (or 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 ContractDocuments; 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 .14 Force Majeure An act of God, fire, tornado, hurricane, flood, earthquake, explosion, war on American soil, civil disturbance, laborstrikes, and similar unavoidable circumstances beyond Contractor’s control, not caused by the negligent act oromission 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 project labor or a "no strike" agreement. $ 1 .1.15 Knowledge 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, recognizes 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 Init. / AIA Document A201® - 2017. Copyright © 191 1 , 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by TheAmerican Institute of Architects. All rights reserved. The “American Institute of Architects," “AIA," the AIA Logo, "A201," and “AIA Contract Documents” areregistered trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21:31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments® Terms of Service. To report copyright violations, e-mail copyright@aia.org.User Notes: 0297568338) 12 DocuSign Envelope ID: BC481EDD-599240A3-A8B0-3#t09530404A and prudent contractor familiar with the Work and in accordance with the highest standards in the construction profession. 1.1.16 Notice to Proceed A written instrument from the Owner to the Contractor requiring the Contractor to proceed with performance of activities, including, but not limited to development of submittals, ordering of materials, and any other services (the '’Preconstruction Services") required to prepare for and expedite the construction of the Work as required by theContract Documents; and complete the Work (the "Construction Services"). $ 1.2 Correlation and Intent of the Contract Documents S 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 qualityrequirements 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 earlierContract Documents . .2 Should there be a conflict within the Specifications, or within the Drawings, or between the Drawings and Specification, the Architect shall decide which stipulation will provide the best installation and its decisionshall 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 bothwithout any extra charge. .4 The Drawings, for purposes of clearness and legibility, are essentially diagrammatic, and although the sizes and locations of equipment are 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 properly coordinate its work with that of the Owner and all Separate Contractors. It is not within the scope of the Drawings to show all necessary 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 Fiwed 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 referredto the Architect for interpretation. S 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 orunenforceable, 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 giveeffect to the parties’ intentions and purposes in executing the Contract. Sl.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 beperformed by any trade. S 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. Init. / AIA Document A201€’ - 2017. Copyright © 191 1. 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by nIeAmerican Institute of Architects. All rights reserved. The "American Institute of Architects,” "AIA," the AIA Logo. "A201," and “AIA Contract Documents’ areregistered trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21 :31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, is not for resale, is licensed for one-time use only, and may onjy be used in accordance with the AIA ContractDocuments® Terms of Service. To report copyright violations, e-mail copyright@aia.org User Notes: (1297568338) 13 DocuSign Envelope ID: BC481EDD-599240A3-A8B0-34409530404A S 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 published by the Amorican Institute of Architects.that are a part of thisContract. S 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 isnot intended to affect the interpretation of either statement. S 1.5 Ownership and Use of Drawings, Specifications, and Other Instruments of SewiceDesiqn Documents are the product of work made for hire. These are and shall remain the sole property of the Owner. The Architect assigns to Owner all remaining proprietary rights that the Architect and its consultants may possess in the DesiRn 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 regardinR payment for Basic or Additional Services, the Architect is not obligated to deliver additional Design Documents or services for which it claims that it has not been paid, but the Owner’s right to use the Design Documents and other services in its possession shall not be restricted. the specific written consent of the Owner, Architect, and the Architect’s consultants.Project is the property of the Owner, and, without limitation, the Architect may not use the Design Documents for any purpose not related to theProject 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 Documents1 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 Project. At a minimum this information shall be provided in electronic format compatible with the most recent versions of the industry standard software for such information. Specifically, drawings shall be compatible with AutoC ADD; design and engineering calculations compatible with MS Excel; and specifications with MS Word. All layers and information shall be fully accessible (not "PDF", "protected", or ’'plot" files). $ 1.5.4 Submittal or distribution of the Design Documents or any portion thereof to meet official laws, statutes, ordinances and regulatory 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 reproduce the Design Documents provided to them solely and exclusively for execution of the Work. All copies made under this authorization shall bear the copyright notice, if any, shown on the Design Documents. The Contractor1 Subcontractors, Sub-subcontractors, and material or equipment suppliers may not use the Design Documents on other projects or for additions to this Project outside the scope of the Work without the specific written consent of theOwner 51.6 Notice S 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, Init. / AIA Document A201®- 2017. Copyright © 191 1, 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” areregistered trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21 :31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments® Terms of Service. To report copyright violations. e-mail copyright@aia.orgUser Notes: (1297568338) 14 DocuSign Envelope ID: BC481EDD-5992d10A3-A8B0-34409530404A or by electronic transmission if a method for electronic transmission is set forth in the Agreement. In the event noticeis provided by mail, it shall be sent certified return receipt requested. 51.6.2 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 certifiedor 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 Instruments of Service DesiHnDocuments or any other information or documentation in digital form. The parties will use AIA DocumentE203TM 2013, Building Information Modeling and Digital Data Exhibit, 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 theOwner, without limitation, all electronic and hard copies of any Project-related materials, records, notices, memoranda, recordings, drawings, specifications, mock-ups and any other documents furnished by the Owner or theArchitect to the Contractor. S 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 model and without having those protocols set AIA Document G202TNI 2013, Project Building Information Modeling Protocol Form, 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 S 2.1 General S 2.1.1 The Owner is the person or entity identified as such in the Agreement and is referred to throughout the ContractDocuments 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. S 2.1 .2 The Owner shall furnish to the Contractor, within fifteen days after receipt of a written request, information usually referred to as the site, and the Ov,'ner’s Architect or Contractor, who makes a request for information under Texas Government Code Chapter 2253, related to a payment or performance bond: (1) a certified copy of a payment bond and any attachment to the bond; (2) the publicwork contract for which the bond was given; and (3) the toll- Bee telephone number maintained by the Texas Department of Insurance under Subchapter B, Chapter 521, Insurance Code, for obtaining information concerning licensed insurance companies. Ihehe fbllowing infot ) a Ty $ 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, engineer, contractor, cost estimator orany 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 timely manner and shall not delaythe orderly progress of the Work. The Architect and Contractor shall cooperate with such Owner’s other consultants fully and respond to their reviews and comments in writing in a timely and comprehensive manner. This provision shall not be interpreted to require the Owner to obtain an independent review or implythat the Owner is in any way assuming responsibility for the work of the Architect and Contractor. Init. / AIA Document A201®- 2017. Copyright © 191 1, 1915, 1918, 1925, 1937, 1951, 1958. 1961, 1963, 1966, 1970. 1976, 1987, 1997, 2007 and 2017 by TheAmerican Institute of Architects. All rights reserved. The “American Institute of Architects." "AIA," the AIA Logo, "A201." and “AIA Contract Documents" areregistered trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21 :31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocumentso Terms of Service. To report copyright violations. e-mail copyright@aia.orgUser Notes: 0297568338) 15 DocuSign Envelope ID: BC481EDD-599240A3-A8B0-34409530404A S 2.2 Evidence of the Owner’s Financial Arrangements S 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 appropriately. S 2.2.2 Following commencement of the Work and upon within ten (10) business days of written request by theContractor, 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 regardingthe 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 extended appropriately 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 in the Contract Documents. S 2.2.3 After the Owner fbrnishes evidence of financial arrangements under this Section 2.2, the Owner shall notmaterially vary such financial arrangements without prior notice to the Contractor. S 2.2.4 Where the Owner has designated information furnished 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 disclosinR to Subcontractors, sub-Subcontractors, or any other tier of vendor. S 2.3 Information and Services Required of the OwnerS 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 shan 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. S 2.3.2 The Owner shall retain an architect lawfblly 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. S 2.3.3 if the employment of the Architect terminates, the Owner shall employ a successor to whom the Contractor has no reasonable objection and whose status under the Contract Documents shall be that of the Architect. S 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 theWork S 2.3.5 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 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 A201®- 2017. Copyright © 191 1 , 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by TheArnerican Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201." and “AIA Contract Documents- areregistered trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21 :31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments® Terms of Service. To report copyright violations, e-mail copyright@aia.org .User Notes: 0297568338) 16 DocuSign Envelope ID: BCH81EDD-5992J+0A3-A8B0-3zU109530404A 52.3.6 Unless otherwise provided in the Contract Documents, the Owner shall furnish to the Contractor one copy ofthe Contract Documents for purposes of making reproductions pursuant to Section 1.5.2.Section 1.5.5. S 2.3.7 The foregoing are, without limitation and in addition to, the other duties and responsibilities of the Owner specified in Article 6; Article 9; and Article 1 1. S 2.4 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 repeatedly 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 bySection 6.1.3.by Section 6.1.3 nor shall the exercise of the Owner’s right hereunder give rise to any claim byContractor for additions to the Contract Sum or Contract Time. S 2.5 Owner’s Right to CarTy Out the WorkIf the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a ten day period after receipt of notice from the Owner forty-eight (48) hours from receipt of written noticefrom 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 Architect may, 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 Riqhts S 2.6.1 The rights stated in this Article 2 and elsewhere in the Contract Documents are cumulative and not in limitation of any rights of the Owner granted in the Contract Documents; at law; or in equity. $ 2.6.2 in no event shall the Owner or Architect have control over, charge of, or any responsibility for constructionmeans, methods, techniques, sequences, or procedures or for safety precautions and programs in connection with the Work. Notwithstanding anything else herein, and without limitation, any review(s), independent or otherwise, or approval(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, shop drawings, submittals, meeting minutes or other Contractor’s services, deliverables or activities; nor the exercising of any of the rights and authority 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 safety precautions, 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 person(s) and/or personnelfrom any 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 use, possession of contraband, belligerent acts or actions. The Contractor shall provide replacement person(s) and/or personnel acceptable to the Owner at no cost to the Owner. ARTICLE 3 CONTRACTOR S 3.1 GeneralS 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 Init. / AIA Document A2018- 2017. Copyright © 1911, 1915, 1918. 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by TheAmerican Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA,” the AIA Logo, "A201," and “AIA Contract Documents" areregistered trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21 :31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments® Terms of Service. To report copyright violations, e-mail copyright@aia.orgUser Notes: 0297568338) 17 DocuSign Envelope ID= BC481EDD-599240A3-A8B0-34409530404A the jurisdiction where the Project is located. located, Denton County, Texas. The Contractor shall designate in writinga 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. S 3.1 .2 The Contractor shall perform the Work in accordance with the Contract Documents. S 3.1 .3 The Contractor shall not be relieved of its obligations to perform the Work in accordance with the ContractDocuments 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. S 3.2 Review of Contract Documents and Field Conditions by Contractor S 3.2.1 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site, becomegenerally 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 andeach Subcontractor have evaluated and satisfied themselves as to the conditions and limitations under which the Work is to be performed, including, without limitation, (i) the location, condition, layout, and nature of the Project site and surrounding areas and generally prevailing climatic conditions; (ii) anticipated labor supply and costs; (iii) availabilityand 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 performance of the Work. The Owner and Architect shall not be required to make any 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. S 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 existingconditions 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 appropriate responsibility for suchperformance 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. S 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. S 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, aswould 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 authorities.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. Init. / AIA Document A201o- 2017. Copyright © 191 1, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by TheAmerican Institute of Architects. All rights reserved. The "American Institute of Architects," ''AIA,” the AIA Logo, "A201," and “AIA Contract Documents” areregistered trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21 :31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, 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.orgUser Notes: 0297568338) 18 DocuSign Envelope ID: BC481EDD-599240A3-A8B0-34409530404A S 3.3 Supervision and Construction Procedures 53.3.1 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 under the Contract. If the Contract Documents give techniques, sequences, or procedures. in accordance with the Contract Documents. S 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. S 3.3.3 The Contractor shall be responsible for inspection of portions of Work already performed to determine thatsuch portions are in proper condition to receive subsequent Work. $ 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 perform the Work in accordance with the ContractDocuments either by activities or duties of the Architect in their administration of the Contract, or by tests, inspections or approvals required or performed by persons other than the Contractor. S 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 Except The Contractor is encouraged to consider products and systems that improve the project and retain thecharacter of the products specified, but do not alter the intent of the project. However, except in the case of minor changes in the Work approved authorized by the Architect in accordance with Section 3.12.8 or ordered by theArchitect in accordance with Section 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 theArchitect ur&+n+eeordaneewit+bin accordance with the conditions set forth below and elsewhere in the Contract 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 technicalinformation, 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 advantaReous and necessary, 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; Init. / AIA Document A201o- 2017. Copyright © 191 1, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by TIleAmerican Institute of Architects. All rights reserved. The "American Institute of Architects." "AIA," the AIA Logo, "A201," and “AIA Contract Documents" areregistered trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21 :31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments® Terms of Service. To report copyright violations, e-mail copyright@aia.orgUser Notes: (1297568338) 19 DocuSign Envelope ID: BC481EDD-599240A3-A8B0-34409530404A .4 The adjustment, if any, 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 warranty and correction obligations in connection with the proposed substitution as if originally specified bythe 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 compliance with interpretation of code requirements or insurance regulations then existing; (2) specified 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 performanceof the specified product as required; and (5) when, in the judgment of the Owner or the Architect, asubstitution would be substantially in the Owner’s best interests, in terms of cost, time, or otherconsiderations: and .9 Whether or not any proposed substitution is accepted by the Owner, the Owner’s other consultants, if any(if any), 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 proposed substitute. S 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 property by any construction personnel. $ 3.4.4 All work under this Agreement shall be performed in a skillfbl and workmanlike manner in accordance with the highest industry standards. S 3.4.5 The Contractor shall only employ or use labor in connection with the Work capable of working harmoniously 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 toreconcile, without delay, damage, or cost to the Owner and without recourse to the Architect or the Owner, any conflict between the Contract Documents and any agreements 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. S 3.5 Warranty $ 3.5.1 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 furtherwarrants that the Work will conform t&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 Init. / AIA Document A201o- 2017. Copyright © 191 1, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976. 1987, 1997, 2007 and 2017 by TbeAmerican Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA,” the AIA Logo, "A201." and “AIA Contract Documents” areregistered trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21 :31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, 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.orgUser Notes: 0297568338) 20 DocuSign Envelope ID: Ba181EDD-599240A3-A8Bo-:M409530404A 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 orinsufficient 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. THECONTRACTOR SHALL DEFEND AND HOLD THE OWNER HARMLESS AGAINST ANY CLAIM.DEMAND, LOSS. OR DAMAGE BY ANY BREACH OF THIS WARRANTY. AND CONTRACTORACKNOWLEDGES IT SHALL NOT LIMIT SUCH WARRANTY BY THE PROVISIONS OF SECTION 12.2===n•Hl• S 3.5.2 All material, equipment, or other special warranties required by the Contract Documents shall be issued in 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 Project and Owner; Article, materials, or systems covered; Name and address of Installer;Name and address of Contractor; and Signature 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 year or as otherwise specified, dated from the Date of Substantial Completion; .2 The article, material or system is free from defective materials and workmanship; .3 Costs of repair 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 andcompletion by Contractor and acceptance by Owner of any warranty claim during 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 outand 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 completion 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 bv the Owner of any mechanical device, machinery, apparatus, equipment, or anywork or material supplied under the Contract Documents before final completion 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 privilege of such temporary or trial usage, for such reasonable time as the Owner, or theArchitect deem proper. The Contractor shall make no claims for damage or injury to, or breaking of, any 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 usage. However, trials shall only be conducted with the Architect’s prior approval and under its observation as may be required by either of them. Equipment 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 allmanufacturer’s warranties relating to materials and labor used in the Work and farther agrees to perform the Work in such manner so as to preserve any and all such manufacturer’s warranties. Init. / AIA Document A2010 - 2017. Copyright © 191 1, 1915, 1918, 1925, 1937, 1951, 1958. 1961, 1963, 1966, 1970. 1976, 1987, 1997, 2007 and 2017 by TheAmerican Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201." and “AIA Contract Documents- areregistered trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21 :31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments® Terms of Service, To report copyright violations, e-mail copyright@aia,org User Notes: 0297568338) 21 DocuSign Envelope ID: BC481EDD-5992-+0A3-A8B0-34409530404A $ 3.5.1a if necessary as a matter of law, the Contractor may retain the right to enforce directly any such manufacturers ’warranties during the one (1) year period following the date of Substantial Completion described in Section 12.2.2. S 3.6 Taxes The Contractor shall 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 theContractor for taxes that were not properly due or for which the Owner is exempt from paying under Texas law. S 3.7 Permits, Fees, Notices and Compliance with Laws S 3.7.1 Unless otherwise provided in the Contract Documents, the Contractor Owner shall secure and pay for thebuilding permit as well as for permit. The Owner shall also pay for any applicable gas, waterl sewer and electrical service application fees; assessments against the property, including property tax, developmental excise and similar taxes; sewer, water, and related utility tap fees; and sewer plant improvement fees, unless exempted under Texas law. The Contractor shall secure and pay 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. S 3.7.2 The Contractor shall comply with and give notices required by applicable laws, statutes> ordinances9 codes1 rules and regulations, and lawful orders of public authorities applicable to performance of the Work. S 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 laws1 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 anythingcontained 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 authority for theContractor to violate any applicable codes or ordinances in effect at the site. S 3.7.4 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 +seven (7) days after first observance of the conditions. The Architect will promptly investigate such conditions and if the Architectdetermines that 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 equitableadjustment 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 determination or recommendation, that party may submit a Claim as provided in Article 15. $ 3.7.4.1 in no event shall any adjustment 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 inspection; 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 theimDrovernents $ 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 A201®- 2017. Copyright © 191 1, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997. 2007 and 2017 by TheAmerican Institute of Architects. All rights reserved. The “American Institute of Architects,” "AIA,” the AIA Logo, "A201," and “AIA Contract Documents” areregistered trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21 :31 ET on 05/27/2022 under Order No.2114328465 which expires on 05/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments® Terms of Service. To report copyright violations, e-mail copyright@aia.orgUser Notes: (1297568338) 22 DocuSign Envelope ID: BC481EDD-5992z10A3-A8B0-34409530404A 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. $ 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. .I The Contractor shall also maintain at all times during the term of the this Agreement (and for the time otherwise required by law) all records required by the United States Citizenship and Immigration Services('’USCIS"), including, without limitation, the completion and maintenance of the Form 1-9 for each of Contractor’s employees and shall respond at all times during the term of this Agreement in a timely fashion toany inspection request related to such 1-9 forms by the Contractor, Owner or governmental agency or authority .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 employees to cooperate fully in all respects with any audit, inquiry, inspection, or investigation that may be conducted by the USCIS of the Contractor or any of its employees 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, oremployee safety issues of the Contractor, its agents, employees, its Architect, Subcontractors, orSub-subcontractors .4 The Contractor shall, on a monthly basis during the term of this Agreement, conduct an audit of the 1-9forms for its employees and shall promptly correct any defects or deficiencies that are identified as a result ofsuch audit .5 The Owner may. at its sole discretion, terminate this Agreement immediately if, at any time during the term of this Agreement, 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 localordinances, including, without limitation, the Immjgration Reform and Control Act of 1 986, as amended. and the Illegal Immigration Reform and Immigration Responsibility Act of 1996, as amended, and any successorstatutes thereto .6 if an employee of the Contractor or if the Contractor is later determined to not have valid 1-9 information then that employee shall be removed and barred from the Project site at the Contractor’s expense; and .7 The Contractor shall require the Subcontractors, Sub-subcontractors and material suppliers to make the representations and warranties set forth in this Section 3.7.6 and to be bound by the same requirements setforth herein S 3.8 Allowances S 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, butthe Contractor shall not be required to employ persons or entities to whom the Contractor has reasonable objection. S 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; .2 Contractor’s costs for unloading and handling at the site, labor, installation costs, overhead, profit, andother expenses contemplated for stated allowance amounts shall be included in the Contract Sum but not in the allowances; and Init.AIA Document A201o- 2017. Copyright © 191 1, 1915, 1918, 1925, 1937, 1951, 1958. 1961, 1963, 1966, 1970, 1976, 1987, 1997. 2007 and 2017 by TheAmerican Institute of Architects. All rights reserved. The "American Institute of Architects." "AIA,” the AIA Logo, "A201," and “AIA Contract Documents'’ areregistered trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21 :31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments® Terms of Service, To report copyright violations, e-mail copyright@aia.org.User Notes: 0297568338) 23 DocuSign Envelope ID: BC481EDD-599240A3-A8B0-34409530404A .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 costsand the allowances under Section 3.8.2.1 and (2) changes in Contractor’s costs under Section 3.8.2.2. S 3.8.3 Materials and equipment under an allowance shall be selected by the Owner with reasonable promptness. $ 3.9 Superintendent S 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 Work. 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. S 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. S 3.9.3 All of the Contractor’s proposed on-site personnel must be approved by 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 days before the anticipated 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). S 3.10 Contractor’s Construction and Submittal Schedules appropriate intervals as required by the conditions of the Work and Project. $ 3.10.1.1 Where the Contract is based on a Stipulated Sum, the Contractor, immediately after being awarded theWork, 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 allSeparate Contractors, if any. S 3.10.1.2 Where the Contract is based on Cost of the Work, 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 ManaRement Plan presented at the Preconstruction Conference shallinclude, 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 elements of the Construction Management Plan will be to the most current national standards of the industry for a project of similar size and complexity; the Quality Management, Commissioning and Turnover Plan will conform, at a minimum and without limitation, to the requirements of Sections 3.2, 3.3, 3.4 and 13.5. Init. / AIA Document A201®- 2017. Copyright © 191 1, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by TIleAmerican 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 1 1 :21 :31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, 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.orgUser Notes: - (1297568338) 24 DocuSign Envelope ID: BG181EDD-5992J10A3-A8B0-34409530404A S 3.10.1 .4 The Owner, after consultation with the Architect, shall provide comments to Contractor on the ConstructionManagement 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 the approval of the Construction Management Plan is required to proceed with the Work, subsequent 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 concern to the Owner and Architect. Such review, comment and approval are not an endorsement of the Contractor’s means and methods, nor suitability or 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 any duties. responsibilities or requirements to perform created under this Agreement. $ 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 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 requirements of the Contract Documents (hereinafter referred to as "Contractual Milestone Dates"); .6 Upon review by the Architect and written review and acceptance by the Owner of the ContractualMilestone Dates, the Contractor’s Project Schedule shall be deemed part of the Contract Documents andattached to the Agreement as a new Exhibit through issuance of a Change Order for the purpose by the Architect; and sipping of such Change Order by the Contractor, Architect, and Owner, in that order; .7 if not accepted, the Contractor’s Project Schedule shall be promptly 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 mandatory condition precedent to the payment 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 updatedContractor’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 theContract Time or Contract Sum shall include a detailed schedule with both data and graphics showing the specific effect of the changed, modified or differing condition(s) on the critical path of the Contractor’s Project Schedule. Init. / AIA Document A201€’- 2017. Copyright © 191 1, 1915. 1918, 1925, 1937, 1951, 1958. 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by TIleAmerican Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and “AIA Contract Documents'’ areregistered trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21 :31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocumentso Terms of Service. To report copyright violations, e-mail copyright@aia.orgUser Notes: 0297568338) 25 DocuSign Envelope ID: BC481EDD-599240A3-A8B0-34409530404A $ 3.10.1.8 The Contractor, prior to preparing the Construction Management Plan and attending the Preconstruction Conference, will have reviewed the sequences, durations, sequencing and dependencies of activities, material deliveries, and sequenced man-hour staffing to complete the Work. Work activities which have an installed value of twenty thousand dollars ($20,000) or more will be broken down into major products or operations except where mutually agreed otherwise by Contractor and Owner, and these values cost-loaded into the Contractor’s Project Schedule as deemed necessary by the Owner. Upon request by the Owner, the Contractor shall support values given for each work activity with data that will substantiate its correctness. The Owner may require the Contractor to show separate work activities and Contractual Milestones for, as examples only and without limitation: Substructure Completion; Superstructure Completion; Building Exterior Skin Completion; Interior Finishes Completion; Owner’s Beneficial Occupancy, and other similar dates the Owner, at its sole discretion deems important to the Project. $ 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 acceptable to the Architect and the Owner, the Owner may, at the Owner’s discretion, unilaterally 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 Ownermay deduct from the Contractor’s Application(s) for Payment the amount paid by the Owner for generating theContractor’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 MasterProject Schedule shall supersede previous updates. S 3.10.2 The Contractor, promptly after being awarded the Preconstruction Conference, and as a sub-system of its Contractor’s Project Schedule, prepare an easily isolated, sorted and separately viewed submittal schedule, and thereafter update it as necessary to maintain a current submittal schedule, and shall submit a submittal schedule such schedule(s) for the Architect’s approval. The Architect’s approval shall not be unreasonably delayed or withheld. The submittal schedule shall (1) be coordinated with theContractor’s construction schedule, Construction Schedule, and (2) allow the Architect reasonable time to review submittals. If the Contractor fails to submit a submittal schedule, or fails to provide submittal9 in accordance with the approved submittal schedule, the Contractor shall not 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 time required for review of submittal s.the delay of the Work or time required for review of submittals during the prosecution of the Work. lereafter Contractor shall. at the S 3.10.3 The Contractor shall perform the Work in general accordance with the most recent schedules submitted to the Owner and Architect.Contractor’s Project Schedule submitted to the Owner and Architect and incorporated into theapproved Master Project Schedule. $3.10.4 The Owner together with the Contractor, will monitor the Master Project 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 Project Schedule and their respective schedules therein, they will be required to actively 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 Project Schedulechanges 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 (1) previous week and the next three (3) weeks, and which focuses on the major weekly work activities of each subsystem. At each weekly meeting this Short Interval Schedule will be reviewed by the Contractor with all affected Subcontractors andthe 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 may require revision by the appropriate contractor(s) of affected component of the Master Project Schedule as required by the specific applicable situation(s), and with the cooperationof the Separate Contractors on the Project. Init. / AIA Document A201® - 2017. Copyright © 191 1 , 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by TheAmerican Institute of Architects. All rights reserved. The “American Institute of Architects," “AIA,” the AIA Logo, "A201," and “AIA Contract Documents” areregistered trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21 :31 ET on 05/27/2022 under OrderNo.21 14328465 which expires on 05/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments® Terms of Service. To report copyright violations, e-mail copyright@aia,orgUser Notes: (1297568338) 26 DocuSign Envelope ID: BC481EDD-5992210A3-A8B0-3zH09530404A S 3.10.7 The Contractor shall, at mutually agreed intervals, submit to the Owner and Architect a progress reportstatingl 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 problems; 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 any delays or potential delays. The accepted Contractor’s Project 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 any progress report or schedule update indicates any actual or potential delays, the Contractor shall, using both the most currently approved Contractor’s ProjectSchedule 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 accompanyrng narratrve; .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 rev1 ew+lbudnUa .3 The Proposed Recovery Schedule shall become the most current, approved Contractor’s Project Schedule upon its approval by the Owner, issuance of a Change Order for the purpose by the Architect; and signing of such ChanRe 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. $ 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 Ownershall have the right to order the Contractor to take 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 3.10 and Section 8.4 as #equently as the Owner deems necessary to ensure that the Contractor’s performance of the Work will comply with any Contractual Milestone Date or completion date set forth in the Contract Documents. S 3.10.1 1 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. Any postponement, rescheduling, or performance of the Work under thisSection 3.10.11 may be 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 SiteThe 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 copy, available to the Architect and On'ner, and copy and delivered to the Architect for submittal to the Owner upon completion of theWork as a record of the Work as constructed. The Contractor shall make available to the Owner or Architect for Init.AIA Document A201®- 2017. Copyright © 191 1, 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'’ areregistered trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21 :31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments® Terms of Service. To report copyright violations, e-mail copyright@aia.orgUser Notes: (1297568338) 27 DocuSign Envelope ID: BC481EDD-599240A3-A8B0-34409530404A inspection and copying the record copy of the drawings, specifications, addenda, Change Orders and other 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 Completion 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-BuiltDocuments in electronic format and may make copies of them prior to completion of the Work at the Owner’s expense $ 3.1 1.1 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 conditionprecedent to final payment. S 3.12 Shop Drawings, Product Data and Samples S 3.12.1 Shop Drawings are drawings, diagrams, schedules, and other data specially prepared for the Work by theContractor or a Subcontractor, Sub-subcontractor, manufacturer, supplier, or distributor to illustrate some portion ofthe 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. S 3.12.3 Samples are physical examples that illustrate materials, equipment, or workmanship, and establish standards by which the Work will be judged. S 3.12.4 Shop Drawings, Product Data, Samples, and similar submittals are not Contract Documents. Their purpose isto 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 bythe 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. S 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 verifiedmaterials, 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 Documents.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. S 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 any 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. S 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 © 191 1, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by TheAmerican Institute of Architects. All rights reserved. The "American Institute of Architects,” "AIA," the AIA Logo, "A201," and “AIA Contract Documents'’ areregistered trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21 :31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments® Terms of Service. To report copyright violations. e-mail copyright@aia.orgUser Notes: (1297568338) 28 DocuSign Envelope ID: BC481EDD-5992z10A3-A8B0-34409530404A 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. $ 3.12.9.1 Copies of all approved Shop Drawings, Product Data, Samples and similar submittals shall be preserved in an orderly manner and delivered by the Contractor to the Owner upon Final Completion. S 3.12.10 The Contractor shall not be required to provide professional services that constitute the practice ofarchitecture 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, 53.12.10.1 if professional design services or certifications by a design professional related to systems, materials, or equipment are specifically required of the Contractor by the Contract Documents, the Contractor, the Owner and the Architect will specify all performance and design criteria that such services must satisfy. 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 professional. 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. S 3.12.10.2 if the Contract Documents require the Contractor’s design professional to certify that the Work has beenperformed 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. S 3.13 Use of Site encumber the site with materials or equipment. S 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 approval of, the Owner before using any portion of the site. $ 3.13.2 The Contractor shall take reasonable precautions for the safety of, and shall provide all reasonable protectionto prevent damaRe, injury or loss to, all persons at the Project site; all property 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 andthat these site areas may be occupied during the performance of some portions of this Contract; Init. / AIA Document A201® - 2017. Copyright © 191 1. 1915. 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970. 1976. 1987, 1997, 2007 and 2017 by TheAmerican Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and “AIA Contract Documents" areregistered trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21 :31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments® Terms of Service. To report copyright violations, e-mail copyright@aia.org.User Notes: 0297568338) 29 DocuSign Envelope ID: BC481EDD-599240A3-A8B0-34409530404A .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 Bee from all debris, building materials, and equipment likely to causeinterference 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 quality of life or productivity for Project stakeholders, the Owner’s current operations, or the Owner’s employees. Such mitigation and/or abatement shall be performed in manner and with a resultcompletely 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, throuRh the Contractor, the temporary or permanent removal of the offendingindividuals, Subcontractor(s) or Sub-subcontractor(s) from the site; .5 The Contractor shall, at a minimum, secure the site by erecting and maintaining a 6’-o" 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 furnish and maintain sufficient sanitary facilities for its own forces and those of any Subcontractor or Sub-subcontractor. The facilities of any existing, nearby buildings will not be available forconstruction 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 injury or damage by any cause and to prevent possible 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 reasonableaccess, both vehicular and pedestrian, to the site of the Work and all adjacent areas, which includes, but is not limited to, all of the following duties: .1 The access to the site shall be maintained in compliance with all local, state, and Federal code and life safety 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 writinR a minimum of thirty (30) calendar days prior to any disruption of access, specifically and graphically showinR the nature of the disruption, as well as the hours it will be disrupted. Such disruption will be subject to Owner’s andArchitect’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 .4 Snow removal within the limits of work and/or for the purpose of performing and protecting work byindividual contractors is the duty of the Contractor. $ 3.13.4 During the performance of the Work, the Contractor, its Subcontractors, Sub-subcontractors, suppliers andtheir employees agree they shall: .1 Use such entrances to the construction site that may be designated 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 Accept that these entrances and times may be reviewed and changed from time to time by the Owner. Init. / AIA Document A201®- 2017. Copyright © 191 1, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by TheAmerican Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and “AIA Contract Documents" areregistered trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21 :31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments® Terms of Service, To report copyright violations, e-mail copyright@aia.orgUser Notes: 0297568338) 30 DocuSign Envelope ID: BC481EDD-5992djOA3-A8B0-34409530404A S 3.13.5 The Contractor shall notify all public utility companies a minimum of two (2) business days prior to the commencement of any 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 to proceed has been given to the Contractor. If the utility service must be interrupted, the Contractor shall, at Contractor’s sole cost and expense, notify the head of the local administrative services (by way of example only, and without limitation, the city manager, the mayor, 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 they are needed on the job and shall properly store and protect same at the Contractor’s expense. 63.13.7 NotwithstandinR any other provision herein, the Contractor shall take all necessary measures to store materials on site for which payment 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 materialsand 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 equipment is no longer required for the Work, it shall be promptly removed from the Project site. S 3.13.8 The Contractor shall not deliver any materials to the site which are not to be installed by same Contractor without fifteen (15) 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 ofthe Owner, who shall agree, and the Contractor shall document such agreement in writing: .1 The materials delivered are undamaged. or if damaged, such damage is documented by digital photo(s); .2 They are in the quantities shown on the purchase order, invoice or bill of lading accompanying the shipment or delivery or otherwise provided; .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 suchmaterial until it is released to a third party authorized in writing by the Owner to receive it. S 3.14 Cutting and PatchingS 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. S 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 byexcavation. 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. TheContractor shall not unreasonably withhold, from the Owner or a Separate Contractor, its consent to cutting or otherwise altering the Work. Init. / AIA Document A201® - 2017. Copyright © 191 1, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by TheAmerican 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 1 1 :21 :31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments® Terms of Service. To report copyright violations, e-mail copyright@aia.org.User Notes: (1297568338) 31 DocuSign Envelope ID: BC481EDD-599240A3-A8B0-34409530404A S 3.15 Cleaning Up S 3.15.1 The Contractor shall keep the premises and surrounding area free nom accumulation of waste materials and rubbish caused by operations under the Contract. Contract and shall be responsible for daily clean-up of constructionmaterials 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 the Project.the Project and shall clean all glass surfaces and leave the Work "broom clean", or its equivalent, except as otherwise specified. S 3.15.2 if the Contractor fails to clean up as provided in the Contract Documents, the Owner may do so and the Ownershall be entitled to reimbursement from the Contractor. S 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 wherever located.at all times wherever located, and shall provide proper and safe facilities for suchaccess S 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 lossunless the information is promptly furnished to the Architect. S 3.18 Indemnification CONTRACTOR DOES HEREBY AGREE TO WAIVE ALL CLAIMS, RELEASE, INDEMNIFy, DEFENDAND HOLD HARMLESS INDEMNITEES FROM AND AGAINST ANY AND ALL CITATIONS. aLAINISCOSTS, DAMAGES, DEMANDS, EXPENSES, FINES, JUDGMENTS, LIABILITY, LOSSES, PENALTIES.SUITS OR CAUSES OF ACTION OF EVERY KIND INCLUDING ALL EXPENSES OF LITIGATIONAND/OR SETTLEMENT, COURT COSTS AND ATTORNEY FEES WHICH MAY ARISE BY REASONOF INJURY TO OR DEATH OF ANY PERSON OR FOR LOSS OF, DAMAGE TO, OR LOSSMFmN MGLI(,ENT ACT OF CONTR\CTOR.HERS AGENTS OR EMPL , A + o -= ' ' ' e ' o ' ATwSUBCONTRACTORS. INVITEES, AND ANY OTHER THIRD PARTIES OR PERSONS FOR WHOM ORWHICH CONTRACTOR IS LEGALLY RESPONSIBLE, IN ANY WAY ARISING OUT OF, RELATINGTO, RESULTING FROM, OR IN CONNECTION WITH THE PERFORMANCE OF THIS CONTRACT,C AT ITS OWN COST AND EXPENSE DEFEND AND PROTE©[ OU'NERFROM 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, CLAMS,COSTS, DAMAGES, DEMANDS, EXPENSES, FINES. JUDGMENTS, LIABILITY, LOSSES, PENALTIES.TION OF EVERY KIND INCLUDING ALL EXPENSES OF LITMI tION AND/OR SETTLEMENT, COURT COSTS AND ATTORNEY FEES FOR INJURY, SICKNESS. DISEASEOR DEATH OF ANY EMPLOYEE, AGENT OR REPRESENATIVE OF CONTRACTOR OR ANY OF ITSSUBCONTRACTORS, REGARDLESS OF WHETHER THE CITATIONS, CLAIMS, COSTS, DAMAGES,DEMANDS, EXPENSES, FINES, JUDGMENTS, LIABILITY, LOSSES, PENALTIES, SUITS OR CAUSESF WHOLE OR IN PART FROM THE NEGLIGENCE OF INDEN®ITEESmM Init. / AIA Document A201®- 2017. Copyright © 191 1, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 19971 2007 and 2017 by TheAmerican Institute of Architects. All rights reserved. The "American Institute of Architects,” "AIA,” the AIA Logo. "A201," and “AIA Contract Documents” areregistered trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21 :31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments® Terms of Service. To report copyright violations, e.mail copyright@aia.orgUser Notes: 0297568338) 32 DocuSign Envelope ID: BCH81EDD-5992JtOA3-A8B0-3#109530404A EXPRESS INTENTION OF THE PARTIES HERETO TIIAT THE INDEMNITY PROVIDED FOR IN THISPARAGRAPH IS AN INDEMNITY BY CONTRACTOR FOR THE BENEFIT OF THE OWNER FROMTHE CONSEQUENCES OF OWNER’S NEGLIGENCE, WHETHER THAT NEGLIGENCE IS A SOLE ORCONCURRING CAUSE OF THE INJURY, SICKNESS, DISEASE OR DEATH OF CONTRACTOR'SEMPLOYEE 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 DI©trcTLY ORINDIRECTLY EMPLOYED BY ANY OF THEM OR ANYONE FOR WHOSE ACTS ANY OF THEM MAYBE LIABLE, THE INDEMNIFICATION OBLIGATION HEREIN PROVIDED SHALL NOT BE LIMITED/ Y BY ANY LINIwEgliJlb5& ON THE AMOUNT oMgbE OF DAMAGES. COIOR BENEFITS PAYABLE BY OR FOR THE CONTRACTOR OR ANY SUB-CONTRACTOR UNDERWORKMEN’S COMPENSATION OR OTHER EMPLOYEE BENEFIT ACTS. INDEMNIFIED ITEMS SHALL INCLUDE, BUT NOT BE LIMITED TO. ATTORNEYS' FEES ANDCOSTS. COURT COSTS AND SETTLEMENT COSTS. INCURRED BY AN INDEMNIFIED INDIVIDUALOR ENTITY IN ATTEMPTING TO ENFORCE THIS INDEMNITY. THE CONTRACTOR IS NOT REQUIRED TO INDEMNIFY OR DEFEND THE ARCHITECT, ANYLICENSED ENGINEER, OR AN AGENT, SERVANT, OR EMPLOYEEOF THE ARCHITECT OR)M LIABILITYETIiR\!TgMAY ARISE FR@iII DEFECTS INmpLANS,DESIGNS OR SPECIFICATIONS OR NEGLIGENCE ON THE PART OF THE ARCHITECT ORLICENSED ENGINEER IN THE RENDITION OR CONDUCT OF PROFESSIONAL DUTIES ARISINGFROM THE CONTRACT AND THE PLANS DESIGNS OR SPECIFICATIONS THAT ARE PART OF @IECONSTRUCTION CONTkACT AS SET FORTn IN CHAPTER r30 OF THE TEXAgI RZqCTICEAND REMEDIES CODE. disability benefit acts, or other employee benefitUNDER THIS SECTION 3.18 SHALL ALSO SPECIFICALLY INCLUDE, WITHOUT LIMITATION, ALLFINES, PENALTIES, DAMAGES, LIABILITY, SAFETY VIOLATIONS. COSTS. EXPENSES(INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES), AND PUNITIVEDAMAGES, IF ANY, ARISING OUT OF, OR IN CONNECTION WITH ANY: .CT{(IIIitS lIIJJiILlIBNITY OBILIGATIONS .1 VIOLATION OF ORE AILURE COMPLY IVITHANY LAW, STATUTE. ORDINANCE. RULEREGULATION, CODE OR REQUIREMENT OF A PUBLIC AUTHORITY THAT BEARS MNTHE PERFORNIANCE OF THE WORK BY THE CONTRACTOR. A SUBCONTRACTOR ORANY PERSON OR ENTITY FOR WHOM EITHER IS RESPONSIBLE; .2 MEANS, PROCEDURES, TECHNIQUES, SAFETY PRECAUTIONS, OR SEQUENCES OFEXECUTION OR PERFORMANCE OF THE WORK; AND .3 FAILURE TO SECURE AND PAY FOR PERMITS, FEES, APPROVALS. LICENSES. ANDINSPECTION AS REQUIRED UNDER THE CONTRACT DOCUMENTS, OR ANY VIOLATIONOF ANY PERMIT OR OTHER APPROVAL OF A PUBLIC AUTHORITY APPLICABLE TO THE WORK, BY THE CONTRACTOR, A SUBCONTRACTOR, OR ANY PERSON OR ENTITY FORWHOM EITHER IS RESPONSIBLE. $ 3.18.3 THE CONTRACTOR SHALL INDEMNIFY AND HOLD HARMLESS ALL OF THEINDEMNITEES SET OUT IN SECTION 3.18.1 FROM AND AGAINST ANY COSTS AND EXPENSES(INCLUDING REASONABLE ATTORNEYS’ FEES) INCURRED BY ANY OF THE INDEMNITEES INENFOReUG ANY OF THE CONTRACTOR’S DEFENSE, INDEMNITY. AND HOLD-HARMLESSOBLIGATIONS UNDER THIS CONTRACT. Init. / AIA Document A201o- 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997. 2007 and 2017 by TheAmerican Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201." and “AIA Contract Documents” areregistered trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21 :31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocumentsa Terms of Service. To report copyright violations, e-mail copyright@aia.org User Notes: 0297568338) 33 DocuSign Envelope ID: BC481EDD-599240A3-A8B0-34409530404A ARTICLE 4 ARCHITECT S 4.1 General S 4.1.1 The Architect is the person or entity retained by the Owner pursuant to Section 2.3.2 and identified as such inthe Agreement. S 4.1 .2 Duties, responsibilities, and limitations of authority of the Architect as set forth in the Contract Documentsshall not be restricted, modified, or extended without written consent of the Owner, Contractor, and Architect. Consent shall not be unreasonably withheld. S 4.2 Administration of the Contract S 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. TheArchitect will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents S 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 todetermine 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.Documents, except as provided inSection 3,3' 1 S 4.2.3 On the basis of the site visits, the Architect will keep the Owner reasonably informed about the progress andquality 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 nothave control over or charge 64xjand 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. $ 4.2.3.1 NEITHER THE OWNER NOR THE ARCHITECT NOR THE OWNER’S OTHERCONSULTANTS SHALL BE RESPONSIBLE OR LIABLE FOR THE SAFETY PROGRAM(S)DEVELOPED BY TIIE CONTRACTOR OR ITS SUBCONTRACTORS FOR THE SAFETY OF PERSONSAND PROPERTY, OR FOR COMPLIANCE WITH STATUTES, RULES, REGULATIONS, AND ORDERSmnmTITE mmS S SINDEMNITEES, OR SHOULD THEY OR ANY GOVERNMENTAL ENTITY BRING ANY ACTION ORLESy ORmNE OR PmI LTY AGAINST Tlml INDEMXm ON ACCOUXT OF ANySAFETY-RELATED DAMAGE OR VIOLATION OF LAW ALLEGED TO HAVE BEEN SUSTAINEDTHE CONTRACTOR AGREES THAT IT WILL HOLD THE INDEMNITEES HARMLESS AGAINSTANY SUCH VIOLATION. FINE, CLAIM OR SUIT. AND THAT IT WILL REIMBURSE THEINDEMNITEES THE COST OF DEFENDING SUCH SUIT. AND IF ANY JUDGMENT AGAINST THEINDEMNITEES ARISES THEREFROM, THE CONTRACTOR SHALL PAY OR SATISFY IT ANDSHALL PAy ALL COSTS rNCUM< UD BY THE lbml ITEES. S 4.2.4 CommunicationsThe Owner and Contractor shall include the Architect in all communications thab+e+a+e+ooBa+#eebabOut 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. S 4.2.4.1 Failure of Contractor to give the Owner or Architect written notice of Contractor’s oblections, within three(3) business days, to directives, instructions, interpretations, or minutes from the Owner or Architect, shall constitute Init. / AIA Document A201e- 2017. Copyright © 1911, 1915. 1918, 1925, 1937. 1951, 1958, 1961, 1963, 1966, 1970, 1976. 1987, 1997, 2007 and 2017 by TheAmerican Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA,” the AIA Logo, "A201," and “AIA Contract Documents" areregistered trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21:31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, 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,orgUser Notes: (1297568338) 34 DocuSign Envelope ID: BC481EDD-599240A3-A8B0-34409530404A final and conclusive consent on the part of the Contractor to such directives, instructions, interpretations, or minutes ofthe Owner or Architect. $ 4.2.4.2 Any written notice from the Owner or Architect to the Contractor shall be sufficiently given when delivered to the last known business address of the Contractor, or to its registered or authorized agent, representative, or officer. Any written notice from the Contractor to the Owner shall be sufficiently given when personally delivered to the Owner’s Office, AHn: 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. S 4.2.6 The Architect has authority to reject Work that does not conform to the Contract Documents. Whenever theArchitect 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. S 4.2.7 The Architect will review and approve, or take other appropriate action upon, the Contractor’s submittals suchas 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 topermit 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 theContract Documents. The Architect’s review of the Contractor’s submittals shall not relieve the Contractor of the obligations under Sections 3.3, 3.5, and 3,12. 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. S 4.2.8 The Architect will prepare Change Orders and Construction Change Directives, Directives and may orderminor changes in the Work as provided in Section 7.4. The Architect will investigate and make determinations and recommendations regarding concealed and unknown conditions as provided in Section 3.7.4. S 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 toSection 9.10 §4.2.10 if the Owner and Architect agree, the Architect will provide one or more Project representatives to assist incarrying out the Architect’s responsibilities at the site. The duties, responsibilities and limitations of authority of such project representatives shall be as set forth in an exhibit to be incorporated in the Contract Documents. The Owner shall notify the Contractor of any change in the duties, responsibilities and limitations of authority of the Project representatrves. I S 4.2.11 The Architect will interpret and decide matters concerning performance under, and requirements of, theContract 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 1nterpretations and decisions of 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 interpretations and decisions, interpretations, the Architect will endeavor to secure faithful performance by both Owner and Init. / AIA Document A201o- 2017. Copyright © 191 1, 1915, 1918, 1925, 1937, 1951, 1958. 1961, 1963, 1966, 1970. 1976, 1987. 1997, 2007 and 2017 by TheAmerican Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA." the AIA Logo, "A201," and “AIA Contract Documents" areregistered trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21 :31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocumentso Terms of Service. To report copyright violations, e-mail copyright@aia.orgUser Notes: 0297568338) 35 DocuSign Envelope ID: BC481EDD-599240A3-A8B0-34409530404A Contractor, will not show partiality to either, and will not be liable for results of interpretations or decisions rendered in good faith. S 4.2.13 The Architect’s decisions opinions 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 theArchitect S 4.2.14 The Architect will review and respond to requests for information about the Contract Documents. TheArchitect’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 SUBCONTRACTORSS 5.1 Definitions S 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. S 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, S 5.2 Award of Subcontracts and Other Contracts for Portions of the WorkS 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 theWork, including those who are to furnish materials or equipment fabricated to a special design. Within 14 days ofreceipt 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. S 5.2.2 The Contractor shall not contract with a proposed person or entity to whom the Owner or Architect has madereasonable and timely objection. The Contractor shall not be required to contract with anyone to whom the Contractor has made reasonable objection. S 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 beincreased or decreased by the difference, if any, occasioned by such change, and an appropriate Change Order shall beissued 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. S 5.2.4 The Contractor shall not substitute a Subcontractor, person, or entity for one previously selected if the Owneror Architect makes reasonable objection to such substitution. S 5.2.5 Upon request, the Contractor shall provide to the Owner an executed copy of all subcontracts, purchase orders, and other agreements 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 responsibility. § 5.3 Subcontractual Relations Init. / AIA Document A201o- 2017. Copyright © 1911, 1915, 1918. 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970. 1976, 1987, 1997, 2007 and 2017 by TheAmerican Institute of Architects. All rights reserved. The "American Institute of Architects," “AIA," the AIA Logo. "A201," and “AIA Contract Documents” areregistered trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21 :31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments® Terms of Service, To report copyright violations, e-mail copyright@aia.org.User Notes: (1297568338) 36 DocuSign Envelope ID: BC481EDD-5992=10A3-A8B0-34409530404A By appropriate written agreement, the Contractor shall require each Subcontractor, to the extent of the Work to beperformed 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 appropriate, 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 a'reement, 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 Agreement and made a part thereof as an Exhibit, and shall specifically provide that the Owner is an intended third-party beneficiary 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 agreements. $ 5.3.3 Whenever the Contractor receives payment pursuant to the Contract Documents, the Contractor shall make payments to each of its Subcontractors of any amounts actually received which were included in the Contractor’s Application for Payment to the Owner for such subcontracts unless otherwise allowed to withhold payment by the terms and conditions of the subcontract or as allowed by law. The Contractor shall make such payments 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 performing 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 pay all suppliers, 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 payment to the Contractor for such persons, within ten (10) days of receipt of payment from the Contractor. The construction payments made by the Contractor to theSubcontractor shall be trust funds as set forth in Chapter 162 of the Texas Property 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. S 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 suppliers, 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 bythis Section, the Contractor shall pay the Subcontractor interest as calculated under the provisions of Chapter 225 1 of the Texas Government Code. Nothing in this Section 5.3 shall be construed to affect the retention provisions of anycontract Init. / AIA Document A2010 - 2017. Copyright © 191 1, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976. 1987, 1997, 2007 and 2017 by TheAmerican Institute of Architects. All rights reserved. The “American Institute of Architects," ''AIA," the AIA Logo, "A201," and “AIA Contract Documents'’ areregistered trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21 :31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments® Terms of Service. To report copyright violations, e-mail copyright@aia.orgUser Notes; (1297568338) 37 DocuSign Envelope ID: BC481EDD-599240A3-A8B0-34409530404A $ 5.3.6 The provisions of this Section 5.3 shall be made a part of each contract between the Contractor and eachSubcontractor, either expressly or by incorporation 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 +rmay 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 theSubcontractor and Contractor; and .2 assignment is subject to the prior rights of the surety, if any, obligated under bond relating to theContract. When the Owner accepts the assignment of a subcontract agreement, the Owner assumes the Contractor’s rights and obligations under the subcontract. S 5.4.2 Upon such assignment, if the Work if the Work in connection with a subcontract has been suspended for more than thirty (30Ldays after termination of the Contract by the Owner pursuant to Section 14.2 and the Owner acceptsassignment of such subcontract, the Subcontractor’s compensation shall be equitably adjusted for increases in cost a result of the suspension. S 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 entity. If the Owner assigns the subcontract to a successor contractor or other entity, the subcontract.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 forthose obligations that accrue subsequent to the assignment of the Subcontractor to the Owner after suspension andtermination of the Contract, as provided in this Section 5.4. This Section 5.4 shall be construed to prohibit a pass through or assignment of rights, unless authorized by the Owner in writing $ 5.5 Owner Payments to Subcontractors $ 5.5.1 in the event of any default hereunder by the Contractor, or in the event the Owner or Architect fails to approveany 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 Nothing contained herein shall create any obligation on the part of the Owner to make any payments to any Subcontractor, and no payment 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 S 6.1 Owner’s Right to Perform Construction and to Award Separate Contracts S 6.1.1 The term "Separate Contractor(s)" shall mean other contractors retained by the Owner under separateagreements. The Owner reserves the right to perform construction or operations related to the Project with the Owner’s own forces, and with Separate Contractors retained under Conditions of the Contract substantially similar to those of this Contract, including those provisions of the Conditions of the Contract in connection with other portions of the Project or other construction or operations on the site under Conditions of the Contract identical or 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.S 6.1 .2 When separate contracts are awarded for different portions of the Project or 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 A2010 - 2017. Copyright © 191 1, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by TheAmerican Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA,” the AIA Logo, "A201," and “AIA Contract Documents" areregistered trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21 :31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments® Terms of Service. To report copyright violations. e-mail copyright@aia.orgUser Notes: (1297568338) 38 DocuSign Envelope ID: B(H81EDD-599240A3-A8B0-34409530404A S 6.1 .3 The Owner shall provide for coordination of the activities of the Owner’s own forces and of each SeparateContractor 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. S 6.1.4 Unless otherwise provided in the Contract Documents, when the Owner performs construction or operationsrelated 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 Article 6, and Articles 10, 11, and 12. $ 6.1 .5 The Contractor accepts assignment of, and liability for, all purchase orders and other agreements forprocurement 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 purchaser. The Contract Sum includes, without limitation, all costs and expenses in connection with delivery, 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 apply to any pre-purchased items, unless the Contract Documents specifically provide otherwise. S 6.2 Mutual Responsibility S 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 activities, activities and shall connect and coordinate the Contractor’s construction and operations with theirs as required by the Contract Documents. S 6.2.2 if part of the Contractor’s Work depends #orwproper execution or results upon construction or operations bythe Owner or a Separate Contractor, the Contractor shall, prior to proceeding with that portion of the Work, promptlynotify the Architect of any apparent 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 Contractor shall not be responsible for $ 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. S 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. S 6.2.5 The Owner and each Separate Contractor shall have the same responsibilities for cutting and patching as aredescribed for the Contractor in Section 3.14. $ 6.2.6 Should the Contractor wrongfully delay or cause damage to the work or property 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 accountof any delay 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 expense. The Owner may fund the defense of such proceedings contemplated by this Section but, in any event, if any judgment or award against the Owner arises there from, the Contractor shall pay to satisfy it to the extent of Contractor’s responsibility. $ 6.2.7 SHOULD ANY SUCH SEPARATE CONTRACTOR WRONGFULLY DELAYED OR DAMAGEDBY THE CONTRACTOR OR PERSONS FOR WHOM THE CONTRACTOR IS RESPONSIBLE PERSECTION 6.2.6 MAKE A CLAIM AGAINST THE INDEMNITEES, OR BRING ANY ACTION AGAINSTTHE INDEMNITEES, ON ACCOUNT OF THE DAMAGE ALLEGED TO HAVE BEEN SO SUSTAINED, Init. / AIA Document A201o- 2017. Copyright © 191 1, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by TheAmerican Instjtuto of Architects. All rights reserved. The "American Institute of Architects,” "AIA," the AIA Logo, "A201," and “AIA Contract Documents" areregistered trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21 :31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocumentso Terms of Service. To report copyright violations, e-mail copyright@aia.orgUser Notes: 0297568338) 39 DocuSign Envelope ID: BC481EDD-5992-tOA3-A8B0-344095304C)4A THE CONTRACTOR SHALL HOLD THE INDEMNITEES HARMLESS AND DEFEND THEM AGAINSTANY SUCH CLAIM OR SUIT, AND SHALL REIMBURSE TO THE INDEMNITEES THE COSTINCLUDING, WITHOUT LIIWITATION, REASONABLE, ADI)ITIONAL ATTORNEY’S FEESINCURRED DEFENDING SUCH SUIT, ANDIF ANY JUDGMENT AGAINST THE INDEMNITEESARISES THERE FROM, THE CONTRACTOR SHALL PAY OR SATISFY IT AND SHALL PAY ALLCOSTS INCURRED BY THE INDEMNITEES. S 6.2.8 Should the Contractor be caused damage by any Owner’s Separate Contractor(s)’s work, no action will lie against the Owner, and the Owner shall have no liability 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. S 6.2.9 Inasmuch as the completion of the building within the prescribed time is dependent very largely upon the close and active cooperation of all those engaged therein, it is, therefore expressly understood and agreed that eachcontractor shall lay out and install its work at such time(s) and in such manner as to not delay or interfere with the carrying 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 shorinR for backfilling, providinR protective covering for painting, providing adequate bracinR of door jambs. etc., the contractor performing the work which will adversely affect anothercontractor’s work shall be responsible for providing adequate protection based upon methods used to perform itswork S 6.3 Owner’s Right to Clean Up If a dispute arises among the Contractor, Separate Contractors, an+uthe 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 responsible.responsible, which allocationshall be final ARTICLE 7 CHANGES IN THE WORK S 7.1 General S 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 thelimitations stated in this Article 7 and elsewhere in the Contract Documents. S 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 adjustment 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 Architectalone S 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 ChangeOrder. Accordingly, no course of conduct or dealings between the parties, nor express or implied acceptance of alterations or additions to the Work, and no claim 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 any amounts due under the Contract Documents or a change in any time period provided for in theContract Documents . § 7.2 Change Orders S 7.2.1 A Change Order is a written instrument prepared by the Architect and signed by the Owner, Contractor, andArchitect 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. Init.AIA Document A201® - 2017. Copyright © 191 1 , 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by TheAmerican Institute of Architects. All rights reserved. The "American Institute of Architects," “AIA,” the AIA Logo, "A201," and “AIA Contract Documents- areregistered trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21 :31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, 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.orgUser Notes: (1297568338) 40 DocuSign Envelope ID: BC481EDD-599240A3-A8B0-34409530404A S 7.2.2 Methods used in determining adjustments to the Contract Sum may include those listed in Sections 7.3.3, 7.3.7and 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 adjustments to the Contract Sum and the construction schedule. $ 7.2.4 Change Orders Requiring City Council Approval The Contract Sum 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 550,000.01 or more. The original Contract Sum may not be increased by more than twenty-five percent (25%) over the entire duration of the Project 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 City Council approval shall not be factored into any past or future claim for delays or calculated as a part of the Change Order request. S 7.3 Construction Change Directives S 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. S 7.3.2 A Construction Change Directive shall be used in the absence of total agreement on the terms of a ChangeOrder S 7.3.3 if the Construction Change Directive provides for an adjustment to the Contract Sum, the adjustment shall bebased 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 or percentage fee; or .4 As provided in Section 7.3.4. S 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 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 inSection 7.3.12 below. In such case, and also under Section 7.3.3.3, 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; Costs of materials, supplies, and equipment, including cost of transportation, whether incorporated orconsumed Rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Contractor .2 .3 .4 or others Costs of premiums for all bonds and insurance, permit fees, and sales, use, or similar taxes, directlyrelated to the change; and Costs of super\'ision and field office Additional, verifiable pawoll and subsistence costs incurred bythe Contractor, Subcontractor, and Sub-subcontractor of field personnel directly attributable to the .5 change. Init. / AIA Document A201® - 2017. Copyright © 191 1, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by TIleAmerican 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 1 1 :21 :31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments® Terms of Service. To report copyright violations, e-mail copyright@aia.orgUser Notes: (1297568338) 41 DocuSign Envelope ID: BC481EDD-59922}OA3-A8B0-34409530404A S 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 theWork 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 orContract Time. S 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 shallbe effective immediately and shall be recorded as a Change Order. S 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 netdecrease 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. S 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. TheArchitect will make an interim determination recommendation for purposes of monthly certification for payment for those costs and certify for payment the amount that the Architect determines, recommends, in the Architect’s professional judgment, to be reasonably justified. The Architect’s interim detem#nahonrecommendation 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 asserta Claim in accordance with Article 15. S 7.3.10 When the Owner and Contractor agree with a deteanina++onrecommendation made by the Architectconceming 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 determiningit, the adjustment or the method shall be referred to the Architect for determination. The Architect may consult withthe 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 agree with the Architect’s determination, the Contractor may assert a Claim inaccordance 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 8.7.2.5 of the AIA A101 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 8.7.2.5 of the AIA A101 Owner-Contractor Agreement plus actual direct jobsite costs associated with the additional work, if any; .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; .4 For each Subcontractor, for Work performed by the Subcontractor’s Sub-subcontractors, five percent (5%) of the amount due the Sub-subcontractor; .5 Cost to which overhead and profit is to be applied shall be determined in accordance with Section 7.3.4; Init. / AIA Document A201o- 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958. 1961, 1963, 1966. 1970, 1976, 1987, 1997, 2007 and 2017 by TheAmerIcan 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 1 1 :21:31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, 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: (1297568338) 42 DocuSign Envelope ID: BC481EDD-599240A3-A8B0-34409530404A .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 thisSection 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 ofcosts including labor, materials, and subcontracts. Labor and materials shall be itemized in the manner prescribed above. Where major cost items are subcontracts, they shall be itemized also; .8 When both additions and credits are involved in any change, 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 profit will not bepaid by the Owner for overtime. S 7.4 Minor Changes in the WorkThe Architect may order minor changes in the Work that are consistent with the intent of the Contract Documents anddo 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 anyadjustment to the Contract Sum or extension of the Contract Time. $ 7.5 Supportinq InformationNotwithstanding 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 andArchitect. 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, grounds for rejection of the request, at the sole discretion of the Owner orArchitect ARTICLE 8 TIME S 8.1 Definitions S 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. S 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. S 8.1 .4 The term "day" as used in the Contract Documents shall mean calendar day unless otherwise specificallydefined S 8.2 Progress and Completion S 8.2.1 Time limits stated in the Contract Documents are of the essence of the Contract. 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, commence the Work prematurely commence operations on the site or elsewhere prior to the effective date of insurance requiredby 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 Init. / AIA Document A201®- 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by MeAmerican Institute of Architects. All rights reserved. The "American Institute of Architects,” "AIA,” the AIA Logo. "A201," and “AIA Contract Documents" areregistered trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21 :31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments© Terms of Service, To report copyright violations, e-mail copyright@aia.org.User Notes: 0297568338) 43 DocuSign Envelope ID: BC481EDD-599240A3-A8BO-34409530404A Proceed given by the Owner, the Contractor shall notify the Owner in writing not less than five (5) days or other aweed period before commencing the Work to permit the timely filing of any additional necessary documents. within the Contract Time.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 begin the Work on the date of commencement as defined in the Contract Documents; carry the Work forward with adequate resources; furnish, without limitation such labor, supervision, materials, facilities1 and equipment; and work such hours, including night shifts, overtime operations, and Sundays and/or holidays, as may be necessary to ensure the prowess and completion of both the Work and the Project as reflected by the most recently approved Contractor’s Project Schedule. $ 8.2.4 The Contractor shall achieve specific Contractual Milestone dates (if any), Substantial Completion, and Final Completion 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 bythe 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 (.'ompletion1 may bemet by the both the Contractor as well as the respective Separate Contractors. $ 8.2.6 The Contractor shall also complete the Work in all of its details for final acceptance as expeditiously aspossible after Substantial Completion. S 8.2.7 The Contractor shall proceed expeditiously with adequate forces and shall achieve Substantial Completionwithin the Contract Time S 8.3 Delays and Extensions of Time S 8.3.1 if 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, unusual delay in deliveries, implementation of Federal law or policies, unusual delay intransportation, unavoidable casualties, adverse weather conditions documented in accordance with Section 15.1.6.2, or other causes beyond the Contractor’s contro1; (4) by delay authorized by the Owner pending mediation and bindingdispute resolution; mediation; or (5) by other causes that the Contractor asserts, and the Architect determine57 the Architect recommends may justify delay, then the Contract Time shall may be extended for such reasonable time as the Architect Owner may determine. S 8.3.2 Claims relating to time shall be made in accordance with applicable provisions of Article 15. S 8.3.3 This Section 8.3 does not preclude recovery of damages for delay by either party under other provisions of theContract 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 delay on the progress of work within five (5) days of the first date the Contractor should reasonably be expected to have calculated the impact of such delay, but in no event more than fifteen (15) days after the commencement of the delay, with weekly updates to theimpact 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 (NCDC’s) Surface Data US at http://gis.ncdc.noaa.gov/ website/ims-edo/sod/viewer.htm or other data as mutually agreed by the Owner and Contractor for the Project area. $ 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 Init. / AIA Document A201®– 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997. 2007 and 2017 by TheAmerican Institute of Architects. All rights reserved. The “American Institute of Architects," "AIA,” the AIA Logo. "A201," and “AIA Contract Docurnents;’ areregistered trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21 :31 ET on 05/27/2022 under Order No.2114328465 which expires on 05/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: 0297568338) 44 DocuSign Envelope ID: BC481EDD-599240A3-A8B0-34409530404A the entire Contract period every ninety (90) days. The Contractor shall then adjust the schedule activities accordinglyfor both the Contractor’s weather float reserves and Owner’s float reserves where those activities are carried in the Contractor’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 theweather 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 also adversely 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 Scheduleor Contractor’s Construction Schedule, or it becomes apparent or likely 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 Contractoragrees 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 Project: .1 Increase quantities of, without limitation, labor, supervision, material deliveries, equipment on site, and crafts as necessary; .2 Increase the number of working hours per shift, shifts per working day, working days per week, or any combination of the foreRoinR; .3 Reschedule activities to achieve maximum practical concurrence of accomplishment; and .4 Do whatever else is reasonably required by the Owner. $ 8.4.2 These Extraordinary Measures shall continue until the progress of the Work complies with the stage ofcompletion required by the Contract Documents. The Owner’s right to require Extraordinary Measures is solely for the purpose of ensuring the Contractor’s compliance with the Contractor’s Construction Schedule. $ 8.4.3 in the event of a delay, 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 Architectmay unilaterally establish a new Proposed Recovery Schedule acceptable to the Owner; issue it as a Construction Change Directive; and the Contractor shall comply therewith. The Owner may also require the Contractor to take any of the Extraordinary Measures to make up the lag in scheduled progress, all without additional cost to the Owner, orArchitect $ 8.4.4 Failure of the Contractor to substantially comply with the requirements of this Section 8.4 shall be consideredgrounds 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 updated Contractor’s Construction Schedule. $ 8.4.5 Likewise, in the event the progress of the Project falls behind the predictions of the Master Project Schedulethrough 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. $ 8.4.6 The Contractor shall not be entitled to an adjustment in the Contract Sum in connection with ExtraordinaryMeasures required by the Owner under or pursuant to this Section 8.4, except as specifically noted otherwise inSection 8.4.5 $ 8.5 Owner’s Rights After Delay $ 8.5.1 in the event that any Contractor fails, or appears likely to fail, to complete 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 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; Init. / AIA Document A201€’- 2017. Copyright © 191 1, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by TheAmerican Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and “AIA Contract Documents" areregistered trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21 :31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments® Terms of Service. To report copyright violations, e-mail copyright@aia.orgUser Notes: 0297568338) 45 DocuSign Envelope ID: BC481EDD-5992=10A3-A8B0-34409530404A .2 Require the Contractor to take some or all of the Extraordinary Measures, and do whatever else is requiredby the Owner or Architect until Contractor confirms, to the satisfaction of the Owner and Architect, the progress 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 progress payment, or portions thereof, until such time as the Contractor is in compliance with the most recently approved 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’sexpense $ 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 any monies due or which may become due the Contractor, a sum as specified herein, for each and every 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. Liquidated damages are intended to compensate 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 any failure of the Work to conform to applicable requirements. The Contractor agrees 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 agees that Liquidated Damages may be owing even thouRh no termination has occurred. $ 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 =ond Week Late Third &Weeks I,at Fourth I Everv DaY After the Fourth Week $2.000/daI $ 8.6.3 The parties acknowledge, 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 impacts of any failure by the Contractor to timelycomplete the Work; and that it is impracticable and extremely difficult to ascertain and determine the actual losses which would accrue to the Owner and the 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 early completion bonus or other increases in the Contract Sum for such early completion are hereby waived by the Contractor. ARTICLE 9 PAYMENTS AND COMPLETION S 9.1 Contract Sum S 9.1.1 The Contract Sum is stated in the Agreement and, including authorized adjustments, is the total maximumamount 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 sigped by the Owner. Completion of the Work is acondition precedent to Owner’s obligation to pay the full Contract Sum. S 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. Init. / AIA Document A201®- 2017. Copyright © 191 1, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by TheAmerican Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,” the AIA Logo, "A201," and “AIA Contract Documents" areregistered trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21 :31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments® Terms of Service. To report copyright violations, e-mail copyright@aia,org User Notes; (1297568338) 46 DocuSign Envelope ID: BC481EDD-599240A3-A8B0-344095304C>4A S 9.2 Schedule of ValuesWhere the Contract is based on a stipulated sum or Guaranteed b4aximum Price, the Contractor shall submit a submitted to the Architect and supported by with the Architect at the Preconstruction Conference with a proposed Schedule of Values as specified 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 pmjected earned value of the activities in the Contractor’s Construction Schedule, rounded to the nearest five dollars, and equal in aggregate to theContractor’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 prepared in such form and supported by such additional data to substantiate its accuracy as the Architect may require, and unless objected to of Values, unless objected to by the Owner or Architect, shall be used as a basis for reviewing the Contractor’ssubsequent Applications for Payment. Contractor shall most of th This Schedurrlav re S 9.3 Applications for Payment S 9.3.1 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 schedule of values, Schedule of Values, 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 ofrequisitions, and releases and waivers of liens from Subcontractors and suppliers, suppliers and shall reflect retainage if provided for in the Contract Documents. The form of Application 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 electronically. 59.3.1.1 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 ConstIUction Change Directives, or by interim detennination3recommendations of the Architect, but not yet included in Change Orders. S 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 satisfactoryto the Owner and Architect and in compliance with all applicable statutes: .1 A duly executed and acknowledged sworn statement showing all Subcontractors and material supplierswith 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 supplier in the requested Application for Payment, and the amount to be paid to the Contractor from such progress pawent, together with similar sworn statements from all such Subcontractors and material suppliers; .2 Duly executed statutory conditional waivers of mechanics’ and material suppliers’ lien for progress payments with each payment application; and appropriate statutory unconditional waivers of mechanics’ and material suppliers’ liens for progress payments; and appropriate statutory unconditional waivers for finalpayments from all Subcontractors and, when appropriate, from material suppliers and lower tier Sub-subcontractors establishing payment or satisfaction of payment of all amounts requested by theContractor on behalf of such entities or persons in any previous Application for Payment; .3 An updated Contractor’s Construction Schedule per Section 3.10.1.7 clearly showing the actual progress of the Work for each activity against the Work previously scheduled to be completed during the period, and against targeted activities’ previously approved completion dates; and Init AIA Document A201® - 2017. Copyright © 191 1, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by TheAmerican 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 1 1 :21 :31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments® Terms of Service. To report copyright violations, e-mail copyright@aia.orgUser Notes: (1297568338) 47 DocuSign Envelope ID: BC481EDD-599240A3-A8B0-34409530404A .4 if required by the Owner’s title insurer, if any, the Contractor shall execute a personal gap undertaking inform and substance satisfactory to such title insurer. .5 Notwithstanding the above, Applications for Pawent shall be in a form and accompanied by supportinginformation with a level of detail wholly acceptable to the Architect, and shall include, at a minimuml anupdated monthly Contractor’s Construction Schedule clearly 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 proper form may be, in and of itself, grounds for rejection of the Application for Payment, at the discretion of the Architect. S 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 Owner’s title to such materials and equipment or otherwise protect the Owner’s interest, and stored materials and equipment which must be properly tagged as to material and job identification; must be available for inspection 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 supports the request’s validity; quantity 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 hom diversion, destruction, theft, and damage to the satisfaction of the Owner, and the Lender; .2 Specifically marked for use on the Project; and .3 Segregated from other materials at the storaRe facility. S 9.3.3 The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no+a+eF+han–Metinae 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 tothe best of the Contractor’s knowledge, information, 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. oh ratio:onstruction or UDon the receiDt of navment bv the $ 9.3.4 THE CONTRACTOR FURTHER EXPRESSLY UNDERTAKES TO DEFEND THE INDEMNITEES,AT THE CONTRACTOR’S SOLE EXPENSE, AGAINST ANY ACTIONS, LAWSUITS, ORPROCEEDINGS BROUGHT AGAINST THE INDEMNITEES AS A RESULT OF LIENS OR VERIFIEDCLAIMS FILED AGAINST THE WORK, THE SITE OF ANY OF THE WORK. THE PROJECT SITE ANDA CONTRACTOR THE PROJ aANY PORTION OF THE PROPERTY OF ANY OF THE INDEMNITEES (REFERRED TOCOLLECTIVELY AS "LIENS OR VERIFIED CLAIMS" IN THIS SECTION 9.3.4). THE CONTRACTORHEREBY AGREES TO INDEMNIFY AND HOLD THE INDEMNITEES HARMLESS AGAINST ANYSUCH LIENS OR VERIFIEDCLAIMS AND AGREES TO PAY ANY JUDGMENT OR LIENS OR VERIFIED CLAIMS RESULTING FROM ANY SUCH ACTIONS, LAWSUITS, OR PROCEEDINGS. S 9.4 Certificates for Payment S 9.4.1 The Architect will, within seven adays 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 theContractor; or (2) issue to the Owner a Certificate for Payment for such amount as the Architect determinesrecommends is properly due, and notify the Contractor and Owner of the Architect’s reasons for withholding 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 inSection 9.5.1 Init. / AIA Document A201®- 2017. Copyright © 191 1, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by TheAmerican Institute of Architects. All rights reserved. The "American Institute of Architects,” “AIA,” the AIA Logo, "A201," and “AIA Contract Documents'’ areregistered trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21 :31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments® Terms of Service. To report copyright vioFations, e-mail copyright@aia.orgUser Notes: 0297568338) 48 DocuSign Envelope ID: BC481EDD-599240A3-A8B0.34409530404A S 9.4.2 The issuance of a Certificate for Payment will constitute a representation by the Architect to the Owner, basedon 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 theWork 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) madeexhaustive 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 onaccount of the Contract Sum. $ 9.4.3 Certification will be issued for ninety-five percent (95%) of the amount requested by the Contractor and approvedby 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 payment. S 9.5 Decisions to Withhold Certification S 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 securityacceptable to the Owner is provided by the Contractor; failure of the Contractor to make payments properly to Subcontractors or suppliers Subcontractors,Sub-subcontractors and suppliers or for labor, materials or equipment; reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; damage to the Owner or a Separate Contractor; 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; orrepeated failure to carry out the Work in accordance with the Contract Documents. Documents; Contractor’s failure to obtain necessary permits or licenses or to comply with applicable codes,regulations, or other laws; J 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 any provisions of the Contract Documents, including withoutlimitation Section 8.4 .3 .4 .5 .6 .7 .8 n'hole or in part, that party may submit a Claim in accordance with Article 15.Omitted S 9.5.3 When the reasons for withholding certification are removed, certification will be made for amounts previously withheld.withheld 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, paid thereon, the Contractor shall promptly reimburse to the Owner amounts the latter had previously paid pursuant to the nullified project Certificate for Payment. Altemately, the Owner may withhold payment in any Init. / AIA Document A2018- 2017. Copyright © 1911, 1915. 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970. 1976, 1987, 1997, 2007 and 2017 by TIleAmerican Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and “AIA Contract Documents” areregistered trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21 :31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments® Terms of Service, To report copyright violations. e-mail copyright@aia.org .User Notes: 0297568338) 49 DocuSign Envelope ID: BC481EDD-599240A3-A8B0-34409530404A subsequent Application for Payment, until and unless the reasons for nullification of the previously issued projectCertificate for Payment have been remedied and all associated damages, costs, and expenses of Owner and Architect have been paid by the Contractor. S 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 byjoint check, the Owner shall notify the Architect and the Contractor shall reflect such payment on its next Application for Payment. S 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. S 9.6 Progress Payments S 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. S 9.6.2 The Contractor shall pay each Subcontractor, Sub-subcontractor and supplier, no later than seven ten (10) daysafter receipt of payment from the Owner, Owner the amount to which the Subcontractor Subcontractor, Sub-subcontractor and supplier is entitled, reflecting percentages actually retained from payments to the Contractor on account of the Subcontractor’sportion of the Work. , Sub-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 agreementwith each Subcontractor, Sub-subcontractor and supplier, require each Subcontractor to make payments to Sub subcontractors their Sub-subcontractors and suppliers in a similar manner. S 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, S 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 adays, 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 obligationto pay, or to see to the payment of money to, a Subcontractor or supplier, except as may otherwise be required by law. S 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. S 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 Work not in accordance with the Contract Documents.any Work. payments The Contractor shall not withhold &om any Subcontractor sums due the Subcontractor for completed Workwhich 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 in 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 Project 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 Project. Payments received by the Contractor for Work properly performed by Subcontractors or provided by and suppliers shall be held by the Contractor for those Subcontractors or suppliers who performed Workor furnished materials, or both, under contract with the Contractor for which payment was made by the Owner. Nothing However, notwithstanding the above, nothing 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 Init. / AIA Document A201® - 2017. Copyright © 191 1, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by TheAmerican Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA,” the AIA Logo, "A201," and “AIA Contract Documents” areregistered trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21 :31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments® Terms of Service, To report copyright violations, e-mail copyright@aia.orgUser Notes: 0297568338) 50 DocuSign Envelope ID: BC481EDD-5992z10A3-A8B0-34409530404A part of the Contractor for breach of trust, or trust or shall entitle any person or entity to an award of punitive damages against the Contractor for breach of the requirements of this provision. S 9.6.8 PROVIDED THE OWNER HAS FULFILLED ITS PAYMENT OBLIGATIONS UNDER THECONTRACT DOCUMENTS. THE CONTRACTOR SHALL DEFEND AND INDEMNIFY THE OWNERFROM ALL LOSS, LIABILITY, DAMAGE OR EXPENSE, INCLUDING REASONABLE ATTORNEY'SFEES AND LITIGATION EXPENSES, ARISING OUT OF ANY LIEN CLAIM OR OTHER CLAIM FORPAYMENT BY ANY SUBCONTRACTOR OR SUPPLIER OF ANY TIER. UPON RECEIPT OF NOTICEOF A LIEN CLAIM OR OTHER CLAIM FOR PAYMENT, THE OWNER SIIALL NOTIFY THECONTRACTOR. IF APPROVED BY THE APPLICABLE COURT, WHEN REQUIRED, THECONTRACTOR MAY SUBSTITUTE A SURETY BOND FOR THE PROPERTY AGAINST WHICH THELIEN OR OTHER CLAIM FOR PAYMENT HAS BEEN ASSERTED. S 9.6.9 To the extent Contractor has received payment in accordance with the terms of this Agreement, the Contractor agrees to keep the Work and the site of the Project and all project bonds Bee and clear of all bond claim and verifiedclaims related to labor and materials furnished in connection with the Work. S 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 promptly upon demand by the Owner. Notwithstanding anything 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 expenses to cure any 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 any payment 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 PaymentIf the Architect does not issue a Certificate for Payment, through no fault of the Contractor, within seven aLdays after receipt of the Contractor’s Application for Payment, or if the Owner does not pay the Contractor within seven days after the date established in the Contract Documents, the amount certified by the Architect or awarded by binding dispute resolution, Architect, then the Contractor may, upon seven aLadditional 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. S 9.8 Substantial Completion S 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 weuse, all major systems are operational, and all safety features are completed 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 occupancy by the Owner. In addition to the other requirements of the Contract Documents. and without limitation, the Contractor must also have obtained the written approval and issuance of any occupancy permits required by the laws of local government(s) and the State of Texas before the Contractor shall be deemed to have achieved Substantial Completion. S 9.8.2 When the Contractor considers that the Work, or a portion thereof which the Owner agrees to acceptseparately, 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 promptly to complete and correct items on the list. Failure to include an item on such list 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. S 9.8.3 Upon receipt of the Contractor’s list, the Architect will make an inspection to determine whether the Work ordesignated 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, Init.AIA Document A201® - 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by TheAmerican Institute of Architects. All rights reserved. The “American Institute of Architects," “AIA," the AIA Logo. "A201." and “AIA Contract Documents" areregistered trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21 :31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments® Terms of Service, To report copyright violations, e-mail copyright@aia.org.User Notes: 0297568338) 51 DocuSign Envelope ID: BC481EDD-599240A3-A8B0-34409530404A before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by theArchitect. In such case, the Contractor shall then submit a request for another inspection by the Architect to determine Substantial Completion. S 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 theContract Documents shall commence 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 consent of surety if any, the Owner shall make payment ofretainage 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 claimsor 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 perSections 9,8.2 S 9.9 Partial Occupancy or Use S 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, provided as such occupancy or use is consented to by the insurer and required under Section 1 1.3.1.5 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 the Architect.Owner S 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. S 9.10 Final Completion and Final Payment S 9.10.1 Upon receipt of the Contractor’s written notice that the Work is ready for final inspection and acceptance andupon receipt of a final Application for Payment, the Architect will promptly make such inspection. When the Architectfinds the Work acceptable under the Contract Documents and the Contract fully performed, the Architect will promptly issue a final Certificate for Payment stating that to the best of the Architect’s knowledge, information and belief, and on tho basis of the Architect’s on site visits and inspections, the Work has been completed in accordancewith 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 required pursuant 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 gparantees have been received and accepted by the Owner. S 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 +heOwner’s property might be responsible or encumbered (less Init. / AIA Document A201® - 2017. Copyright © 191 1, 1915, 1918, 1925, 1937, 1951. 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by TheAmerican Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA,” the AIA Logo, "A201," and "AIA Contract Documents” areregistered trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21 :31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, 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,orgUser Notes: 0297568338) 52 DocuSign Envelope ID: BCX81EDD-5992J+0A3-A8B0.34409530404A 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 effect, (3) a written statement satisfactory to the Owner that the insurance will cover the period required by the Contract manufacturers’ warranties or specific Subcontractor warranties, and (6) 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 Contract, Contract for Construction, to the extent and in such form as may be designated by the Owner. (6) certification by the Contractor that (i) all Work has been completed in accordance with the Contract Documents, (ii) the final Application for Payment 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 party actions, cross-claims and counterclaims, and (iii) the Record Drawings maintained by the Contractor pursuant to the Contract Documents and delivered to the Owner or Architect are complete and accurate in all respects; and (7) evidence of compliance with all requirements of the Contract Documents, such as notices, certificates, affidavits. or other requirements to complete obligations under the Contract Documents, including, but not limited to, (i) instruction of the Owner’s representatives in the operation of mechanical, electrical, plumbing, andother 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 inspections, and bonds for the Architect’s review anddelivery 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 form; (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 supplier 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) delivery of sales and use tax certificate number of the Contractor. In addition to the foregoing, all other submissions required by other Articles and Paragraphs of the Specifications and other Contract Documents shall be submitted to the Owner before approval of final payment. If a Subcontractor refuses to furnish a release or waiver required by the Owner, Owner and Owner’s lender (if any), the Contractor may furnish a bond satisfactory to the Owner and Owner’s lender (if any) to indemnify the Owner against such lien, claim, security interest, or encumbrance. If a lien, claim, security interest, orencumbrance 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 reasonable attorneys’ foes.attorneys’ fees. .bv the Owner and Owner’s lend $ 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 faultof the Contractor or by issuance of Change Orders affecting final completion, and the Architect so confirms, theOwner 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. Ifthe 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 thatportion of the Work fully completed and accepted shall be submitted by the Contractor to the Architect prior tocertification 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 liens, Claims, bond claims, Claims, liquidated damages, security interests, or encumbrances arising out of the Contract and unsettled; failure of the Work to comply with the requirements of the Contract Documents; terms of special warranties required by the Contract Documents; or audits performed by the Owner, if permitted by the Contract Documents, after final payment.payment; .2 .3 .4 or Init. / AIA Document A2018- 2017. Copyright © 191 1, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by TheAmerican Institute of Architects. All rights reserved. The "American Institute of Architects." "AIA,” the AIA Logo, "A201," and “AIA Contract Documents” areregistered trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21 :31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: 0297568338) 53 DocuSign Envelope ID: BC481EDD-5992=10A3-A8B0-34409530404A .5 gross negligence, willful misconduct, or fraudulent concealment in connection with the performance ofthe Contract S 9.10.5 Acceptance Application for and acceptance 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 a5 unsettled at the time of final Application given at Substantial Completion payment described in Sections 9.8.2 and 9.8.6. £sing after the V $ 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 beingresponsible 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 theContractor ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY S 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 Programs 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 regplations. S 10.2 Safety of Persons and PropertyS 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 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 ofconstructIon. .3 S 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. S 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 ofthe safeguards. The Contractor shall also be responsible, at the Contractor’s sole cost and expense, for all measures necessanr to protect any property adjacent to the Project and improvements therein. Any damage to such property or improvements shall be promptly repaired by the Contractor. S 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 personnel.personnel, and the Contractor shall give the Owner and the Architect reasonable advance written notice of such planned activities. S 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 underSections 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 indirectly employed by either of them, or by anyone for whose acts either of them may be liable, and not attributable tothe fault or negligence of the Contractor. The foregoing obligations of the Contractor are in addition to the Contractor’s obligations under Section 3.18. Init. / AIA Document A201o- 2017. Copyright © 1911, 1915. 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by TheAmerican Institute of Architects. All rights reserved. The "American Institute of Architects," “AIA,” the AIA Logo. "A201," and “AIA Contract Documents” areregistcred trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21 :31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, 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: 0297568338) 54 DocuSign Envelope ID: BC481EDD-599240A3-A8B0-34409530404A S 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 orcreate an unsafe condition. S 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, personal injury, or property damage, giving full details and statements of any witnesses. In addition, if death, serious personal injudes, 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. S 10.3 Hazardous Materials and Substances §10.3.1 Hazardous materials include any material in such quantity, concentration, and physical or chemicalcharacteristics including, but not limited to, ignitability or toxicity, so as to be capable of posing an unreasonable risk to health, safety and/or property if released into the atmosphere, transported, stored, or disposed of The Contractor is responsible for compliance with any requirements included in the Contract Documents regarding hazardous materialsor 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 condition.condition in writing. S 10.3.2 Upon receipt of the Contractor’s written notice, the Owner shall obtain the services of a licensed laboratory toverify 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 personsor 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 Order, Order duly processed and approved, the Contract Timeshall be extended appropriately appropriately, and the Contract Sum shall be increased by the amount of the Contractor’s reasonable additional costs of shutdown, delay, and start up.start-up, both as specified in Article 7. The term "rendered harmless" shall be interpreted to mean, without limitation that levels of hazardous materials, including, but not limited to, asbestos and polychlorinated biphenyls, are less than any applicable exposure standards set forth in OSHA regulations. In no event, however, shall the Owner have any responsibility 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. the party seeking indemnity.Omitted. Init. / AIA Document A201®- 2017. Copyright © 191 1, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by TheAmerican Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and “AIA Contract Documents" areregistered trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21 :31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments® Terms of Service. To report copyright violations, e-mail copyright@aia.orgUser Notes: 0297568338) 55 DocuSign Envelope ID: BC481EDD-5992-tOA3-A8B0-34409530404A 510.3.4 The Owner shall not be responsible under this Section 10.3 for hazardous materials or substances theContractor 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. to the Owner’s fault or negligence.Omitted THE CONTRACTOR SHALL INDEMNIFY THE OWNER FOR THE COST AND EXPENSE THEOWNER INCURS (1) FOR REMEDIATION OF A MATERIAL OR SUBSTANCE THE CONTRACTORBRINGS TO THE SITE AND NEGLIGENTLY HANDLES, OR (2) WHERE THE CONTRACTOR FAILSTO PERFORM ITS OBLIGATIONS UNDER SECTION 10.3.1, EXCEPT TO THE EXTENT THAT THECOST AND EXPENSE ARE DUE TO THE OWNER’S FAULT OR NEGLIGENCE. S 10.4 EmergenciesIn 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. $ 10.5 Site Visits Anyone 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 S 11.1 Contractor’s Liability Insurance and Bonds S 11.1.1 The Contractor shall purchase and maintain insurance of the types and limits of liability, containing the lawfully authorized to do business in Texas and as further qualified in Paragraph 1 1.6, such insurance as will protect 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 operations be by the Contractor or by a Subcontractor or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable: .1 Claims under workers’ compensation, disability benefit and other similar employee benefit acts which are applicable to the Work to be performed including private entities performinR Work at the site and exempt from the coverage on account of number of employees or occupation, 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 ofbodily injury, occupational sickness or disease, or death of the Contractor’semployees or persons or entities exempt by statute from the requirements of Section 1 1.1.1.1, but required by the Contract Documents to provide the insurance required by that Section; .3 Claims for damages because of bodily injury, sickness or disease, or death of any person other than theContractor’s employees; .4 Claims for damages insured by usual personal injury liability coverage; Init. / AIA Document A201®- 2017. Copyright © 191 1, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by TIleAmerican Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA,” the AIA Logo, "A201," and “AIA Contract Documents” areregistered trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21 :31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments® Terms of Service. To report copyright violations, e-mail copyright@aia.orgUser Notes: (1297568338) 56 DocuSign Envelope ID: BC481EDD-599240A3-A8B0-34409530404A .5 Claims for damages, other than to the Work itself, because of injury to or destruction of tangible property, including loss of use resulting therefrom; .6 Claims for damages because of bodily injury, death of a person or property damage arising out of ownership, maintenance or use of a motor vehicle, including pollution clean-up if hauling hazardousmaterials: and .7 Claims for bodily injury or property damage arising out of completed operations, which coverage shall be maintained for no less than ten (10) years following final payment. .8 Claims for damages to the Work, and/or materials and equipment used/stored at the Work, as may becovered under any Builder’s Risk insurance policy. Contractor’s Commercial General Liability Insurance should be written on ISO Form CG 00 01 1001 or its equivalent and provide the following: .1 Premises/operations (Including X-C-U coverages); .2 Independent contractors; .3 Products and completed operations with a per project aggregate limit, which coverage shall be maintained for a period of ten (10) years from the date of the Final Payment; .4 Personal injury (libel, slander, false arrest) liability with employment exclusion deleted; .5 Blanket Contractual, including, but not limited to, a specified provision for the Contractor’s obligationsunder 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. copy to be furnished.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 asfollows .1 The retroactive date preceding the date of the contract; and .2 An extended reporting period of three (3) years past substantial completion. S 11.1 .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 actor omission of the Owner, have the right to stop the Work until the lapse in coverage has been cured by the procurement of replacement coverage by the Contractor. The furnishing of notice by the Contractor shall not relieve the Contractor of any contractual obligation to provide any required coverage. Init. / AIA Document A201o- 2017. Copyright © 191 1 , 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by TheAmerican Institute of Architects. All rights reserved. The "American Institute of Architects," ''AIA,” the AIA Logo, "A201," and “AIA Contract Documents” areregistered trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21 :31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments® Terms of Service. To report copyright violations, e-mail copyright@aia,org User Notes: (1297568338) 57 DocuSign Envelope ID: BC481EDD-5992ztOA3-A8B0-34409530404A $ 11,2 0wnerls Insurance $ 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 performance 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 "Y" – Contractor’s Insurance Certificate(s). All such insuranceshall be written on an occurrence basis, with the sole exception of Professional Errors and Omissions LiabilityInsurance. 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 Completion or as otherwise required by the 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 completed operations coverage as specified in theContract Documents $11.1 .6 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 thisArticle 11 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 11 herein. The coverage afforded under any insurance policy obtained under or pursuant to this Section 1 1.1 shall be primary to any 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) days for non-payment of premium) shall be given the Architect and Owner in the event of material alteration, cancellation, nomenewal 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 wordinR are not acceptable: "Failure to notify the certificate holder shall impose no obljgation or liability of any 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’scommencing 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 amendatorv riders or endorsements that clearly evidence the continuation of all coverage in the same manner, limits 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 any 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 Project separately $ 11.1.11 The Contractor shall notify the Owner and Architect in writinR of any reduction in collectible limits (aggregate limits) by an amount in excess of Fifty Thousand Dollars ($50,000). and the Contractor shall promptly Init. / AIA Document A201®- 2017. Copyright © 191 1, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by TheAmerican Institute of Architects. All rights reserved. The "American Institute of Architects," “AIA,” the AIA Logo, "A201." and “AIA Contract Documents” areregistered trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21 :31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments® Terms of Service. To report copyright violations, e-mail copyright@aia.orgUser Notes: 0297568338) 58 DocuSign Envelope ID: BC481EDD-5992djOA3-A8B0-34409530404A procure, at no expense to the Owner, such additional coverage as necessary to restore the valid and collectible limits ofsuch 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 as specified in the Contract Documents and satisfactory to the Owner and Architect and nameeach of the Indemnitees as additional insureds under the Subcontractor’s commercial general liability, automobile and umbrella excess liability 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 Subrogation in favor of the Indemnities, provide for forty-five (45) day notice of cancellation or non-renewal, and be primary without contribution if the additional insweds 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 ofsuch other insurance S 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, using ISO forms C(32010, 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) liability, automobile and any applicable property insurance policiesand 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 form by Owner. $ 11.1.15 The Owner reserves the right to review the insurance requirements during the effective period of itsAgreement with the Contractor, and provide a written request for the Contractor to make any reasonable and commercially available adjustments to insurance coverages and\or 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 liability obligations shall be limited to the minimum limits of coverage of insurance maintained or required to be maintained bythe Contract Documents $ 11.2 Owner’s Liability Insurance S 11.2.1 The Owner shall purchase and maintain insurance of the t)Tes and limits of liability, containing the purchasing and maintaining the Owner’s usual liability insurance. attributable thereto. Init.AIA Document A201® - 2017. Copyright © 191 1, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by TIleAmerican Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA,” the AIA Logo, "A201," and “AIA Contract Documents" areregistered trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21 :31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments® Terms of Service. To report copyright violations, e-mail copyright@aia.orgUser Notes: 0297568338) 59 DocuSign Envelope ID: BC481EDD-5992djOA3-A8B0-34409530404A Owner of any contractual obligation to provide required insurance. $ 11.3 Waivers of SubrogationPropertv Insurance or (3) whether or not the person or entity had an in3urable interest in the and maintain "builder’s risk" property insurance, or comparable coverage, for the full replacement cost value thereof,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 any property owned, leased, or otherwise used in connection with the Work by Contractor, Contractor’s subcontractors or the agents or employees of them, that is not forming a permanent part of the Project. 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 startup, temporary buildings and debris removal including demolition and increased cost of construction occasioned by enforcement of any applicable legal requirements. C lrchase Any coverage related to the builder’s risk property insurance maintained by Contractor for time including delay in opening and/or extra expenses shall inure to the benefit of Owner only. Owner shall be the only party insured under such policy, with the sole exception that the Contractor may be entitled to payment of its fee and general conditions associated with the reconstruction, less any deductible. WW S 11.4 Loss of Use, Business Interruption, and Delay in Completion Insurance nFOFO+heFhaZardFhOWe+ePeaUSe& § 11.3.3 The Contractor’s insurance shall cover against loss for "direct physical damage" (previously known as "all risk" coverage) with sufficient limits to protect the full replacement cost value of the Work. Init. / AIA Document A201® - 2017. Copyright © 191 1 , 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” areregistered trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21 :31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments® Terms of Service. To report copyright violations. e-mail copyright@aia.org.User Notes: 0297568338) 60 DocuSign Envelope ID: BC481EDD-5992djOA3-A8B0-34409530404A $ 11.3.4 if by the terms of the property insurance there is a deductible amount, in the event of a loss covered by suchinsurance, Contractor shall be responsible 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 has not been acquired by Owner in accordance with the Contract Documents. Except 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 permitted by law, Owner and Contractor waive all rights against (1) each other and any 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 property insurance obtained pursuant to this Section or other property 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, by written appropriate 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. $ 11.3.7 Any loss insured pursuant to this Section 11.3 Property Insurance is to be adjusted by Owner and madepayable to Owner as trustee for the insureds, as their interests may appear, subject to the requirements of any applicable mortgagee clause. Contractor shall pay each Subcontractor a just share of any insurance monies receivedby Contractor, and by appropriate written agreement, shall require each Subcontractor to make payments to itsSub-subcontractors in similar manner. S 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 $ 11.4.1 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 surety company licensed in the state where the Project is located. with a current A.M. Best rating of at least A- X, included onthe U.S. Treasury Department’s listing of approved sureties, and acceptable to the Owner and Architect, or as expressly agreed 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 judgment and shall satisfy the requirements Texas Government Code Chapters2253 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 Surety hereby agrees 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 c. The Surety agrees that it is obligated under the bonds to any successor, grantee, or assignee of theOwner Init. / AIA Document A201® - 2017. Copyright © 191 1, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by TheAmerican Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA,” the AIA Logo, ''A201," and “AIA Contract Documents” areregistered trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21 :31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments® Terms of Service, To report copyright violations, e-mail copyright@aia.org.User Notes: (1297568338) 61 DocuSign Envelope ID: BC481EDD-599240A3-A8B0-34409530404A $ 11.4.2 Upon the request of any person or entity appearing to be a potential beneficianr of bonds covering payment of obligations arising under the Contract, the Contractor shall promptly furnish a copy of the bonds or shall authorize a copy to be furnished. $ 11.4.3 The Bond Form shall be "Performance Bond" - AIA Document A3 12, 2010 Edition, pages one through four,together with "Payment Bond" - AIA Document A3 12, 2010 Edition, pages one through four. $ 11.4.4 Additional Performance and Payment Bands may be recommended by the Architect and required by theOwner, at the Owner’s sole discretion, from any Subcontractor. The Owner will pay 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 enteredinto, 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. $ 11.4.6 The Contractor shall require the attorney-in-fact who executes the required bond on behalf of the surety to affix thereto a certified and current copy of the power of attorney. 911.5 Adjustment and Settlement of Insured Loss S 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 amountallocated 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 damagedor destroyed Work, $ 11.6 1nsurance Companies All insurance coverage procured by the Contractor shall be provided by insurance companies havinR 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 inthe State of Texas. [see comments in section 1 1.4.1 in re-desired rating by City] $ 11.7 Failure to Purchase InsuranceIf 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 1 1, then the party who failed to purchase or maintain the insurance shall bear all reasonable costs (including attorneys’ fees and court and settlement expenses) properlyattributable to the failure $ 11.8 1nsurance Limits RequiredThe 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 suppliers, unless higher limits are required by their respective Agreements or Texas law (in which case those limits shall control): Init. / AIA Document A201®-. 2017. Copyright © 191 1, 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" areregistered trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21 :31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments® Terms of Service. To report copyright violations, e-mail copyright@aia.orgUser Notes: 0297568338) 62 DocuSign Envelope ID: BC481EDD-5992-+0A3-A8B0-34409530404A .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 $ 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; 83,000,000 Occurrence & AgRregate Minimum $3,000,000 Occurrence & Aggregate Maximum .4 Worker’s Compensation Statutory Limits $ 1,000,000 Employers Liability .5 Umbrella or Excess Liability $25,000,000 Occurrence & Aggregate Maximum $5,000,000 Occurrence & Aggregate Maximum (for Subcontractors) .6 ContTactor’s Pollution coverage SI,000,000 Occurrence or Claim $2,000,000 Policy Aqqregate .7 Builder’s Risk (where applicable)100% of the total value of the work $ 11.8.1 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 S 12.1 Uncovering of Work S 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 toits 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 theContract 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 Conhactor’s expense. S 12.2 Correction of Work S 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 including but not limited to additional testing and inspections, thecost of uncovering and replacement, 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 rectifying the non-complying conditions; as well as compensation for the Architect’s services and expenses made necessary thereby, shall be at the Contractor’s expense. olacement: Init. / AIA Document A201€’- 2017. Copyright © 191 1. 1915. 1918, 1925, 1937, 1951, 1958, 1961. 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by TheAmerican Institute of Architects. All rights reserved. The “American Institute of Architects," “AIA," the AIA Logo. "A201," and “AIA Contract Documents" areregistered trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21 :31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocumentso Terms of Service. To report copyright violations, e-mail copyright@aia.org . User Notes: (1297568338) 63 DocuSign Envelope ID: BC481EDD-5992-40A3-A8B0-344095304CJ4A S 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 damaRes any portion of the Work, including, without limitation, mechanical, electrical, plumbing, and other building systems, machineqr, equipment, or other mechanical device, the Contractor shall cause such item tobe restored to "like new" condition at no expense 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, supplier, or anyone directly or indirectly employed by any of them, or anyone for whose acts they may be liable or for which the Contractor is otherwise responsible. S 12.2.2 After Substantial Completion S 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. During if the condition is reasonably discoverable, during the one-year period for correction of Work, Band 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 inaccordance with Section 2.5.Section 2.5, and charge the reasonable costs to the Contractor. S 12.2.2.2 The one-year period for correction of Work shall be extended with respect to portions of Work first performed after Substantial Completion also be extended by the period of time between Substantial Completion and the actual completion of that but only with respect to the corrected portions of the Work. e Contractor ursuant to rls SectIon 12 Contractor pursuant to this Section 12.2.Omitted. Omitted. S 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 other expenditures necessitated to rectify the non-complying conditions, protect adjacent Work, and restore Work by the Contractor and others necessarily damaged in the course ofrectifying 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 toother obligations the Contractor has under the Contract Documents. Establishment of the one-year period forcorrection 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 Workunder the Contract and termination of the Contract. S 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 Init. / AIA Document A201®- 2017. CopyrIght © 191 1, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by TheAmerican Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA,” the AIA Logo, "A201," and “AIA Contract Documents" areregistered trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21:31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments® Terms of Service. To report copyright violations, e-mail copyright@ata.orgUser Notes: 0297568338> 64 DocuSign Envelope ID: BC481EDD-599240A3-A8B0-34409530404A final payment has been made by the Owner subsequent to accepting such non-conforming Work, the Contractor shall pay the Owner for the reduction in the Contact Sum occasioned by such acceptance. ARTICLE 13 MISCELLANEOUS PROVISIONS S 13.1 Governing Law The Contract shall be governed by the law of laws of the state of Texas. Venue on any dispute arising out of thisContract shall be in Denton County, Texas, which is the place where the Project is located, excluding that the Fcdoral Arbitration Act shall govern Section 15.4.1ocated and where performance is primarily to occur. S 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 Contract as a whole 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 obligationsunder 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. $ 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 corporation 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 party givingnotice S 13.3 Rights and Remedies S 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 availableby law 513.3.2 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. S 13.4 Quality Management Tests and Inspections S 13.4.1 Tests, inspections, and approvals of portions of the Work shall be made as required by the ContractDocuments 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, andapprovals 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 TexasGovernment Code, 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 thefacility by the Owner. To the extent that any of the provisions of this Section 13.4 or other provisions of this Awcement conflict with any of the provisions of Section 2269.058(a) such conflict is unintentional, and the provisionsof the Texas Government Code shall control. S 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 Init. / AIA Document A201®- 2017. Copyright © 191 1, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by TheAmerican Institute of Architects. All rights reserved. The "American Institute of Architects," “AIA," the AIA Logo, "A201." and “AIA Contract Documents'’ areregistered trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21 :31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments® Terms of Service, To report copyright violations. e-mail copyright@aia.org User Notes: (1297568338) 65 DocuSign Envelope ID: BC481EDD-599240A3-A8B0-34409530404A 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. S 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 Documents, Documents ("Failed Work"), all costs made necessary by such failure, the Failed Work, including those of repeated procedures and compensation for the Architect’s services and expenses, 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 forthe 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. S 13.4.4 Required certificates of testing, inspection, or approval shall, unless otherwise required by the ContractDocuments, be secured by the Contractor and promptly delivered to the Architect. S 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. S 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 Quality Management, Commissioning, and Turnover Plan contained withinthe 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 in the Work.in the Work andshall conform to the most recently approved Contractor’s Construction Schedule. S 13.4.7 The responsibility for implementing the Quality Management, Commissioning and Turnover Plan is the Contractor’s, as is the obligation to provide the Work and a complete and functional project per the Contract Documents. Notwithstanding anything herein, or in subsequently approved Quality Management, Commissioning and Turnover Plans. the Owner’s review and Architect’s approval 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 scheduling; re-scheduling (when required); and confirming adequate distribution of reports and other findings from all testing and inspections of the Work. This responsibility includes, but isnot limited to. scheduling the testing services of a certified testing laboratory which, by statute shall be contracted to and paid for by the Owner. The certified testing laboratory shall be acceptable to the Architect; and shall perform the tests ascalled 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 type of Quality Control testing shall be established by the Contractor and shall besufficient to insure the delivery of the Work and a complete and functional project per the Contract Documents. The type and amount of testinR required by the Contract Documents shall be seen as theminimums required, and shall be increased, if in the opinion of the Contractor, more testing is needed to meet the requirements 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 adequate 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 interference(s) above ceilings, in mechanical rooms, etc. The mechanical trades shall typically have preference in the event of conflicts, and therefore the mechanical contractor’s coordinator will usually lead each meeting, unless the Contractor decidesanother 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. Init.AIA Document A201o - 2017. Copyright © 191 1, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by MeAmerican Institute of Architects. All rights reserved. The “American Institute of Architects,” "AIA,” the AIA Logo, "A201," and “AIA Contract Documents” areregistered trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21 :31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments® Terms of Service, To report copyright violations. e-mail copyright@aia.orgUser Notes: (1297568338) 66 DocuSign Envelope ID: BC481EDD-5992z10A3-A8B0-34409530404A $ 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 andContractor will review, in detail, the steps for completing testing 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 beperformed 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. $ 13.4.11 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 theOwner 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 operating 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 purpose (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 (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 otherOwner’s representatives that the Owner and Architect agree are necessary to attend for each system. The Architect may attend such Turnover Meetings at its discretion. $ 13.4.13 The Contractor shall provide a digital video record to the Owner, with copies to the Architect of all meetings for the purpose of Owner operational staff instruction or training; as well as commissioning of equipment. These videos willbecome 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 evidenceof unforeseeable conditions encountered by the Contractor on site; and other construction issues as the Architect may 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 days 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. Plantings, shrubs, and trees shall not be removed or damaged without such permission. S 13.5 Interest Payments due and unpaid under the Contract Documents shall bear interest from the date payment is due at the rato the t forth in the Dro lons of Texas Go $ 13.6 Time Limits on Claims The Owner and Contractor shall commence all claims and causes of action, whether in contract, tort, breach of warranty or otherwise, against the other arising out of or related to the Contract in accordance with the requirements of the final dispute resolution method selected in the Agreement within the time period specified by applicable law, but inany case not more than ten (10) years after the date of Substantial Completion of the Work. Init. / AIA Document A201o- 2017. Copyright © 191 1, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by neAmerican Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and “AIA Contract Documents" areregistered trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21 :31 ET on 05/27/2022 under OrderNo.21 14328465 which expires on 05/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments® Terms of Service. To report copyright violations. e-mail copyright@aia.org. User Notes: (1297568338) 67 DocuSign Envelope ID: BC481EDD-599240A3-A8B0-34409530404A $ 13.7 Release of Retainaqe 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 greaterof: (a) the product obtained by multiplying eight (8) times the total cost of completion of the Punch List items asestimated 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 theProject 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 ambiguous dimensions. No extra charge or compensation shall be allowed because of differences between actual measurements and the dimensions indicated on the drawings. $ 13.9 Expeditinq Materials The Contractor shall immediately, after receipt of Notice to Proceed and approval of the list of subcontractors andmaterial 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 special challenges the Contractor must completely and successfully address to the satisfaction of the Owner and Architect in the performance of the Work under this Agreement. The actions that shall be taken to address these special challenges include, but are not limited to, the following: .1 The Contractor shall provide the Superintendent once per month for a scheduled meetinR 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 City staff in preparing 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 theCharter 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 andeffect $ 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 carTy 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 paragraphs 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. $ 13.11.5 Any specific requirement in this Contract that require responsibilities or obligations of the Contractor alsoapply to a Subcontractor is added for emphasis and is also hereby deemed to include a Subcontractor, Sub-subcontractor or supplier of any tier. The omission of a reference to a Subcontractor in connection with any of the Init. / AIA Document A201o- 2017. Copyright © 191 1, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by TheAmerican Institute of Architects. All rights reserved. The "American Institute of Architects," “AIA,” the AIA Logo. "A201," and “AIA Contract Documents” areregistered trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21 :31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments® Terms of Service. To report copyright violations, e-mail copyright@aia.orgUser Notes: (1297568338) 68 DocuSign Envelope ID: BC481EDD-599240A3-A8B0-34409530404A Contractor’s responsibilities or obligations shall not be construed to diminish, abrogate, or limit any responsibilities or obliRations of a Subcontractor, Sub-subcontractor or supplier of any tier under the Contract Documents or theapplicable 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 change, 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. $ 13.11.7 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 for protection of Owner from liens and claims of lien if permitted or required by 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 copies 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 municipality 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 suppliesthat may not be lawfully charged to the Owner. $13.1 1.10 Owner affirmatively represents that its governing body has duly appropriated such sums which are equal to or in excess of the contract amount, and that such contract amount may be lawfully paid by Owner to Contractor subject to the terms and conditions of the Contract Documents. In the event that Owner approves a Change Order, Construction Change Directive or other additional compensable Work to be performed by Contractor, (other than that contemplated by the Contract Documents under any remedy-granting provision), Owner will issue a written assurance at the time of such approval that such additional compensation to be paid has also been duly appropriated by the Owner’s qoveming body. $ 13.1 1.11 in the event the Owner is required to further advertise the completion of the Work or the Project under any local, state or Federal law, the Contractor shall notify the Owner and Architect of such requirement(s) in writing not less than thirty (30) days 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 limitation, not knowingly employ or contract with an illegal alien to perform any of the Work under this Agreement. The Contractor shall not knowingly contract with a Subcontractor that (i) knowingly employs or contracts with an illegal alien to perform work under this Agreement 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 any reasonable request of the Texas Workforce Commission made in thecourse of an investigation pursuant to state law. $13.11.12.2 in addition to any other legal or equitable remedy, and notwithstanding anything to the contrary in theContract Document the Owner may 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 13.11.12Contractor shall be liable for actual and consequential damages to the Owner. $13.11.13 it is the express intention of the parties that this Agreement is not to be construed as a waiver of anyimmunities or defenses of the Owner under Texas law. $ 13.11.14 Notwithstanding any other provision in the Contract Documents to the contrary, public property is protected from forced sale and therefore may not be made the subject of a mechanic’s lien. Nothing in the Contract Documents shall be construed to allow a mechanic’s lien on public property owned by the Owner. The Owner does notwaive its immunities or right to object to or contest such a lien. Init. / AIA Document A201® - 2017. Copyright © 191 1 , 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by TheAmerican Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA,” the AIA Logo, "A201," and “AIA Contract Documents" areregistered trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21 :31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocumentso Terms of Service. To report copyright violations, e-mail copyright@aia.org User Notes: 0297568338) 69 DocuSign Envelope ID: BC481EDD-599240A3-A8B0-34409530404A ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT S 14.1 Termination by the Contractor S 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 personsor 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; @ An act of government, such as a declaration of national emergency, that requires all Work to bet.ppd stopped. .2 T& 4 S 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 any365-day period, whichever is less. S 14.1.3 if one of the reasons described in Section 14.1.1 or 14.1.2 exists, the Contractor may, upon seven ndays'notice to the Owner and Architect, terminate the Contract and recover from the Owner payment for Work executed, as including other costs allowed by the law. S 14.1 .4 if the Work is stopped for a period of6Gsixty (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 Documentswith 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 inSection 14.1.3 S S 14.2 Termination by the Owner for Cause 14.2.1 The Owner may terminate the Contract if the Contr,rctorContractor: .1 repeatedly 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; repeatedly disregards applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of a public authority; or otherwise is guilty of substantial breach of a provision of the Contract Documents.Documents; orcontractor becomes insolvent or makes a general assignment for the benefit of its creditors. .3 4 .5 S 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, terminateemployment 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, andconstruction equipment and machinery thereon owned by the Contractor; Accept assignment of subcontracts pursuant to Section 5.4; and 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 incurredby the Owner in finishing the Work. 2 .3 S 14.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 14.2.1, the Contractor shallnot be entitled to receive further payment until the Work is finished.payment. Init. / AIA Document A201®- 2017. Copyright © 191 1, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by TheAmerican Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA,” the AIA Logo. "A201," and “AIA Contract Documents” areregistered trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21 :31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments® Terms of Service. To report copyright violations, e-mail copyright@aia.org . User Notes: (1297568338) 70 lctor shall recover as its so Ly DocuSign Envelope ID: BC481EDD-599240A3-A8B0-34409530404A S 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 titlecosts, insurance, additional interest because of any delay 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. S 14.3 Suspension by the Owner for Convenience S 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 include profit. be asspecified 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. S 14.4 Termination by the Owner for Convenience S 14.4.1 The Owner may, at any time, terminate the Contract for the Owner’s convenience and without cause. S 14.4.2 Upon receipt of written notice from the Owner of such termination for the Owner’s convenience, theContractor shallshall: 1 2 cease operations as directed by the Owner in the notice; 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. S 14.4.3 in cue of Upon such termination for the Owner’s convenience, the Ouber shall pay the Contractor for Work Subcontracts; and the termination fee, if any, set forth in the pawent for Work properly performed in connection with the terminated portion of the Work prior to the effective date of termination and for items properly and timely fabricated off the Project site, delivered and stored in accordancewith the Contract Documents and Owner’s further instructions. The Contractor waives and forfeits all other claims for pawent and damages, including, without limitation, anticipated profits, lost opportunity costs, and potential and actual unabsorbed overhead costs. The Owner shall be credited for ( 1) payments 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 partof the Contract ARTICLE 15 CLAIMS AND DISPUTESS 15.1 ClaimsS 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 tofile a Claim in order to impose liquidated damages in accordance with the Contract Documents. Init. / AIA Document A201® - 2017. Copyright © 191 1 , 1915, 1918. 1925, 1937, 1951, 1958. 1961, 1963, 1966. 1970, 1976, 1987, 1997, 2007 and 2017 by TheAmerican Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and “AIA Contract Documents- areregistered trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21 :31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments® Terms of Service. To report copyright violations, e-mail copyright@aia.org User Notes: 0297568338) 71 DocuSign Envelope ID: BC481EDD-599240A3-A8B0-34409530404A S 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 binding dispute resolution method selected in the Agreement and within the period specified by applicable law $ 15.1.3 Notice of ClaimsClaims by either the Owner or Contractor must be initiated by written notice to the other party and to the InitialDecision Maker with a copy 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 mitiRate the alleged or potential damaRes, 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 f2 1) days after occurrence of the event giving rise to such Claim or within twenty-one (21) days after the claimant first recognizes the condition giving rise to the Claim, whichever is later. giving rise to the Claim, whichever is later. $ 15.1.3.1 Claims Made After Final PaymentAfter 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 decision recommendation by the Initial Decision Maker is required. S 15.1.4 Continuing Contract Performance S 15.1 .4.1 Pending final resolution of a Claim, except as otherwise agreed in writing or as provided in Section 9.7 andArticle 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. S 15.1 .4.2 The Contract Sum and Contract Time shall be adjusted in accordance with the Initial Decision Maker’sdecision, subject to the right of either party to proceed in accordance with this Article 15. The Architect will prepare ChanRe Orders and issue Certificates for Payment in accordance with the decision of the Initial Decision Maker. S 15.1.5 Claims for Additional Cost If the Contractor wishes to make 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. Damagesavailable 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). S 15.1.6 Claims for Additional Time S 15.1 .6.1 if the Contractor wishes to make a Claim for an increase in the Contract Time, notice as provided in Section progress of the Work. In the cage of a continuing delay, only one Claim is necessary.the Contractor shall providewritten notice as required by Sections 8.3.4. and 8.3.5. Init. / AIA Document A201® - 2017. Copyright © 191 1, 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" areregistered trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21 :31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments® Terms of Service. To report copyright violations, e-mail copyright@aia,orgUser Notes: 0297568338) 72 DocuSign Envelope ID: BC481EDD-599240A3-A8B0-34409530404A S 15.1 .6.2 if adverse weather conditions are the basis for a Claim for additional time, such Claim shall be documented anticipated, and had an advor5e effect on the scheduled construction.in 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 thisContract. 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 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, .2 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. S15.2 Initial DecisionOmitted. Obent++}eFo+heFthan+hFOwnen persons at the Owner’s expense. port. reBelu+on Init. / AIA Document A201o- 2017. Copyright © 191 1, 1915. 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by TheAmerican Institute of Architects. All rights reserved. The "American Institute of Architects," ''AIA," the AIA Logo, "A201," and “AIA Contract Documents” areregistered trademarks and may not be used witllout permission. This document was produced by AIA software at 1 1 :21 :31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocuments® Terms of Service. To report copyright violations. e-mail copyright@aia.org .User Notes: 0297568338) 73 DocuSign Envelope ID: BC481EDD-599240A3-A8B0-34409530404A proceedings with respect to the initial decision. accordance with applicable law to comply with the lien notice or filing deadlines. S 15.3 Mediation S 15.3.1 Claims, disputes, or other matters in controversy arising out of or related to the Contract, except those waived as provided for in Sections 9.10.4, 9.10.5, and 15.1.7, Contract shall be subject to mediation as a condition precedent to binding dispute resolution.filing suit in a state district court having competent jurisdiction per the Contract Documents. If a statute of limitations is at issue, then suit may be filed by either party to toll the statute, but the suit shall then be stayed pending completion of the agreed mediation. If the parties cannot agree on a mediator, then the court may appoint one upon application of either party. S 15.3.2 The parties shall endeavor to resolve their Claims by mediation which, unless the parties mutually agree Mediation Procedures in effect on the date of the Agreement. A request for mediation mediation. A request for mediation, shall be made in writing, delivered to the other party to the Contract, and filed with the person or entity S 15.3.3 Either party may, within 30 days from the date that mediation has been concluded without resolution of thedispute 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 bindingdispute resolution proceedings with respect to the initial decision.proceedings. S 15.3.4 The parties shall share the mediator’s fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements Written agreement(s)reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. S 15.4 Arbitration arbitration is permitted to be demanded. legal or equitable proceedings based on the Claim. Init. / AIA Document A201® - 2017. Copyright © 191 1 , 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by TheAmerican Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA Contract Documents” areregistered trademarks and may not be used without permission. This document was produced by AIA software at 1 1 :21 :31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, 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: 0297568338) 74 DocuSign Envelope ID: BC481EDD-599240A3-A8B0-34409530404A accordance with applicable luv in any court having jurisdiction thereof. jurisdiction thereof. S 15.4.4 Consolidation or Joinder similar procedural rules and methods for selecting arbitrator(9). and Contractor under this A'reement. Init. / AIA Document A201® - 2017. Copyright © 191 1, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976. 1987, 1997, 2007 and 2017 by TheAmerican Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and “AIA Contract Documents" areregistered trademarks and may not be used \vithout permission. This document was produced by AIA software at 1 1 :21 :31 ET on 05/27/2022 under OrderNo.2114328465 which expires on 05/26/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ContractDocumentso Terms of Service, To report copyright violations, e-mail copyright@aia,orgUser Notes: (1297568338) 75 DocuSign Envelope ID: BC481EDD-599240A3-A8B0-34409530404A Certification of Document’s Authenticity A//\® Document D401TM – 2003 I, Chris Squadra, hereby certify, to the best of my knowledge, information and belief, that I created the attached finaldocument simultaneously with this certification at 1 1 :21:31 ET on 05/27/2022 under Order No. 2114328465 from AIA Contract Documents software and that in preparing the attached final document I made no changes to the original text ofAIA® Document A201 TM – 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 overdeleted text by CJLhs svMJ V'Mm chrls squadra, Peak Program value, LLC (Title) 6/15/2022 (Dated) AIA Document D401 T" -' 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 AIAsoftware at 1 1 :21 :31 ET on 05/27/2022 under Order No.2114328465 which expires on 05/26/2023, is not for resale, is licensed for one-time use only, and may onlybe used in accordance with the AIA Contract Dacuments® Terms of Service, To report copyright violations, email copyright@aia.org.User Notes: 0297568338) 1 [kx:uSign Certificate Of Completion Envelope Id: BC481EDD599240A3A8BC)34409530404A Subject: Please DocuSign: City Council Contract 7750 - Fleet Services Expansion Project Source Envelope: Document Pages: 145 Certificate Pages: 7 Status: Completed Signatures: 7 Initials: 1 Envelope Originator: Christa Christian 901 B Texas StreetAutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) Denton, TX 76209 Christa.Christian@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 6/14/2022 1 :54:27 PM Holder: Christa Christian Christa.Christian@cityofdenton.com Location: DocuSign Signer Events Christa Christian christa.christian@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication(None) Signature Timestamp Sent: 6/14/2022 1 :59:05 PM Viewed: 6/14/2022 1:59:21 PM Signed: 6/14/2022 1:59:31 PM Completed Signed by link sent to christa.christian@cityofdenton.com Using IP Address: 198.49.140.104 Electronic Record and Signature Disclosure:Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email. Account Authentication(None) Sent: 6/14/2022 1 :59:35 PM Viewed: 6/14/2022 2:43:48 PM Signed: 6/14/2022 2:44:47 PM Signature Adoption: Pre-selected Style Signed by link sent to lori.hewell@cityofdenton.com Using IP Address: 198.49.140.104 Electronic Record and Signature Disclosure:Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication(None) 'DowSWd bF IMartLLhMA, .4B070831&4AM38 Sent: 6/14/2022 2:44:51 PM Viewed: 6/14/2022 4:12:46 PM Signed: 6/14/2022 4:15:44 PM Signature Adoption: Pre-selected Style Signed by link sent to marcella.lunn@cityofdenton.com Using IP Address: 198.49.140.104 Electronic Record and Signature Disclosure:Not Offered via DocuSign Larry Wagnor Larryw@jccom.comCEO Sent: 6/14/2022 4:15:49 PM Viewed: 6/1 5/2022 1 :02:17 PM Signed: 6/15/2022 1 :06:25 PM Security Level: Email, Account Authentication(None)Signature Adoption: Pre-selected Style Signed by link sent to Larryw@jccom.com Using IP Address: 47.190.150.180 Electronic Record and Signature Disclosure: Signer Events Signature Accepted: 6/1 5/2022 1 :02:17 PMID: d138d67d-de7c407f-8e46-0c64ed25979a Timestamp Chris Squadra csquadra@peakprogramvalue.com Chris Squadra, Peak Program Value, LLC Security Level: Email, Account Authentication (None) ’Docu81gned br bIkEU/r& Sent: 6/1 5/2022 1 :06:29 PM Viewed: 6/1 5/2022 2:25:33 PM Signed: 6/1 5/2022 2:26:16 PM Signature Adoption: Pre-selected Style Signed by link sent to csquadra@peakprogramvalue.com Using IP Address: 174.246.132.7 Electronic Record and Signature Disclosure:Accepted: 6/15/2022 2:25:33 PMID: 944256b4-e7224ceO-bb6e-33061b58b88e Scott Gray scott.gray@cityofdenton.com Director - Airport & Facilities X Security Level: Email, Account Authentication(None) Sent: 6/15/2022 2:26:22 PM Viewed: 6/15/2022 7:18:21 PM Signed: 6/1 5/2022 7:21:13 PM Signature Adoption: Pre-selected Style Signed by link sent to scott.gray@cityofdenton.com Using IP Address: 174.204.210.7 Signed using mobile Electronic Record and Signature Disclosure:Accepted: 6/1 5/2022 7:18:21 PMID: 29cabaf4-6796-+6f1 -9936-adfaec5fd 102 Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication(None) Completed Sent: 6/1 5/2022 7:21 :18 PM Viewed: 6/29/2022 7:09:01 AM Signed: 6/29/2022 7:09:33 AMSigned by link sent to cheyenne.defee@cityofdenton.com Using IP Address: 198.49.140.104 Electronic Record and Signature Disclosure:Not Offered via DocuSign Sara Hensley sara.hensley@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (None) Sent: 6/29/2022 7:09:38 AM Viewed: 6/29/2022 8:04:55 AM Signed: 6/29/2022 8:05:45 AM Signature Adoption : Pre-selected Style Signed by link sent to sara.hensley@cityofdenton.com Using IP Address: 73.158.243.185 Signed using mobile Electronic Record and Signature Disclosure:Not Offered via DocuSign Rosa Rios rosa.rios@cityofdenton.corn City Secretary Security Level: Email, Account Authentication (None) 'DocuSlgned by: I Ran R&% IC5CA8C5EI 75493 Sent: 6/29/2022 8:05:50 AM Viewed: 6/29/2022 1 1 :23:17 AM Signed: 6/29/2022 11 :23:53 AM Signature Adoption: Pre-selected Style Signed by link sent to rosa.rios@cityofclenton.com Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Accepted: 6/29/2022 11 :23:17 AMID: e61ada45-7cOb2lfe3-9a43-71a3670225f8 In Person Signer Events Signature Status Timestamp Editor Delivery Events Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Status Timestamp Certified Delivery Events Timestamp Carbon Copy Events Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Status Timestamp Sent: 6/14/2022 1 :59:35 PM TerTy Wagnor treyw@jccom.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 6/14/2022 4:15:48 PM Viewed: 6/15/2022 8:31 :30 AM Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Sent: 6/15/2022 7:21 :17 PM Viewed: 6/1 6/2022 8:09:34 AM Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 6/29/2022 11 :23:58 AM Viewed: 6/29/2022 1 :26:26 PM Terry Kader terry.kader@cityofdenton.corn Fleet Superintendent Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Accepted: 6/27/2022 1:19:41 PMID: 97d322b4-8918-1539-a396-9346dddbaa73 Sent: 6/29/2022 11 :23:59 AM Viewed: 6/29/2022 1:12:33 PM Hailey Payne hailey.payne@cityofdenton.com City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 6/29/2022 11 :24:01 AM Carbon Copy Events Chris Squadra csquadra@peakprog ramvalue.com Chris Squadra, Peak Program Value, LLC Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Accepted: 6/1 5/2022 4:37:06 PMID: 6dde5508-885e426c-8048-674ca640c7da Status Timestamp Sent: 6/29/2022 1 1 :24:02 AM Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Completed Status Timestamps 6/14/2022 1 :59:05 PM 6/29/2022 11 :23:17 AM 6/29/2022 11 :23:53 AM 6/29/2022 11 :24:02 AM Hashed/Encrypted Security Checked Security Checked Security Checked Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Larry Wagnor, Chris Squadra, Scott Gray, Rosa Rios, TerTy Kader, Chris Squadra ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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