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22-1290
ORDiNANCE NO. 22-1290 AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPALCORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONSTRUCTIONMANAGER AT RISK CONTRACT WITH CORE CONSTRUCTION SERVICES OF TEXAS, INC., FOR PRE-CONSTRUCTION SERVICES FOR THE CONSTRUCTION OF FIRE STATIONNO. 9 FOR THE FACILITIES MANAGEMENT DEPARTMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFQ7967 – AWARDED TO CORE CONSTRUCTION SERVICES OF TEXAS, INC., IN THE NOT- TO-EXCEED AMOUNT OF $25,000.00 FOR PRE-CONSTRUCTION SERVICES). WHEREAS, CORE Construction Services of Texas, Inc., the professional services provider (the “Provider”) set forth in this ordinance is being selected as the most highly qualified on the basis of its demonstrated competence and qualifications to perform the proposed professional services; and WHEREAS, the fees under the proposed contract are fair and reasonable and are consistent with, and not higher than, the recommended practices and fees published by the professional associations applicable to the Provider’s profession, and such fees do not exceed the maximumprovided by law; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The City Manager, or their designee, is authorized to enter into a professional service contract with CORE Construction Services of Texas, Inc., to provide pre-construction services for the construction of Fire Station No. 9 for the Facilities Management Department, a copy of which is attached hereto and incorporated by reference herein. SECTION 2. The City Manager, or their designee, is authorized to expend funds as required by the attached contract. SECTION 3. The City Council of the City of Denton, expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, or their designee. SECTION 4. The findings in the preamble of this ordinance are incorporated herein byreference. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. The motion to seconded by approve this ordinance was made by J.b%aa and This ordinance was passed and approved by the following vote LI -U :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: 1/ 1/F 1/KP k PASSED AND APPROVED this the agb day of bLIP\C . 2022 ATTEST: ROSA RIOS, CITY SECRETARY u,zap.,‘ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY Digitally signed by MarcellaLunn DN: cn=Marcella Lunn, o,AJJJr\\fbu ::=i=rITr:5raTun£n@dtyddenton.com. C= Date: 2022.06.1 6 10:49:58 -05'00' ,*. \NUcad,\ DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDIDF DENTON Docusign City Council Transmittal Coversheet RFP 1 7967 Construction Manager at Risk for Fire station 9File Name Purchasing Contact Chrlsta Chrlstlan City Council Target Date JUNE 28’ 2022 PiggyBackOption N ot App1 Icable Contract Expiration N /A Ordinance 22-1290 DocuSign Envelope ID: 76$1A09C-FBDB-+37F-B540-D49C6F2BDIDF Document A133 2019 Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price 2 8TH JUNEAGREEMENT made as of the –- - ' day of in the year Two Thousand and Twenty-two(in words, indicate day, month, and year.) 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, Texas 76201W93 AIA Document A201 T"–2017, General Conditions of the Contract for Construction, is adopted in this document by reference. Do not use with other general conditions unless thisdocument is modified. and the Construction Manager: (Name, legal status, address, and other information) CORE Construction Services of Texas, Inc.6320 Research Road Frisco, TX 75033 for the following for the following Work, which is a portion of the Project:(Name, location, and detailed description) City of Denton’s Fire Station No. 09 5000 Airport Rd Denton, Texas 76207 The Architect: (Name, legal status, address, and other information) Parkhill, Smith & Cooper, Inc.3000 Internet Blvd. Suite 550 Frisco. Texas 75034 The Owner and Construction Manager agree as follows. Init. / AIA Document A133n - 2019. Copyright © 1991 , 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute ofArchitects,” “AIA," the AIA Logo, and “AI A Contract Documents” are registered trademarks and may not be used without permission. This document was producedby AIA software at 17:03:10 ET on 06/10/2022 under Order No.2114332942 which expires on 06/09/2023, is not for resale, is licensed for one-time use only. andmay only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@ata.orgUser N6tes: W52918272) 1 DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDIDF TABLE OF ARTICLES 1 INITIAL INFORMATION 2 GENERAL PROVISIONS 3 CONSTRUCTION MANAGER’S RESPONSIBILITIES 4 OWNER’S RESPONSIBILITIES 5 COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES 6 COMPENSATION FOR CONSTRUCTION PHASE SERVICES 7 COST OF THE WORK FOR CONSTRUCTION PHASE 8 DISCOUNTS, REBATES, AND REFUNDS SUBCONTRACTS AND OTHER AGREEMENTS9 10 ACCOUNTING RECORDS 11 PAYMENTS FOR CONSTRUCTION PHASE SERVICES 12 DISPUTE RESOLUTION 13 TERMINATION OR SUSPENSION 14 MISCELLANEOUS PROVISIONS 15 SCOPE OF THE AGREEMENT EXHIBIT A GUARANTEED MAXIMUM PRICE AMENDMENTEXHIBIT B INSURANCE AND BONDS ARTICLE 1 INITIAL INFORMATION $ 1.1 This Agreement is based on the Initial Information set forth in this Section 1.1.(For each item in this section, insert the information or a statement such as "not applicable" or "unknown at time of execution. ") S 1.1.1 The Owner’s program for the Project, as described in Section 4.1.1 : (Insert the Owner’s program, identify documentation that establishes the Owner’s program, or state the manner in which the program will be developed.) See Exhibit "C" – Scope of Work $ 1.1 .2 The Project’s physical characteristics: (Identify or describe pertinent information about the Project’s physical characteristics, such as size; location, dimensions ; geotechnical reports; site boundaries; topographic surveys; traBc and utility studies; availability of public and private utilities and services; legal description of the site, etc.) See Exhibit "C" – Scope of Work S 1.1 .3 The Owner’s budget for the Guaranteed Maximum Price, as defined in Article 6: (Provide total and, if known, a line item breakdown.) To Be Determined AIA Document A133n - 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,- "AIA,- the AIA Logo, and -AIA Contract Documents- are registered trademarks and may not be used without permission. This document was produced 2by AIA software at 17:03:10 ET on 06/1 0/2022 under Order No.21 14332942 which expires on 06/09/2023, is not for resale, is licensed for one-time use only, and - may only be used in accordanoe with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org.User Nites: W52B+8272> I I Init. DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDI DF S 1.1 .4 The Owner’s anticipated design and construction milestone dates: .1 Design phase milestone dates, if any: I I I I Exhibit "D" – Construction Manager’s Project Schedule .2 Construction commencement date: Exhibit "D" – Construction Manager’s Project Schedule .3 Substantial Completion date or dates: Exhibit "D" – Construction Manager’s Project Schedule .4 Other milestone dates: Exhibit "D" – Construction Manager’s Project Schedule I S 1.1 .5 The Owner’s requirements for accelerated or fast-track scheduling, or phased construction, are set forth below: (Identify any requirements for fast-track scheduling or phased construction.) To Be Determined $ 1.1.6 The Owner’s anticipated Sustainable Objective for the Project:(Identify and describe the Owner’s Sustainable Objective for the Project, if any.) To Be Determined with the Sustainable Objective.Omitted. S 1.1 .7 Other Project information: (Identify special characteristics or needs of the Project not provided elsewhere.) I See Exhibit "C" – Scope of Work S 1.1.8 The Owner identifies the following representative in accordance with Section 4.2: (List name, address, and other contact information.) Scott Gray City of Denton Airport Manager 215 East McKinney St.Denton. TX 76201 (940) 349-7744 Scott.Gray@cityofdenton.com $ 1.1 .9 The persons or entities, in addition to the Owner’s representative, who are required to may review the ConstructionManager’s submittals to the Owner are as follows: (List name, address and other contact information.) I Init. / To Be Determined AIA Document A133n - 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The -American Institute ofArchitects.” “AIA,” the AIA Logo, and “AI A Contract Documents” are registered trademarks and may not be used without permission. This document was producedby AIA software at 17:03:10 ET on 06/10/2022 under Order No.2114332942 which expires on 06/09/2023, is not for resale, is licensed for one-time use only, andmay onjy be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.orgUser Notes: W52B+8272) 3 DocuSign Envelope ID: 7654A09C-FBDB'+37F-B540-D49C6F2BDIDF S 1.1 .10 The Owner shall retain the following consultants and contractors: (List name, legal status, address, and other contact information.) .1 Geotechnical Engineer: By Architect .2 Civil Engineer: By Architect .3 Other, if any: (List any other consultants retained by the Owner, such as a Project or Program Manager.) To Be Determined S 1.1.11 The Architect’s representative: (List name, address, and other contact information.) Scott Nelson Parkhill, Smith & Cooper, Inc. Principal3000 Internet Blvd. Suite 550 Frisco. Texas 75034 (972) 987-1670 SNelson(a}Parkhill.com S 1.1.12 The Construction Manager identifies the following representative in accordance with Article 3:(List name, address, and other contact information.) Gary AanensonCORE CODstructi9n Services of Texas. IncVice President 6320 Research Road Frisco. TX 75033 garyaanenson@coreconstruction.com (214) 885-1039 $ 1.1.13 The Owner’s requirements for the Construction Manager’s staffing plan for Preconstruction Services, as requiredunder Section 3.1.9: {List any Owner-specifIC requirements to be included in the staffIng plan.) I See Exhibit "F" – Key Personnel S 1.1.14 The Owner’s requirements for subcontractor procurement for the performance of the Work: (List any Owner-speciPc requirements for subcontractor procurement.) Init. / AIA Document A133'- -- 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute ofArchitects.” “AIA,’' the AIA Logo, and -AIA Contract Documents” are registered trademarks and may not be used without permission. This document was producedby AIA software at 17:03:10 ET on 06/10/2022 under Order No.2114332942 which expires on 06/09/2023, is not for resale, is licensed for one-time use only, andmay only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org.User Notes: W52:H8272) 4 DocuSign Envelope ID: 7691A09C-FBDBdj37F.B540-D49C6F2BDIDF I I See Sections 3,1.11 and 3.1.12 herein §1.1.15 Other Initial Information on which this Agreement is based: Not Applicable to the other party.Omitted. ARTICLE 2 GENERAL PROVISIONSS 2.1 The Contract Documents The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to execution of this Agreement, other documents listed in Exhibit "Z" – Schedule of Exhibits, this Agreement, and Modifications issued after execution of this Agreement, all of which form the Contract and are as fully a part of the Contract as if attached to this Agreement or repeated herein. Upon the Owner’s acceptance of the Construction Manager’s Guaranteed Maximum Price proposal, the Contract Documentswill also include the documents described in Section 3.2.3 and identified in theExhibit “ A'’ – Guaranteed Maximum Price Amendment and revisions prepared by the Architect and furnished by the Owner as described in Section 3.2.8. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. If anything in the other Contract Documents, other than a Modification, is inconsistent with this Agreement, this Agreement shall govern. An enumeration of the ContractDocuments, other than a Modification, appears in Article 15. $ 2.1.1 if, and to the extent of, any inconsistency, ambigujty, discrepancy or error in the Contract Documents (referred to collectively in this Section 2.1.1 as "discrepancy"), the Construction Manager shall immediately seek clarification from the Architect and notify the Owner that clarification has been requested. In the event that the Architect fails to clarify such discrepancy, within a reasonable time under the circumstances, the Construction Manager shall proceed with the Work without the clarification based on the written permission from the Owner, and gjve precedence to the Contract Documents in the following descending order of priority: .1 Modifications issued after execution of the Owner-Construction Manager Agreement, including all exhibits not specifically referenced in Section 2.1 ; .2 the Owner-Construction Manager Agreement; .3 Addenda issued prior to the execution of the Owner-Construction Manager Agreement, with the Addenda bearing the latest date taking precedence; .4 the General Conditions of the Contract for Construction; and .5 the Drawings and Specifications. S 2.2 Relationship of the Parties The Construction Manager accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner t&to, without limitation, cooperate with the Architect and exercise the Construction Manager’s skill and judgment in furthering the interests of the Owner to furnish efficient construction administration, management services, and supervision; to furnish at all times an adequate supply of workers and materials; and to perform the Work in an expeditious and economical manner consistent with the Owner’s interests. The Owner agrees to furnish or approve, in areasonably timely manner, information required by the Construction Manager when such information is requested in Init. / AIA Document A133n - 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute ofArchitects,” "AIA,- the AIA Logo, and “AI A Contract Documents- are registered trademarks and may not be used without permission. This document was producedby AIA software at 17:03:10 ET on 06/10/2022 under Order No.2114332942 which expires on 06/09/2023, is not for resale, is licensed for one-time use only, andmay only be used in accordance with the A[A Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.orgUser Notes: W52B+8272) 5 DocuSign Envelope ID: 7654A09C-FBDB-137F-B540-D49C6F2BDIDF writing and to make payments to the Construction Manager in accordance with the requirements of the ContractDocuments.Documents and in accordance with Texas Government Code Ch. 225 1. S 2.3 General ConditionsS 2.3.1 For the Preconstruction Phase, AIA Document A20jTl-L20j7, General Conditions of the Contract for Construction, shall apply as follows: Section 1.5, Ownership and Use of Documents; Section 1.7, Digital Data Use andTransmission; Section 1.8, Building Information Model Use and Reliance; Section 2.2.4, Confidential Information; Section 3.12.10, Professional Services; Section 10.3, Hazardous Materials; Section 13.1, Governing Law. The term "Construction IVlanager" in this A133 Agreement shall mean and include the use of the terms "Construction Manager at Risk", or ’'CMaR". The term "Contractor" as used in A201–2017 shall mean the Construction Manager.also mean and include the use of the terms "Construction Manager at Risk," or "CMaR". S 2.3.2 For the Construction Phase, the general conditions of the contract shall be as set forth in A201–2017, which document is incorporated herein by reference. The term "Contractor" as used in A201–2017 shall mean the ConstructionManager. $ 2.3.3 All references in this Agreement to AIA Document A201 TM–2017, General Conditions of the Contract forConstruelion, shag mean the AIA D@ument A20jTN1–2017. General Conditions of the Contract for Construction. as modified and amended by the parties hereto. Where reference is made in this Agreement to a provision of anotherContract Document, the reference refers to that provision as amended or supplemented by other provisions of the ContractDocuments ARTICLE 3 CONSTRUCTION MANAGER’S RESPONSIBILITIES The Construction Manager’s Preconstruction Phase responsibilities are set forth in Sections 3.1 and 3.2, and in the applicable provisions ofA201-2017 referenced in Section 2.3.1. The Construction Manager’s Construction Phase responsibilities are set forth in Section 3.3. The Owner and Construction Manager may agree, in consultation with the Architect, for the Construction Phase to commence prior to completion of the Preconstruction Phase, in which case, both phases will proceed concurrently. The Construction Manager shall identify a representative authorized to act on behalf ofthe Construction Manager with respect to the Project. S 3.1 Preconstruction Phase S 3.1.1 Extent of ResponsibilityThe Construction Manager shall exercise reasonable care in performing its Preconstruction Services. The Owner and Architect shall be entitled to rely on, and shall not be responsible for, the accuracy, completeness, and timeliness of services and information furnished by the Construction Manager. The Construction Manager, however, does not warrant or guarantee estimates and schedules except as may be included as part of the Guaranteed Maximum Price. The Construction Manager is not required to ascertain that the Drawings and Specifications are in accordance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, authorities. However, if the Construction Manager recognizes, or a Construction Manager of similar size and experience would have recognized that portions of the Drawings and Specifications are at variance therewith, but the Construction Manager shall promptly report to the Architect and Owner any nonconformity discovered by or made known to the Construction Manager as a request for information in such form as the Architect may require. The recommendations and advice of the Construction Manager concerning design alternatives shall be subject to review by the Architect and approval of the Owner and the Owner’s other professional consultants. S 3.1 .2 The Construction Manager at Risk, after carefully reviewing Exhibit "C" – Scope of Work and the Conditions of the Contract, shall provide a preliminary evaluation of the Owner’s program, schedule and construction budget>rogram for the Project. and the Construction Manager’s Work which is a Dortion thereof, and will work with the Owner and Architect to establish the general parameters of the Construction Manager’s management plan, budget, and schedule for the Work, each in terms of the other. Such parameters shall be agreed upon meetings held with the Parties as needed for the purpose, and a more detailed understanding of the work plan, budget and schedule shall be proposed by the Construction Manager to the Owner and Architect in a written preliminary draft of aConstnntion Management Plan thereafter, but prior to the execution of this Agreement. $ 3.1 .2.1 The Constnrction Manager, after consulting with the Owner and Architect, shall update the preliminary proposed Construction Management Plan for the Work for the Architect’s further review and Owner’s approval. Such review and approval shall not in any way reduce the Construction Manager’s responsibility to indemnify the Indemnitees; including Init. / AIA Document A133’- - 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The -American Institute ofArchitects,- "AIA,’' the AIA Logo, and -AI A Contract Documents- are registered trademarks and may not be used without permission. This document was producedby AIA software at 17:03:10 ET on 06/10/2022 under Order No.2114332942 which expires on 06/09/2023, is not for resale, is licensed for one-time use only, andmay only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations. e-mail copyright@aia.org.User Notes: W523+8272> 6 DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDIDF but not limited to those specified in Sections 3.18.2 and 4.2.3.1 of the AIA A201 – 20 17 General Conditions, as amended. In preparing the Construction Management Plan, the Construction Manager shall consider, without limitation, the Owner’s safety, schedule, cost, quality, and design goals and requirements for the Construction Manager’s Work and theOwner’s Project, each in terms of the other. The Construction Manager shall then develop and consider various altematives for the sequencing and management of the Work and shall recommend to the Architect and Owner those altematives that are best suited to the goals of both the Work and the Project. The Construction Management Plan must include, at a minimum and without limitation, these separate deliverables: Safety and Logistics Plan; Construction Manager’s Project Schedule; Cost Management Plan, Control Estimate and Schedule of Values; Quality Management, Commissioning and Turnover Plan; and Information Management System. As part of this Construction Management Plan, the Construction Manager shall prepare and submit to the Architect for review, and subsequently for the Owner’s written approval, a Control Estimate either with the proposed Construction Management Plan prior to the execution of this Agreement, or if specifically agreed otherwise in writing by the Owner within twenty-one (2 1) days of executing this Agreement. The Control Estimate shall include the estimated Cost of the Work plus the Construction Manager’s Fee. The Control Estimate shall be used to monitor the conformance of the DesignDocuments with the Owner’s Budget during the Preconstruction Phase and the actual costs and the timely performance of the Work during the Construction Phase. The Control Estimate shall be updated continuously, or a minimum of everyother week, in addition to full Construction Estimates at the end of each phase. The Construction Manager shall update the Control Estimate not later than fifteen (15) business days after release of Drawings and Specifications identified by Owner, either directly or through the Architect, as prepared for Construction Manager’s pricing (a "Pricing Submittal") during the Preconstruction Phase and again not later than each Application for Payment to reflect Changes in the Work during the Construction Phase. S 3.1 .2.2 The Control Estimate must include: .1 a list of the documents enumerated in Article 1 of the Agreement, including their dates, all Addenda thereto and the Conditions of the Contract; .2 a list of the clarifications and assumptions made by the Construction Manager in the preparation of theControl Estimate, including assumptions made, to supplement the information provided by the Owner and contained in the Drawings and Specifications; .3 a statement of the estimated Cost of the Work organized by trade categories or systems and the Construction Manaqer’s Contingency, General Conditions and Construction Manager’s Fee; as those costs are fUrther described and detailed in Exhibit "E" – Construction Manager’s Soft Costs and Fee; .4 schedules indicating proposed activities, activity sequences and durations, milestone dates for receipt and approval of pertinent information; schedule of shop drawings, submittals, and samples; procurement and delivery of materials or equipment that must be ordered well in advance of construction; pre-installation meetings; mockups; materials testing inspections, and permitting activities; and the Owner’s occupancy requirements, showing portions of the Work and the Project having occupancy priority; and .5 contingencies for further development of design and construction as required by Section 3.1.1.4. S 3.1 .2.3 The Construction Manager shall meet with the Owner and Architect to review the Control Estimate. In the eventthat the Owner or Architect discovers any inconsistencies or inaccuracies in the information presented, they shall promptly notify the Construction Manager, who shall make appropriate adjustments to the Control Estimate. When the Control Estimate is acceptable to the Owner, the Owner shall acknowledge it in writing. The Owner’s acceptance of the Control Estimate does not imply that the Control Estimate constitutes a Guaranteed Maximum Price. $ 3.1 .2.4 The Drawings and Specifications are anticipated to require further development by the Architect, and the Construction Manager shall provide in the Control Estimate for such further development consistent with the Contract Documents and reasonably inferable therefrom. Such further development does not include changes in scope, systems, Init.AIA Document A133n - 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute ofArchitects,- “AIA,- the AIA Logo. and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was producedby AIA software at 17:03:10 ET on 06/1 0/2022 under Order No.2114332942 which expires on 06/09/2023, is not for resale. is licensed for one-time use only, andmay only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org.User Notes: W52:P+8272) 7 DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDI DF kinds and quality of materials, finishes, or equipment, all of which, if required, shall be incorporated in a revised ControlEstimate by mutual agreement of the parties. $ 3.1.2.5 The Construction ManaRer shall develop and implement a detailed system of cost control (the "Cost Management Plan") that will provide the Owner and Architect with timely information as to the anticipated total Cost of the Work. The Cost Management Plan shall detail the processes used to compare the Control Estimate with the Pricing Sets released during the Preconstruction Phase, and during the Construction Phase, the actual cost for activities in progress and estimates for uncompleted tasks and proposed changes. This information shall be reported to the Owner, through the Construction Manager, in writing, no later than twenty-one (2 1) days after the release date of any Pricing Set during thePreconstruction Phase and again not later than the Construction Manager’s first Application for Payment and shallthereafter be revised and submitted with each Application for Payment. S 3.1.3 Consultation S 3.1 .3.1 The Construction Manager shall schedule and conduct meetings with the Architect and Owner Architect, the Owner and their consultants to discuss such matters as procedures, progress, coordination, and scheduling of the Work. S 3.1 .3.2 The Construction Manager shall advise the Owner and Architect onon, without limitation, proposed site use and improvements, selection of materials, building systems, and equipment. The Construction Manager shall also provide recommendations to the Owner and Architect, consistent with the Project requirements, $non, among other aspects of theWork and the Project, constructability; availability of materials and labor; actions designed to minimize adverse effects of labor or material shortages; time requirements for procurement, installation and construction; prefabrication; and factors related to construction cost including, but not limited to, costs of alternative designs or materials, preliminary budgets, life-cycle data, and possible cost reductions. The Construction Manager shall consult with the Architect regarding professional services to be provided by the Construction Manager during the Construction Phase. S 3.1.4 Project Schedule When Project requirements in Section 4.1.1 have been sufficiently identified, the The Construction Manager shall prepare and periodically update a Project schedule for the Architect’s review and the Owner’s acceptance. The Construction Manager shall obtain the Architect’s approval for the portion of the Project schedule relating to the performance of the Architect’s services. The Project schedule Exhibit "D" – Construction Manager’s Project Schedule shall coordinate andintegrate the Construction Manager’s services, the Architect’s services, other Owner consultants’ services, and the Owner’s responsibilities; and identify items that affect the Project’s timely completion. The updated Project schoduloshall Construction Manager’s Project Schedule must include the following: submission of the Guaranteed Maximum Price proposal; components of the Work; times of commencement and completion required of each Subcontractor; ordering and delivery of products, including those that must be ordered in advance of construction; and the occupancy requirements of the Owner. As design proceeds, the Construction Manager’s Project Schedule shall be updated by the Construction Manager to indicate, in increasing detail and without limitation, proposed sequences and durations of the Preconstruction Phase activities and the activities necessary to complete the Work during the Construction Phase. Thisschedule will include, at minimum, the following milestones: .1 .2 .3 .4 .5 ,6 .7 .8 dates for receipt and approval of pertinent information by the Owner, governmental agencies and otherstakeholders Owner’s submittal dates of information agreed to be required by the Construction Manager andArchitect dates for Construction Manager’s submittal and the Architect’s and Owner’s review and subsequent Owner’s approval of the initial Control Estimate and subsequent updates; submittal, review by the Architect and Owner, and Owner’s subsequent approval of the ConstructionManagement Plan; preparation and processing of shop drawings and samples; delivery of materials or equipment requiring long-lead-time procurement; Owner’s occupancy requirements showing portions of both the Work and the Project having occupancypriority; and proposed dates of Substantial Completion and Final Payment. Init. / AIA Document A133'- - 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The -American Institute ofArchitects,- ''AIA,’' the AIA Logo, and -AIA Contract Documents” are registered trademarks and may not be used without permission. This document was producedby AIA software at 17:03:10 ET on 06/1 0/2022 under Order No.2114332942 which expires on 06/09/2023, is not for resale, is licensed for one-time use only, andmay only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.orgUser Notes: W523+8272) 8 DocuSign Envelope ID: 769tA09C-FBDBdj37F-B540-D49C6F2BDIDF If the Construction Manager’s Project Schedule updates indicate that previously accepted schedules may not be met, the Construction Manager shall make appropriate recommendations for acceleration, concurrency of activities, and otheralternatives to the Owner and Architect to maintain the most recently accepted target dates for the Work S 3.1.5 Phased Construction The Construction Manager, in consultation with the Architect, shall provide recommendations with regard to accelerated or fast-track scheduling, procurement, and sequencing for phased construction. The Construction Manager shall take into GonstNe++onseheduLiRr Drawings and Specifications (if any) to facilitate the Construction Manager’s Project Schedule takinR into consideration such factors as, without limitation, relative cost impacts (if any), constructability, procurement and construction scheduling issues, economies, long lead item requirements, time of performance, availability of labor and materials, andprovisions for temporary facilities. ommendi IA the $ 3.1.6 Cost Estimates $ 3.1 .6.1 Based on updates to the preliminary design and other new design criteria prepared by the Architect, or otherwise provided, and in addition to the formal Control Estimates above, the Construction Manager shall prepare, for the Architect’s review and the Owner’s approval, preliminary estimates of the Cost of the Work or the cost of program requirements using area, volume, or similar conceptual estimating techniques. If the Architect or Construction Manager suggests alternative materials and systems, the Construction Manager shall provide cost evaluations of those alternative materials and systems. S 3.1.6.2 As the Architect progresses with the preparation of the Schematic Design, Design Development and Construction Documents, the Construction Manager shall prepare and update, at appropriate intervals agreed to by the Owner, Construction Manager and Architect, an estimate of the Cost of the Work with increasing detail and refinement. The Construction Manager shall include in the estimate those costs to allow for the Rather development of the design, price escalation, and market conditions, until such time as the Owner and Construction Manager agree on a GuaranteedMaximum Price for the Work. The estimate shall be provided for the Architect’s review and the Owner’s approval. The Construction Manager shall inform the Owner and Architect in the event that the estimate of the Cost of the Work exceedsthe latest approved Project budget,recommendations for corrective action.I, the latlppears likel trol Estimate S 3.1 .6.3 if the Architect is providing cost estimating services as a Supplemental Service, services, and a discrepancy exists between the Construction Manager’s cost estimates and the Architect’s cost estimates, the Owner, the Construction Manager and the Architect shall work together to reconcile the cost estimates. S 3.1 .7 As the Architect progresses with the preparation of the Schematic Design, Design Development and Construction Documents, the Construction Manager shall consult with the Owner and Architect and make recommendations regarding constructability and schedules, for the Architect’s review and the Owner’s approval. S 3.1 .8 The Construction Manager shall provide recommendations and information to the Owner and Architect regardingequipment, materials, services, and temporary Project facilities. and approval.Omitted. Construction h(anager as Constructor Edition, attached to this Agreement.Omitted. S 3.1.11 Subcontractors and Suppliers .Omitted. Init. / AIA Document A133u - 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute ofArchitects.- “AIA,” the AIA Logo, and -AI A Contract Documents” are registered trademarks and may not be used without permission. This document was producedby AIA software at 17:03:10 ET on 06/10/2022 under Order No.2114332942 which expires on 06/09/2023, is not for resale, is licensed for one-time use only. andmay only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org.User Notes: W529+8272) 9 DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDIDF S 3.1.11.2 The Construction Manager shall develop bidders’the Work and shall furnish to the Owner and Architect for their information a list of potential Subcontractors and suppliers that are qualified to possibly furnish materials, services or equipment, from whom competitive proposals will be requested for each principal portion of the Work. The Owner, after consulting with the Architect, will promptly reply in writing tothe Construction Manager if they object to any such Subcontractors or suppliers, or if there are additional Subcontractors or suppliers, they wish the Construction Manager to consider. The Construction Manager will be required to utilize the procedures set forth in Texas Government Code Section 2269.256 for review of bids or proposals for all trade contractoror subcontractor bids or proposals. The receipt of any such list ofprequalified Subcontractors or suppliers shall not require the Owner or Architect to investigate the qualifications of any proposed Subcontractor or supplier; nor shall it waive the right of the Owner, or Architect later to object to or reject any proposed Subcontractor or supplier. Review bythe Owner or Architect of all or a portion of such list or their request for the Construction Manager to consider additional Subcontractors or suppliers shall not relieve the Construction Manager of its obligation to prequalify all Subcontractors and suppliers later solicited for bids, or any other responsibility for the performance of the Construction Manager or anySubcontractor or supplier under this Agreement. S 3.1.11.3 The processes described in Article 9 Section 3.1.12 shall apply if bid packages will be issued during thePreconstruction Phase. $ 3.1.12 Procurement The Construction Manager shall prepare, propose, for the Architect’s review and the Owner’s acceptance, a procurement schedule for items that must be ordered in advance of construction. The Construction Manager shall expedite and coordinate the ordering and delivery of materials that must be ordered in advance of construction. If the Owner agrees to procure any items prior to the establishment of the Guaranteed Maximum Price, the Owner shall procure the items on terms and conditions acceptable Owner, after review and acceptance of those terms by the to the Construction Manager. Upon the establishment of the Guaranteed Maximum Price, the Owner shall assign all contracts for these items to the Construction Manager and the Construction Manager shall thereafter accept responsibility for them.responsibility for them as if procured by the Construction Manager. If such long-lead-time items are proposed to be procured by the Owner, they shall be procured on Owner’s terms and conditions, which shall be provided to the Construction Manager for review. $ 3.1.12.1 Selection by Competitive Bid: Except as otherwise agreed in writing by both parties hereto, the Construction Manager must publicly advertise for bids orproposals and receive competitive bids or proposals from any and all trade contractors or subcontractors for the performance of all major elements of the Work other than the minor work that may be included in the general conditionsand receive no less than three (3) responsive bids in the following categories, where applicable: .1 Work performed by Construction Manager’s Forces. If the Construction Manager wishes to perform Workwith the Construction Manager’s own forces, or through a Related Party as defined in Section 7.8, the Construction Manager must: ae b. C. obtain no less than three (3) additional responsive bids or proposals from responsible Subcontractors acceptable to the Owner; submit a written bid or proposal for such Work to the Owner and Architect in the same manner asall other trade contractors or subcontractors; and obtain approval from the Owner and Architect that the Construction Manager’s bid or proposalprovides the best value for the Owner. .2 The Construction Manager shall use all effort necessary to solicit interest from all the potential qualifiedSubcontractor bidders for such Work; vigorously and proactively communicate to them the Construction Manager’s obligation to provide its bid to the Owner in advance; and deliver all Subcontractor bids for such Work to the Architect and Owner within four (4) hours of their receipt by Construction Manager. .3 Other than services normally associated with Construction Manager’s performance of the General Conditions, Construction ManaRer shall not perform any portions of the Work unless it has been awarded such portion in accordance with the same procedures imposed upon all other trade contractors or subcontractors as specified above, and then, only if the Owner has determined that the Construction Manager’s bid or proposed bid providesthe best value for the Owner Init. / AIA Document A133n - 2019. Copyright © 1991 , 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved, The -American Institute of Architects,- -AtA,- the AIA Logo, and -AIA Contract Documents- are registered trademarks and may not be used without permission. This docurpent was produced 10by AIA software at 17:03:10 ET on 06/1 0/2022 under Order No.2114332942 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.orgUser Notes: W52348272) DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDIDF .4 in the event any Work is to be performed by the Construction Manager’s own forces or by a Related Party,such Work shall be covered in a separate agreement between the Owner and the Construction Manager or the Related Party when required by the Owner. Such agreement shall, without limitation, satisfy all requirements forsubcontracts as set forth herein. .5 in the event the Construction Manager cannot, using its utmost efforts, secure the required three (3) or moreSubcontractors willing to provide responsive bids for any scope of the Work, the Owner and Architect shall work with the Construction Manager to solicit these responsive bids. In the event that the Construction Manager working in conjunction with the Owner and Architect is still unsuccessful in securing three (3) responsive bids for a scope of the Work, the Owner shall waive the requirement for three (3) competitive bids, where allowed by law, but solely for the category of Work in question. $ 3.1.12.2 Pre-Qualifying Bidders The Construction Manager shall develop lists of possible Subcontractor and other necessary bidders and pre-qualify bidders, unless otherwise agreed to in writing by Owner. .1 The Construction Manager’s pre-qualification process shall include some, or all, of following services for some, or all, of the Subcontractors and suppliers as agreed in advance with the Owner and Architect: preparation and transmission of requests for qualifications; receiving and analyzing qualifications; interviewing possible bidders, bonding agents, and financial institutions; and preparing summary reports regarding these activities tothe Owner and Architect. .2 The Construction Manager shall also prepare a proposed qualified bidders list for each bid package for theWork for the review and comment of the Owner and Architect. .3 The Owner or Architect may designate specific persons or entities from whom the Construction Manager shall obtain bids; however, if the Guaranteed Maximum Price has been agreed, the Owner may not prohibit the Construction Manager &om obtaining bids from other bidders that are otherwise qualified and approved by the Owner and Architect. Such approval shall not be unreasonably withheld. .4 The Construction Manager shall be responsible for pre-qualifying all Subcontractors and suppliers; shall beresponsible for their performance; and shall not be required to contract with any Subcontractor or supplier to whom the Construction Manager can demonstrate a factual and reasonable, or legal objection. $ 3.1.12.3 Delivery of Bid DocumentsThe Construction Manager shall expedite the delivery of bid documents to the bidders. The Construction Manager shall obtain documents from the Architect and arrange for electronic distribution to Subcontractors and other vendors, with electronic confirmation of receipt; or in the case of hard copy distribution, printing, binding, wrapping and delivery to the bidders. The Construction Manager will determine the vendor(s) to be used for printing, and costs of hard copy printing, binding, and distribution shall be billed directly to the Owner as directed by the Construction Manager. The Owner prefers electronic distribution but will approve a reasonable amount for printing hard copies when a budget is submitted by the ConstIUction Manager in advance. The Construction Manager shall maintain a record of bidders receiving documents. $3.1.12.4 Pre-Bid Conference In conjunction with the Owner and Architect, the Construction Manager shall conduct Pre-bid Conferences. These conferences shall be forums for the Construction Manager to explain to the bidders the requirements of the Work and the proposed Contract Documents, including, without limitation information concerning the Construction Management Planand its safety, logistics, schedule, quality, cost control and other requirements; access restrictions; the project’s administrative procedures; and technical design and engineering information. $ 3.1.12.5 1nformation to Bidders The Construction Manager shall develop and coordinate procedures to document, forward to the Architect, track questions from, and provide and document answers to bidders’ questions. S 3.1.12.6 AddendaThe Construction Manager shall receive from the Architect a copy of all addenda. The Construction Manager shall review all addenda for clarity; consistency of response; and insure coordination of distribution and receipt amonR the bidders. By Init. / AIA Document A133'- - 2019. Copyright © 1991, 2003. 2009, and 2019 by The American Institute of Architects. All rights reserved. The -American Institute ofArchitects,” "AIA,- the AIA Logo, and “AIA Contract Documents- are registered trademarks and may not be used without permission. This document was produced 4 ,1 by AIA software at 17:03:10 ET on 06/10/2022 under Order No.2114332942 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: W52:P+8272) DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDI DF performing the reviews described herein, the Construction Manager is conducting the review in its capacity as a contractor and is not acting in a manner so as to assume responsibility or liability, in whole or in part, for all or any part of the content of the Design Documents or the design intent. $ 3.1.12.7 Bid Openings $ 3.1.12.7.1 The Construction Manager shall receive, open, and evaluate the bids with the Owner and Architect attendance, at their option. Whether or not they attend, the Owner, Construction Manager and Architect will promptly be provided with copies of all Subcontractor and supplier bids received, initialed by hand or electronically by the Construction Manager to confirm each as an accurate and timely submitted copy. The Construction Manager will have theright to reject any and all bids or proposals, when such rejection is based on the Construction Manager’s consistently applied, objective, and standard evaluation criteria which must be included in the public advertisement. $ 3.1.12.7.2 The Construction Manager shall evaluate all apparent responsible bidders for all major components of Work, and may conduct interviews to determine the responsiveness of their bids or proposals. In evaluating the responsiveness of bid or proposals and in making a determination as to the best value bid or proposal submitted, the Construction Manager, in addition to bid or proposal price, may consider the following factors: past performance on similar projects; qualifications and experience of personnel assigned to the Safety and Logistics Plan, the Quality ManaRement, Commissioning and Turnover Plan, and other components of the Work; approach or understanding of the Work to be performed; performance schedule to complete the Work; or other criteria agreed upon with the Owner and Construction Manager in advance and in writing. $ 3.1 .12.7.3 Any portion of the Construction Manager’s evaluation of Subcontractor and supplier bids by the ConstructionManager may be attended by the Architect and Owner, at their option, and they will be given compete access to all aspects of the process. Such participation by the Owner, Architect and Owner, or their receipt of copies of Subcontractors’ and suppliers’ bids and proposals shall not impose any burden of review or analysis on them or relieve the ConstructionManager of its sole responsibility for the Construction Manager’s, Subcontractors’ and suppliers’ performance under this Agreement S 3.1.12.7.4 The Construction Manager will resolve any Subcontractor or supplier bid withdrawal, protest or disqualification in connection with the award at no increase in the Cost of Work. $ 3.1.42.8 Analyzing Bids and Award Recommendation Upon receipt of bids and completion of each bid package’s evaluation, the Construction Manager shall prepare a formalaward recommendation, includinR alternate prices and unit prices (if any), for each bid package for the Owner’s and Architect’s review. Subsequent and subject to such review, Construction Manager shall request the Owner’s review and approval of its award recommendation. The Owner will then determine, with the advice of the Construction Manager and subject to the reasonable objection of the Architect, which bids will be accepted. Notwithstanding any other provision in this agreement, the Owner reserves the right to reject any and all bids. $ 3.1 .12.8.1 if the Guaranteed Maximum Price has been established and a specific bidder among those whose bids aredelivered by the Construction Manager to the Owner and Architect (1) is recommended to the Owner by the Construction Manager; (2) is qualified and approved by Owner to perform that portion of the Work; and (3) has submitted a bid whichconforms to the requirements of the Contract Documents without reservations or exceptions, but the Owner requires that another bid be accepted, then the Construction Manager shall be entitled to submit a Change Order allowing for an adjustment to the Contract Time, if needed and an adjustment to the Guaranteed Maximum Price by the differencebetween the bid of the person or entity recommended to the Owner by the Construction Manager and the amount of the subcontract or other agreement actually signed with the person or entity designated by the Owner. $ 3.1.12.9 Construction ContractsAt the direction of the Owner, the Construction Manager shall prepare, execute, and deliver the Contract Documents between the Construction Manager and the Subcontractors and suppliers. The Construction Manager shall also issue the notices to proceed to each Subcontractor and Supplier after execution of such Contract Documents. .I All Work shall be performed under written subcontracts or by other appropriate written agreements with the Construction Manager. Init. / AIA Document A133- - 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The -American Institute of Architects.- "AIA,- the AIA Logo. and -AIA Contract Documents- are registered trademarks and may not be used without per[nission. This docur[lent was produced 12by AIA software at 17:03:10 ET on 06/10/2022 under Order No.2114332942 which expires on 06/09/2023, is not for resale, is licensed for one-time use only, and ' nmay only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.orgUser Notes: W523+U72) DocuSign Envelope ID: 7654A09C.FBDB437F-B540-D49C6F2BDIDF .2 Such subcontracts and agreements shall contain the same obligations for the Subcontractor to the ConstructionManager for their portions of the Work as the Construction Manager has to the Owner for the Work under this Agreement. .3 Subcontracts and other agreements shall not be awarded on the basis of cost plus a fee without the priorwritten consent of the Owner. S 3.1.13 Compliance with Laws The Construction Manager shall comply with applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities applicable to its performance under this Contract, and with equal employment opportunity programs, and other programs as may be required by governmental and quasi-governmental authorities. S 3.1.14 Other Preconstruction Services reference an exhibit attached to thU documentOmitted. Not Applicable $ 3.1.15 Construction Manager’s Review of Design Documents Prepared by the Architect The Construction Manager shall review the Design Documents for clarity, consistency, constructability and coordinationamong the Subcontractors. The results of the review shall be provided as either electronic notes or "red-line" notations on the documents themselves. With the exception of the Design-Build Scope, the Construction Manager is not responsible for providing, nor does the Construction Manager control the design intent and contents of the Design Documents prepared by the Architect. By performing the reviews described herein, the Construction Manager is not acting in a manner so as to assume responsibility or liability, in whole or in part, for all or any part of the Design Documents prepared by the Architect or their design intent. The Construction Manager’s action in reviewing the Project design and DesignDocuments prepared by the Architect and in making recommendations as provided herein for such documents are only advisory to the Owner. $ 3.1.16 Design RecommendationThe Construction Manager shall make recommendations to the Owner and Architect with respect to constructability,construction cost, and sequence of construction, construction duration, possible means and methods of construction, time for construction and separation of the Work into contracts for various categories procurement and performance, andcompliance with the previously approved Work Breakdown Structure (referred to as '’WBS"). All Design Document reviews by the Construction Manager, and subsequent design recommendations shall be in accordance with the Owner’s goals for the Work and the Project, and in conformance with the Quality Management, CommissioninR, and TurnoverPlan $ 3.1.17 Owner Design Reviews The Construction Manager shall expedite the Owner’s design reviews by compiling and conveying the Owner’scomments in its review comments to the Architect. $ 3.1.18 Approvals by Requlatory AgenciesIn accordance with the most recently approved Construction Manager’s Construction Schedule, the ConstructionManager shall monitor transmittal of documents to regulatory agencies for review and shall advise the Owner and Architect of potential delays and problems in completing such reviews, offer recommendations for mitigating theirimpact, and shall compile and convey the regulatory agencies’ comments to the Architect. $ 3.1.19 Public Relations When specifically directed in writing, the Construction Manager shall assist the Owner in public relations activities and shall prepare information for and attend public meetings regarding the project. Such assistance, information, and participation by Construction Manager shall be subject to strict oversight and control by the Owner and be bound by Owner’s confidentiality requirements as shown in Exhibit "G" – Confidentiality of the Project, $ 3.1.20 Revisions to Construction Manager’s Construction Schedule Init. / AIA Document A133’- - 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute ofArchitects,- "AIA,- the AIA Logo, and -AIA Contract Documents- are registered trademarks and may not be used without permission. This document was produced 4 qby AIA software at 17:03:10 ET on 06/1 0/2022 under Order No.2114332942 which expires on 06/09/2023, is not for resale, is licensed for one-time use only, and 1 umay only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org.User Notes: W52348272) DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDI DF While performing the services required to implement the Construction Management Plan, and as necessary throughout thePreconstruction Phase, the Construction Manager shall recommend revisions to the Construction Manager’s Construction Schedule, if and when appropriate, for Owner’s and Architect’s review. Subject to such review, and the Owner’s subsequent approval, the Architect shall issue Change Orders as needed to the appropriate parties to implement the approved revisions to the Construction ManaRer’s Construction Schedule. $ 3.1.21 Monitoring the Construction Manager’s Construction Schedule While performing the services in this Agreement, the Construction Manager shall monitor the Architect’s compliancewith the Architect’s responsibilities for reviews and approvals shown in the Construction Manager’s Construction Schedule. The Construction Manager shall inform the Architect and Owner of any significant risk for delay due to the Project due to the Architect’s non-compliance or failure to timely perform known Architect responsibilities and issue updates as necessary to keep the Owner and Architect informed of other schedule impacts. $ 3.1.22 Biddinq and Award Schedule Prior to transmittinR the proposed Contract Documents to bidders and as a component of the Construction Manager’s Construction Schedule. the Construction Manager shall prepare a detailed Bidding and Award Schedule for procurement of each part of the Work and make the schedule available to the Owner and Architect for review, and incorporate those revisions reasonably requested by the Owner or Architect as a result of such review. $ 3.1.23 1mpacts to the Construction Budget and ScheduleThe Construction IVlanager shall make recommendations to the Architect and Owner to mitigate, without limitation, the cost and time impacts of any ongoing design changes; unforeseeable delays or scope changes; and other factors beyondthe responsibility of the Construction Manager to control under this Agreement that may result in revision to the Construction Manager’s Construction Schedule or Control Estimate. $ 3.1 .24 Preconstruction Cost and Schedule Control In accordance with Cost Management Plan and Section 3.1.2. 1, the Construction Manager shall prepare a formal update to the Control Estimate for each Pricing Submittal released by the Architect. Each new Control Estimate submittal shall be accompanied by a report to the Owner and Architect identifying specific variances from the previous Construction Manager’s Control Estimate and impacts to the Construction Manager’s Construction Schedule. The ConstructionManager shall clearly identify the specific changes by line item in the proposed Control Estimate and proposed Construction Manager’s Construction Schedule, and also clearly identify the specific changes in scope and quality from the previous Pricing Submittal not reasonably inferable therefrom causing such proposed changes in cost and time. In the event no additional scope or quality changes have been made in the new Pricing Submittal that were not reasonably inferable from earlier submittals, the Constmction Manager will identify the other cause(s) of such proposed changes in the Control Estimate and Construction Manager’s ConstIUction Schedule and provide supporting detail acceptable to the Architect and Owner sufficient to easily validate such changes. The Construction Manager shall coordinate, facilitate, and request acceleration of the activities of the Owner and Architect when changes to the design are required to remain within the cost shown in the Control Estimate, and meet the Construction Manager’s Construction Schedule. $ 3.1.25 Sustainability and Environmentally Responsible DesiqnOne of the Owner’s goals is an energy efficient, sustainable Project, and therefore the Construction Manager shall participate in interactive work sessions when scheduled by the Architect for the purpose of identifying environmentally responsible alternatives for the Work, evaluating the relative merits of each, and assistinR with selectinR the preferred alternative(s) to be incorporated into the Project. The Owner may attend and participate in such work sessions at its optron $ 3.1.26 Value Studies information management system, early selection or procurement of subcontractors, etc.)Using the information obtained during the work sessions described above and other meetings, and such energy models and other data on systems and materials as may be provided by the Architect, the Construction Manager shall prepare Value Studies as defined by either SAVE International (www.value-enR.org), or by using such other method for value analysis as mutually agreed by the Owner, Construction Manager and Architect to be most efficient and effective for comparing the viable alternatives for major components of the Work. The results of these studies shall be in report form, contain Value EngineerinR Proposals,and be distributed to the Owner and Architect for their review and use. Init. / AIA Document A133'- -. 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The -American Institute ofArchitects,- "AIA,” the AIA Logo, and “AIA Contract Documents- are registered trademarks and may not be used without permission. This document was produced 4 aby AIA software at 17:03:10 ET on 06/1 0/2022 under Order No.2114332942 which expires on 06/09/2023, is not for resale, is licensed for one-time use only, and ' Tmay only be used in accordance with the AIA Contract Documents<D Terms of Service. To report copyright violations, e-mail copyright@aia.org.User Notes: p052348272) DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDIDF § 3.1.27 Value EngineeringEach Value Engineering Proposal submitted by the Construction ManaRa must include, without limitation, the following: (1) a detailed description of the difference between the requirements of the current design and the proposed changes and comparative advantages and disadvantages of each; (2) itemization of aspects of the current design affected by the enactment of the proposal; (3) the impact of the proposal upon both Control Estimate and the Construction Manager’s Construction Schedule; (4) a list of the projects to the extent known, where the proposal was previously used in similar circumstances, and the results of that experience; (5) any other information reasonably necessary to fUlly evaluate the proposal; and (6) the date by which the Owner must accept the proposal in order for the Construction Manager’s cost and time estimates to remain valid. $ 3.1.28 Cash Flow Report The Construction Manager shall integrate the Control Estimate and the Construction Manager’s Construction Schedule using the WBS, and periodically prepare, update, and distribute a Cash Flow Report that results &om such integration. The frequency of issuance of such Cash Flow Reports shall be acceptable to the Owner and Architect. $ 3.1.29 Preconstruction Phase Change Report The Construction Manager shall prepare and distribute Preconstrhction Phase Change Reports weekly that shall list all Owner-approved Change Orders; all pending Change Order Requests; all pending Proposal Requests as of the date of the report; and shall state the actual effect of such Change Orders, including the potential effect of such pending Change Order Requests and pending Proposal Requests on the Control Estimate and the Construction Manager’s Construction Schedule S 3.2 Guaranteed Maximum Price Proposal S 3.2.1 At a time to be mutually agreed upon by the Owner and the Construction Manager, the Construction Manager shallprepare propose conversion of the most recently approved Control Estimate to a Guaranteed Maximum Price proposal for the Owner’s and Architect’s review, and the Owner’s acceptance. The Guaranteed Maximum Price in the proposal shall be the sum of the Construction Manager’s estimate of the Cost of the Work, the Construction Manager’s contingency described in Section 3.2.4, and the Construction Manager’s Fee described in Section 6.1.2. $ 3.2.1 .1 Alternatively, during the Preconstruction Phase, but not later than sixty (60) days prior to the date the Work isscheduled to begin being advertised for bids, the Owner, at its sole option, may request the Construction Manager toestablish a Guaranteed Maximum Price for the Work. The Guaranteed Maximum Price shall be documented by the Construction Manager as defined in Section 3.2.3 and, once established the Guaranteed Maximum Price shall be subject to modification only as defined in this Agreement. S 3.2.1 .2 The Guaranteed Maximum Price shall be submitted by the Construction Manager in response to Section 3.2.1.1 above to the Owner and Architect not more than thirty (30) days after receipt by the Construction Manager of the Owner’s request for the Guaranteed Maximum Price. Owner, at its sole option and discretion, may reject the Guaranteed Maximum Price proposal or any of them in the case of multiple proposals, or attempt to renegotiate the proposal with Construction Manager (with the right to cease negotiations at any time and reject the proposal). Construction Manager shall not withdraw its Guaranteed Maximum Price proposal and its proposal shall be irrevocable and open to acceptance by Owner for Ninety (90) days after Owner’s receipt of such. Owner’s rejection of Guaranteed Maximum Price proposal shall in no way entitle Construction Manager to make any claim for compensation or damages due to such rejection, all of which claims are hereby waived and released. S 3.2.2 To the extent that the Contract Documents are anticipated to require further development, the Guaranteed Maximum Price includes the costs attributable to such further development consistent with the Contract Documents and reasonably inferable therehom. Such fUrther development does not include changes in scope, systems, kinds and quality of materials, finishes, or equipment, all of which, if required, shall be incorporated by Change Order. S 3.2.3 The Construction Manager shall include with the Guaranteed Maximum Price proposal a written statement of its basis, which shall must include the following: .1 A list of the Drawings and Specifications, including all Addenda thereto, and the Conditions of theContract .2 A list of the clarifications and assumptions made by the Construction Manager in the preparation of the Guaranteed Maximum Price proposal, including assumptions under Section 3.2.2; Init. / AIA Document A133’- - 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” "AIA," the AIA Logo, and “AI A Contract Documents” are registered trademarks and may not be used without permission. This document was produced IRby AIA software at 17:03:10 ET on 06/10/2022 under Order No.21 14332942 which expires on 06/09/2023, is not for resale, is licensed for one-time use only, and ' wmay only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org.User Notes: p052348272) DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDIDF .3 A statement of the proposed Guaranteed Maximum Price, including a statement of the estimated Cost of the Work organized by trade categories or systems, including allowances; the Construction Manager’s contingency set forth in Section 3.2.4; and the Construction Manager’s Fee; The anticipated date of Substantial Completion and Construction Manager’s Project Schedule upon whichthe proposed Guaranteed Maximum Price is based; and A date by which the Owner must accept the Guaranteed Maximum Price.Price; Documentation and detail supporting the Cost of the Work (e.g. detailed quantities, unit costs, quotations,Subcontractors proposals, etc.); A separate listing of any previously agreed upon Allowances and their basis; and A detailed listing of the further information required from the Owner and Architect and their requiredissuance dates upon which the date of Substantial Completion is based. .4 5 .6 .7 .8 S 3.2.4 in preparing the Construction Manager’s Guaranteed Maximum Price proposal, the Construction Manager shall include a contingency ("Construction Manager’s Contingency") for the Construction Manager’s exclusive use to coverthose costs that are included in the Guaranteed Maximum Price but not otherwise allocated to another line item or included in a Change Order. § 3.2.4.1 The Construction Manager shall also include a separate line item in the Guaranteed Maximum Price for eachcontingency specified in Section 7.7.8 of this Agreement, labeled to match their respective uses shown in that Section. S 3.2.5 The Construction Manager shall meet with the Owner and Architect to review the Guaranteed Maximum Priceproposal. In the event that the Owner or Architect discover any inconsistencies or inaccuracies in the information presented, they shall promptly notify the Construction Manager, who shall make appropriate adjustments to theGuaranteed Maximum Price proposal, its basis, or both. $ 3.2.6 if the Owner notifies the Construction Manager that the Owner has accepted the Guaranteed Maximum Price proposal in writing before the date specified in the Guaranteed Maximum Price proposal, the Guaranteed Maximum Price proposal shall be deemed effective without further acceptance from the Construction Manager. Following acceptance of a Guaranteed Maximum Price, the Owner and Construction Manager shall execute the Guaranteed Maximum Price Amendment amending this Agreement, a copy of which the Owner shall provide to the Architect. The Guaranteed Maximum Price Amendment shall set forth the agreed upon Guaranteed Maximum Price with the information and assumptions upon which it is based. $ 3.2.6.1 in the event the Owner does not accept the Construction Manager’s Guaranteed Maximum Price proposal andelects not to go forward with either the Construction Manager, the Work or both, the Construction Manager shall bereimbursed in accordance with Section 13.1.4 herein S 3.2.7 The Construction Manager shall not incur any cost to be reimbursed as part of the Cost of the Work prior to the execution of the Guaranteed Maximum Price Amendment, unless the Owner provides prior written authorization for suchcosts $ 3.2.8 The Owner shall authorize preparation of revisions to the Contract Documents that incorporate the agreed-upon assumptions and clarifications contained in the Guaranteed Maximum Price Amendment. The Owner shall promptly furnish such revised Contract Documents to the Construction Manager. The Construction Manager shall notify the Ownerand Architect of any inconsistencies between the agreed-upon assumptions and clarifications contained in Exhibit "A,"the Guaranteed Maximum Price Amendment and the revised Contract Documents. S 3.2.9 The Construction Manager shall include in the Guaranteed Maximum Price all sales, consumer, use and similar the Guaranteed bClaximum Price Amendment is executed.any taxes from which the Owner is Exempt by virtue of its status as governmental entity. In the event that the Construction Manager is required to pay or bear the burden of any new federal, state, or local tax, or if any rate increase of an existinR tax (except tax on net profits), as a result of an statute, court decision, written ruling, or regulation takes effect after the contract date, the Guaranteed Maximum Price shall be increased by the amount of the new tax, or tax increase. Init. / AIA Document A133’- -. 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The -American Institute ofArchitects,” “AIA,” the AIA Logo, and -AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced inby AIA software at 17:03:10 ET on 06/1 0/2022 under Order No.2114332942 which expires on 06/09/2023, is not for resale, is licensed for one-time use only, and ' vmay only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations. e-mail copyright@aia.org,User Notes: W52:H8272) DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDIDF § 3.2.10 in determining the proposed Guaranteed Maximum Price and proposed Contract Time, the Construction Manager shall take into account the level of completeness of the proposed Contract Documents and exercise the best skill and efforts of the Construction Manager to make: . 1 appropriate judgments and inferences in connection with the requirements of such documents; .2 such site visits and investigations of existing and observable conditions necessary to allow therefore; .3 all inquires of the Architect and Owner necessary to clarify the documents; and .4 appropriate judgments and inferences in connection with the requirements of such documents to calculate and firmly establish both the proposed Contract Sum shown in the proposed Guaranteed Maximum Price and the proposed Contract Time represented in the updated and proposed Construction Manager’s ConstructionSchedule $ 3.2.11 Construction Manager warrants, represents, covenants, and agrees that all of the services to be performed by Construction Manager under or pursuant to this Agreement (including submission of the proposed Guaranteed Maximum Price and proposed Contract Time) shall be of the standard and quality which prevail among similar businesses and organizations of superior knowledge and skill engaged in providing similar services in major United States urban areas under the same or similar circumstances and involving a project such as the Project. S 3.3 Construction PhaseS 3.3.1 General S 3.3.1.1 For purposes of Section 8.1.2 of A20 l–2017, the date of commencement of the Work shall mean means the dateof commencement of the Construction Phase. $ 3.3.1 .2 The Construction Phase shall commence commences upon the Owner’s execution of the Guaranteed Maximum Price Amendment or, prior to acceptance of the Guaranteed Maximum Price proposal, by written agreement of the parties. The written agreement shall set forth a description of the Work to be performed by the Construction Manager, and anyinsurance and bond requirements for Work performed prior to execution of the Guaranteed Maximum Price Amendment. $ 3.3.2 Administration S 3.3.2.1 The Construction Manager shall schedule and conduct meetings to discuss such matters as procedures, progress,coordination, scheduling, and status of the Work. The Construction Manager shall prepare and promptly distributeminutes of the meetings to the Owner and Architect. S 3.3.2.2 Upon the execution of t&Exhibit "A’' – Guaranteed Maximum Price Amendment, the Construction Manager shall prepare and submit to the Owner and Architect a construction schedule for the Work and a detailed submittalschedule in accordance with Section 3.10 of A20 l–2017. S 3.3.2.3 Monthly Report The Construction Manager shall record the progress of the Project. On a monthly basis, or otherwise as agreed to by the Owner, the Construction Manager shall submit written progress reports to the Owner and Architect, showing percentages of completion and other information required by the Owner. 53.3.2.4 Daily Logs The Construction Manager shall keep, and make available to the Owner and Architect, a daily log containing a record for each day of weather, portions of the Work in progress, number of workers on site, identification of equipment on site, problems that might affect progress of the work, accidents, injuries, and other information required by the Owner. Thecomplete log shall be made readily available to the Owner and Architect. S 3.3.2.5 Cost Control InnIn conformance with the Construction Management Plan, the Construction Manager shall develop a system of cost control for the Work, including regular monitoring of actual costs for activities in progress and estimates for uncompleted tasks and proposed changes. tasks, tracking the status and potential cost and time impacts of pending Proposal Requests, Change Order Requests, and cost and time impact of Change Orders, and Construction Change Directives.. The Construction Manager shall identify variances between actual and estimated costs and report the variances to the Owner Init. / AIA Document A133’- - 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute ofArchitects,” "AIA," the AIA Logo, and -AI A Contract Documents” are registered trademarks and may not be used without permission. This document was produced 47by AIA software at 17:03:10 ET on 06/10/2022 under Order No.21 14332942 which expires on 06/09/2023, is not for resale, is licensed for one-time use only, and ' 1may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.orgUser Notes: W52348272) DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDI DF and Architect, and shall provide this information in its monthly reports to the Owner and Architect, in accordance withSection 3.3.2.3 above. $ 3.4 The Construction Manager shall provide and maintain a management team on the site to provide, without limitation, sufficient contract administration to meet its obligations under this Agreement and shall establish and implementcoordination and communication procedures among the Owner, Construction Manager, Architect and Subcontractors, all in accordance with the Construction Management Plan and its Information Management Plan. $ 3.5 in accordance with the Construction Management Plan and its Information Management Plan, the ConstructionManager shall establish and implement procedures for expediting and processing, without limitation, requests for information, shop drawings, material and equipment sample submittals, Construction Manager’s Project Schedule adjustments, Proposal Requests, Change Order Requests, Change Orders, Construction Change Directives, substitutes, payment requests, and the maintenance of logs. The Construction Manager shall be the party to whom requests for information, submittals, Subcontractor schedule adjustment, requests, substitution requests, Proposal Requests, ChangeOrder Requests, Change Orders, Construction Change Directives, and payment requests shall be submitted. $ 3.6 Project Personnel .1 The Construction Manager shall fbmish only skilled and properly trained staff for the performance of the Work.The key members of the Construction ManaRer’s staff shall be persons agreed upon with the and identified in Exhibit "F" – Key Personnel, which is attached hereto and incorporated herein for all purposes. .2 Such key members of the Construction Manager’s staff shall not be changed without the written consent of theOwner, unless such person becomes unable to perform any required duties due to death, disability, or termination of employment with the Construction Manager. If a key member is no longer capable ofperforming in the capacity described in Exhibit "F" – Key Personnel, the Owner and Construction shall agree on a mutually acceptable substitute. .3 During the performance of the Work, the Construction Manager shall keep a competent superintendent at theProject site, who is fully authorized to act on behalf of the Construction Manager. Notice from the or the Architect to such superintendent, in connection with defective work, instructions for of the Work, or any and all other issues shall be considered notice of such issues to the Manager. $ 3.7 Project Site Meetings Periodically the Construction Manager shall conduct meetings at the site with each Subcontractor and the Construction Manager shall conduct coordination meetings with all Subcontractors and the Architect. The Construction Manager shallrecord, transcribe and promptly distribute minutes to all attendees, the Owner, and the Architect, after the Construction Manager has allowed the Architect two (2) business days for review and edit of such minutes. Such Architect’s edits shall be incorporated into the minutes by the Construction Manager unless demonstrably inaccurate or misleading. $ 3.8 Observation, Coordination of Other Independent ConsultantsTechnical inspection and testing provided by the Architect or Owner’s other consultants shall be coordinated by the Construction Manager. The Construction Manager shall be provided a copy of all inspection and testing reports,preferably on the day the results of the inspection or test are available. The Owner shall provide or contract for the construction materials engineering, testing, and inspection services and the verification testing services necessary foracceptance of the Work by the Owner. The Construction Manager is not responsible for providing, nor does theConstruction Manager control the actual performance of technical inspection and testing. The Construction Manager is performing a coordination function and is not acting in a manner so as to assume responsibility or liability, in whole or inpart, for all or any part of such inspection and testing performed by the Architect, Owner, or the Owner’s otherconsultants $ 3.9 Review and Incorporation of Time Extension Requests The Construction Manager shall, prior to the issuance of a Change Order Request to the Owner and Architect, determine, dijjgently validate, and negotiate on behalf of the Owner the least proposed effect of time extensions requested by the Subcontractor on the Construction Manager’s Project Schedule. If such ChanRe Order Request is approved by Change Order, the Construction Manager shall verify that the Work and any adjustment of time required by such approval has been promptly incorporated into the Construction ManaRer’s Project Schedule and that of the affected Subcontractor(s). Init.AIA Document A133’- -. 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The -American Institute ofArchitects,” "AIA.” the AIA Logo, and “AIA Contract Documents- are registered trademarks and may not be used without permission. This document was produced 4 a by AIA software at 17:03:10 ET on 06/1 0/2022 under Order No.2114332942 which expires on 06/09/2023, is not for resale, is licensed for one-time use only, and ' vmay only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org.User Notes: W52:H8272) DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDI DF $ 3.10 Construction Manager’s Project ScheduleThe Construction Manager shall adjust and update the Construction Manager’s Project Schedule frequently and distribute updated copies not less than monthly to the Owner and Architect for review, and subject to such review, for the Owner’s approval. All adjustments to the Construction Manager’s Project Schedule shall be made for the benefit of the Owner. $ 3.11 Subcontractor’s Construction Schedule The Construction Manager shall review each Subcontractor’s Construction Schedule and shall verify that the schedule is prepared in accordance with the Construction Management Plan, its WBS, as well as the requirements of the ContractDocuments and that its established completion dates comply with the requirements of the Construction Manager. $ 3.12 Construction Schedule ReportThe Construction Manager shall review the progress of construction of each Subcontractor on a weekly basis, shall evaluate the percentage complete of each construction activity as indicated in the Subcontractor’s Construction Schedule and shall review such percentages with the Subcontractor. This evaluation shall serve as data for input to the periodicConstruction Schedule Report that shall be prepared and distributed to the Subcontractor, Owner and Architect. The Construction Schedule Report shall indicate the actual progress compared to scheduled progress and shall serve as the basis for the progress payments to the Construction Manager. The Construction Manager shall determine and implementalternative courses of action that may be necessary to achieve schedule and other contract compliance by theSubcontractor $ 3.13 Recovery SchedulesThe Owner or Architect may require the Construction Manager, and the Construction Manager shall require theSubcontractor to prepare and submit a Recovery Schedule satisfactory to the Construction Manager when it is apparent or appears likely the Construction Manager or Subcontractor(s) will fail to meet important milestones as specified in the Construction Management Plan. $ 3.14 Schedule of Values (Each Contract)TIle Construction Manager shall, with participation of the Subcontractors, determine a Schedule of Values for each of theconstruction trade subcontracts. The Schedule of Values shall comply with the WBS and shall be the basis for the allocation of the contract price to the activities shown in the Subcontractor’s Construction Schedule. $ 3.15 Allocation of Costs to Subcontractor’s Construction ScheduleThe Subcontractor’s Construction Schedule shall have the total contract price allocated among the Subcontractor’s scheduled activities so that each of the Subcontractors activities shall be given its approximate cost and the sum of the costs of the activities shall equal the total contract price. The Construction Manager shall review the contract price allocations, first with the Subcontractors and verify they are made in accordance with the WBS and the requirements of the Contract Documents. After such verification, the allocations shall be included in the Construction Manager’s cashflow report and Construction Manager’s Project Schedule and submitted to the Construction Manager for review and approval. q 3.16 Cost RecordsIn instances where a Construction Change Directive is issued, the Construction Manager shall, in addition to the requirements of Section 3.24, require each affected Subcontractor to keep separate records of the cost of payroll, materialsand equipment expended on such Work, and the keep separate records of the amount of payments to Sub-subcontractors incurred by the Subcontractor in performing the Work. $ 3.17 Progress Payments (Construction Manager)In consultation with the Owner and Architect, the Construction Manager shall review the payment applications submitted by each Subcontractor and determine whether the amount requested reflects the progress of the Subcontractor’s work. The Construction Manager shall make appropriate adjustments to each payment application and shall prepare and forward tothe Owner. through the Architect, a Progress Payment Report. Each Progress Payment Report shall state the total contract price, payments to date, current payment requested, retainage and actual amounts owed for the current period. Included inthis report shall be an Application for Payment that shall be prepared in accordance to the Contract Documents, signed by the Construction Manager and delivered to the Owner through the Architect. The Construction Manager acknowledges it is holding payments due to Subcontractors in trust, and shall make payments to all Subcontractors, suppliers and vendorsas specified in the Contract Documents, and in all cases within ten (10) days following receipt of payment for such Work from the Owner unless allowed to withhold those payments based upon Subcontract provisions or as otherwise allowed by Init.AIA Document A133n - 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute ofArchitects.” "AIA,” the AIA Logo, and -AI A Contract Documents” are registered trademarks and may not be used without permission. This document was produced laby AIA software at 17:03:10 ET on 06/1 0/2022 under Order No.2114332942 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: W52:H8272) DocuSign Envelope ID: 7654A09C-FBDB-+37F-B540-D49C6F2BDIDF law. Such withholding of payment(s) to any Subcontractor shall be notified to the Owner in advance and in writing. Receipt by the Construction Manager of payment from the Owner is required before the Construction Manager is requiredto make payment to a Subcontractor. In addition, the Construction Manager shall keep the Work and the site on which work is performed free and clear of all liens and claims from its Subcontractors, Sub-subcontractors, suppliers, andvendors as further described in A201 – 2017, General Conditions. Appropriate statutory conditional and unconditional waivers and releases of lien shall be required for all progress payments and final payments to the Subcontractors, Sub-subcontractors, suppliers, and vendors. $ 3.18 Cash Flow Reports The Construction Manager shall prepare, update and distribute Cash Flow Reports monthly during the Construction Phase to the Owner and the Architect. The Reports shall specify actual cash flow as compared to previously projected cash flow in the level of detail agreed to in the Construction Management Plan. $ 3.19 Proqress Payment Reports (Each Subcontract) The Construction Manager shall prepare and distribute the appropriate section of the Progress Payment Reports to each affected Subcontractor for their information. This section of the report shall be identical to that provided to the Owner, and shall state the total Subcontract price, payment to date, current payment requested, retainage, and actual amounts owed to that Subcontractor for that period. $ 3.20 Construction Manager’s Safety Program Report In accordance with the Safety and Logistics Plan, the Construction Manager shall review the safety programs of each Subcontractor as required by the Contract Documents and coordinate the safety programs for the Project, as well as report all near-misses and safety incidents occurring on site to the Owner and Architect in writing within thirty (30) minutes of the first discovery by the Construction Manager of their occurrence. Construction Manager is solely responsible for all safety precautions and programs in connection with the Work. $ 3.21 Quality Review The Construction Manager shall establish and implement a Quality Management, Commissioning and Turnover Plan to, among other things, monitor the quality of the Work. One of the purposes of the program shall be to guard the Owneragainst defects and deficiency in the Work of the Subcontractor(s). The Construction Manager shall reject work and transmit to the Subcontractor a notice ofnonconforminR Work when it is the opinion of the Construction Manager that the Work does not conform to the requirements of the Contract Documents. Except for minor variations as stated herein, theConstnrction Manager is not authorized as part of this service to change, evoke, enlarge, relax, alter, or release any requirement of the Contract Documents or to approve or accept any portion of the Work not performed in accordance withthe Contract Documents $ 3.22 Record Documents The Construction ManaRer shall coordinate and expedite submittals of information from the Subcontractors for record drawings and specification preparations and shall coordinate and expedite the transmittal of Record Documents to the Owner as required by the Contract Documents. q 3.23 Operation and Maintenance MaterialsThe Construction ManaRer shall receive and carefully review all operation and maintenance manuals, warranties and guarantees for materials and equipment installed in the Project Subcontractors, suppliers and manufacturers, as required by the Contract Documents. The Construction ManaRer shall approve those in compliance with the Contract Documents, and promptly reject in writing those not acceptable. $ 3.24 Organize and Index Operations and Maintenance MaterialsPrior to final completion of the Work, the Construction Manager shall compile the approved editions of theSubcontractor’s, Supplier’s, and manufacturer’s operations and maintenance manuals, warranties, and guarantees, prepare electronically accessible records of, and bind hard copies of, such documents in an organized manner. $ 3.25 Occupancy PermitThe Construction Manager shall assist the Owner in obtaining Occupancy Permits, both a Temporary and a Final, by, without limitation, coordinating the appropriate governmental officials during inspections of the Work; preparing and submitting documentation to governmental agencies; coordinating final testing and distributing results of such testing;and other activities necessary to obtain such Occupancy Permits. Init AIA Document A133'- - 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved . The -American Institute of Architects,” "AIA,- the AIA Logo, and -AI A Contract Documents- are registered trademarks and may not be used without permission. This document was produced a Aby AIA software at 17:03:10 ET on 06/10/2022 under Order No.21 14332942 which expires on 06/09/2023, is not for resale, is licensed for one-time use only, and uvmay only be used in accordance with the AIA Contract Dacuments® Terms of Service. To report copyright violations, e-mail copyright@aia.org,User Notw W52:Y8272) DocuSign Envelope ID: 7681A09C-FBDBz137F-B540-D49C6F2BDI DF $ 3.26 Occupancy Plan In accordance with the Contract Documents, if called for as part of the Project requirements, the Construction Manager shall assist the Owner in the preparation and implementation of a detailed Occupancy Plan for the Owner and the Project.This Occupancy Plan will graphically show the sequencing of Owner’s occupancy of the facility by area, with dates, access points, and parking allocations acceptable to both the Owner and Construction Manager. ARTICLE 4 OWNER’S RESPONSIBILITIES S 4.1 Information and Services Required of the Owner S 4.1.1 The Owner shall provide information with reasonable promptness, regarding requirements for and limitations onthe Project, including a written program which shall set forth the Owner’s objectives, constraints, and criteria, including schedule, space requirements and relationships, flexibility and expandability, special equipment, systems, sustainability and site requirements. S 4.1 .2 Prior to the execution of Exhibit "A," the Guaranteed Maximum Price Amendment, the Construction Manager may request in writing that the Owner provide reasonable evidence that the Owner has made financial arrangements to fulfill the Owner’s obligations under the Contract. After execution of the Guaranteed Maximum Price Amendment, the Construction Manager may request such information as set forth in A201-2017 Section 2.2. S 4.1 .3 The Owner shall establish and periodically update the Owner’s budget for the Project, including (1) the budget forthe Cost of the Work as defined in Article 7, (2) the Owner’s other costs, and (3) reasonable contingencies related to all of these costs. If the Owner significantly increases or decreases the Owner’s budget for the Cost of the Work, the Owner shall notify the Construction Manager and Architect. The Owner and the Architect, in consultation with the Construction Manager, shall thereafter agree to a corresponding change in the Project’s scope and quality. $ 4.1 .4 Structural and Environmental Tests, Surveys and Reports. During the Preconstruction Phase, the Owner shall furnish the following information or services with reasonable promptness. The Owner shall also furnish any other information or services under the Owner’s control and relevant to the Construction Manager’s performance of the Work with reasonable promptness after receiving the Construction Manager’s written request for such information or services. The Construction Manager shall be entitled to rely on the accuracy of information and services furnished by the Owner but shall carefully scrutinize such information for consistency with other information about the Work and exercise properprecautions relating to the safe performance of the Work. S 4.1 .4.1 The Owner shall furnish tests, inspections, and reports, required by law and as otherwise agreed to by the parties, such as structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous materials. S 4.1 .4.2 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for thesite of the Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; designated wetlands;adjacent drainage; rights-of-way, restrictions, easements, encroachment$ zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and other necessary data with respect to existing buildings, other improvementsand trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a Project benchmark. S 4.1 .4.3 The Owner, when such services are Work, shall furnish services of geotechnical engineers, which may include test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, seismic evaluation, ground corrosion tests and resistivity tests, including necessary operations for anticipating subsoil conditions, with written reports and appropriaterecommendations. requested, reasonabjy requested by Construction Manager to perform the r information under the S 4.1 .5 During the Construction Phase, the Owner shall furnish information or services required of the Owner by theContract Documents with reasonable promptness. The Owner shall also furnish after receiving the Construction Manager’s written request for such information Owner’s control when (1) such services are reasonably required by the scope of the Work; (2) are scheduled by the Construction Manager in the approved Construction Manager’s Project Schedule; (3) and requested by the Construction Manager in writing reasonably in advance of the date required by the Construction Manager to allow the Owner to begin Init. / AIA Document A1 33’- - 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute ofArchitects,” -AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced 94by AIA software at 17:03:10 ET on 06/10/2022 under Order No.2114332942 which expires on 06/09/2023, is not for resale. is licensed for onetime use only, and n 'may only be used in accordance with the AIA Contract Documentso Terms of Service. To report copyright violations, e-mail copyright@aia.org.User Notes: W52348272) DocuSign Envelope ID: 7654A09C.FBDB437F-B540-D49C6F2BDI DF procurement of the requested consultant(s), and such consultant(s) to complete the requested services in the normal course of the consultant(s)’ business. this Aareoment.Omitted. $ 4.2 Owner’s Designated Representative The Owner shall identify a representative authorized to act on behalf of the Owner with respect to the Project. The Owner’s representative shall render decisions promptly and furnish information expeditiously, so as to avoid unreasonable delay in the services or Work of the Construction Manager. Except as otherwise provided in Section 4.2.1 ofA201–2017, the Architect does not have such authority. The term "Owner" means the Owner or the Owner’s authorized representatrve. S 4.2.1 Legal Requirements. The Owner shall furnish all legal, insurance and accounting services, including auditing services, insurance, accounting, auditing services, testing services, and inspection services required by statute that may be reasonably necessary at any time for the Project to meet the Owner’s needs and interests. S 4.3 Architect The Owner shall retain an Architect to provide services, duties and responsibilities as described in AIA Document Prcconstruction and Construction Phase services under this Agreoment. normally and customarily provided on projects of similar size and quality. The Owner shall provide the Construction Manager with a copy of the scope of services in the executed agreement between the Owner and the Architect, and any further modifications to the Architect’s scope of services in the agreement. ARTICLE 5 COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES S 5.1 Compensation S 5.1.1 For the Construction Manager’s Preconstruction Phase services described in Sections 3.1 and 3.2, the Owner shall compensate the Construction Manager as follows: (Insert amount of, or basis for, compensation and include a list ofreimbursable cost items, as applicable.) I Twenty-five thousand dollars (825,000) Manager’s Consultants and Subcontractors, if any, are set forth below.Omitted. (if applicable, attach an CIhibit of hourly billing rates or insert them belay.) I Not Applicable Individual or Position Rate execute a Modification.Omitted. S 5.1.3 if the Preconstruction Phase services covered by this Agreement have not been completed within twelve ( 12 ) months of the date of this Agreement, through no fault of the Construction Manager, the Construction Manager’s compensation for Preconstruction Phase services shall be equitably adjusted. S 5.2 Payments S 5.2.1 Unless otherwise agreed, payments for services shall be made monthly in proportion to services performed. Init. / AIA Document A133- - 2019. Copyright © 1991 , 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The -American Institute ofArchitects,” “AIA,- the AIA Logo, and -AIA Contract Documents- are registered trademarks and may not be used without permission. This document was produced by AIA software at 17:03:10 ET on 06/1 0/2022 under Order No.2114332942 which expires on 06/09/2023, is not for resale, is licensed for one-time use onIY, andmay only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.orgUser Notes: p052348272) 22 DocuSign Envelope ID: 76WIA09C-FBDBJ+37F-B540-D49C6F2BDIDF S 5.2.2 Payments are due and payable upon presentation of the Construction Manager’s invoice. Amounts unpaid ( ) days after the invoice invoice. Amounts unpaid shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Construction Manager. (Insert rate of monthly or annual interest agreed upon.) date within thirty (30) days of the date th lction Manager’s aDDrovable '36 allowed by Texas Government Code Ch. 2251. ARTICLE 6 COMPENSATION FOR CONSTRUCTION PHASE SERVICESS 6.1 Contract Sum 56.1.1 The Owner shall pay the Construction Manager the Contract Sum in current funds for the Construction Manager’s performance of the Contract after execution of the Guaranteed Maximum Price Amendment. The Contract Sum is the Cost of the Work as defined in Article 7 plus the Construction Manager’s Fee. S 6.1.2 Tbe Construction Manager’s Fee: (State a lump sum, percentage of Cost of the Work or other provision for determining the Construction Manager’s Fee.) As limited by the Guaranteed Maximum Price set forth in Section 6.2, the Construction Manager shall receive a basic fee (the "Construction Manager’s Fee") equal to three-point five percent (3.5%) of the Cost of Work, until acceptance of the final update to the Guaranteed Maximum Price, when it will be converted to and fixed as a lump sum. $ 6.1 .2.1 For changes in the Work, the rate of the Construction Manager’s Fee shall be adjusted at a rate of three-point five percent (3.5%), with the exception of an amount equal to the first two-point zero percent (2.0%) of the GMP (excludingOwner’s Contingency) in Change Orders, which shall include Zero percent (0%) Fee. $ 6.1.2.2 The Construction Manager’s Fee includes without limitation, all required off-site corporate management personnel; contract and trade contract negotiations; administration; accounting; information technology, software, hardware and related labor costs; off-site corporate office equipment, inRastructure and staff; and other corporate office requirements the Construction Manager may need for its operations or to complete the Work. Construction ManaRer shallnot charge any of said costs as Costs of Work. $ 6.1 .2.3 The Construction Manager’s Fee shall not be subject to reduction for decreases in the Cost of the Work for accepted Value Engineering Proposals, or deductive changes in the Work. If, however, an individual reduction in the scope of the Work is substantial and exceeds two-point zero percent (2.0%) of the GMP (excluding Owner’s Contingency) in value. the Construction Manager’s Base Fee shall be reduced by a sum equal to two-point zero percent(2.0%) of the amount in excess of that amount S 6.1 .3 The method of adjustment of the Construction Manager’s Fee for changes in the Work: Shall be as defined in the Contract Documents S 6.1 .4 Limitations, if any, on a Subcontractor’s overhead and profit for increases in the cost of its portion of the Work: Shall be as defined in the Contract Documents S 6.1.5 Rental rates for Construction Manager-owned equipment shall not exceed percent ( ?'a) of the standard rental ratepaid at the place of theGeneral Conditions.tes sho ltal Rat :her sIn 0 :017 S 6.1 .6 Liquidated damages, if any: (Insert terms and conditions for liquidated damages. if any.) Shall be as defined in Section 8.6 of the A201 – 2017. General Conditions $ 6.1.7 Other: (Insert provisions for bonus, cost savings or other incentives, if any, that might result in a change to the Contract Sum.) Init.AIA Document A133n - 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute ofArchitects.” “AIA,” the AIA Logo, and -AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced SQ by AIA software at 17:03:10 ET on 06/10/2022 under Order No.2114332942 which expires on 06/09/2023, is not for resale, is licensed for one-time use only, and AVmay only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.orgUser Notes: W52B18272) DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDIDF S 6.2 Guaranteed Maximum Price The Construction Manager guarantees that the Contract Sum shall not exceed the Guaranteed Maximum Price set forth inExhibit " A," the Guaranteed Maximum Price Amendment, subject to additions and deductions by Change Order as provided in the Contract Documents. Costs which would cause the Guaranteed Maximum Price to be exceeded shall be paid by the Construction Manager without reimbursement by the Owner. Not Applicable S 6.3 Changes in the Work S 6.3.1 The Owner may, without invalidating the Contract, order changes in the Work within the general scope of theContract consisting of additions, deletions or other revisions. The Owner shall issue such changes in writing. The Construction Manager may be entitled to an equitable adjustment in the Contract Time Contract Time may be adjusted as a result of changes in the Work. Work as agreed upon in writing by the Owner. S 6.3.1 .1 The Architect may order minor changes in the Work as provided in Article 7 that do not affect cost or schedule as provided in Section 7.4 of AIA Document A20 l–2017, General Conditions of the Contract for Construction. 66.3.2 Adjustments to the Guaranteed Maximum Price on account of changes in the Work subsequent to the execution of Exhibit " A," the Guaranteed Maximum Price Amendment may be determined by any of the methods listed in Article 7Section 7.2.2 of AIA Document A20 l–2017. General Conditions of the Contract for Construction. S 6.3.3 Adjustments to subcontracts awarded on the basis of a stipulated sum shall be determined in accordance with Article 7 ofA201–2017, as they refer to "cost" and "fee," and not by Articles 6 and 7 of this Agreement. Adjustments to subcontracts awarded with the Owner’s prior written consent on the basis of cost plus a fee shall be calculated inaccordance with the terms of those subcontracts. S 6.3.4 in calculating adjustments to the Guaranteed Maximum Price, the terms "cost" and "costs" as used in Article 7 ofAIA Document A201–2017 shall mean the Cost of the Work as defined in Article 7 of this Agreement and the term "fee" shall mean the Construction Manager’s Fee as defined in Section 6.1.2 of this Agreement. the Guaranteed hC[aximum Price shall be adjusted accordingly..Omitted. $ 6,4 Chanqe Order Control In accordance with the Construction Management Plan. the Construction Manager shall establish and implement a Change Order control system. S 6.4.1 After first consulting with the party initiating a request for a change in the Work, and collating the initialinformation necessary to issue such request, the Architect shall provide the Construction Manager with a general written description of the proposed change, together with any technical information and drawings prepared by the Architect which further detail the impact to the scope of the Work (a "Proposal Request"). The Construction ManaRer will promptly acknowledge receipt of the Proposal Request, the sufficiency of the information provided, and the date it will respond; or promptly and specifically request, in detail, the missing information necessary to prepare a response. $ 6.4.2 The Construction Manager shall send the Proposal Request to the affected Subcontractor(s). In response to the request for a proposal, the Subcontractor(s) shall submit to the Construction Manager for evaluation detailed informationconcerning the costs and time adjustments, if any, necessary to perform the proposed change in Work, including without limitation the request’s impact on the quantities and unit costs of Subcontractor(s)’ previously contracted portion of timeWork, if any. The Construction Manager shall discuss the proposed change with the Subcontractor(s) and endeavor to determine the Subcontractor(s)’ basis for the proposed cost and time to perform the work, and the effect thereof, if any, on the Guaranteed Maximum Price and Construction Manager’s Project Schedule. Init.AIA Document A133’- - 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,- "AIA,- the AIA Logo, and -AIA Contract Documents- are registered trademarks and may not be used without permission. This docur[lent was produced 24by AIA software at 17:03:10 ET on 06/10/2022 under Order No.2114332942 which expires on 06/09/2023, is not for resale, is licensed for one-time use only, and nTmay only be used in accordance with the AIA Contract Documentso Terms of Service. To report copyright violations, e-mail copyright@aia.org.User Notes: PC)52348272) DocuSign Envelope ID: 7691A09C.FBDB=137F.B540-D49C6F2BDIDF S 6.4.3 The Construction Manager shall assemble, organize, review and validate all the information provided for any request for change to the Contract Time or Guaranteed Maximum Price submitted by Subcontractor(s); and after such analysis shall diligently and vigorously negotiate the best value on behalf of the Owner with each such Subcontractor. $ 6.4.4 in instances where the Construction Manager’s analysis supports the validity of the request, and the ConstructionManager’s negotiations with the Subcontractor have resulted in the Owner receiving good value, the Construction Manager shall prepare a detailed Change Order Request for the Owner’s and Architect’s review. Such Change Order Request shall include, without limitation deltas in quantities and unit costs from the Work included in the Guaranteed Maximum Price and impacts to specific scheduled activities in the most recently approved Construction Manager’sConstruction Schedule occasioned by the Proposal Request. $ 6.4.5 The Construction Manager shall carefully review the Change Order Request and its supporting detail with the Owner and Architect; and make recommendations to them for mitigating the cost and schedule impacts thereof to both the Construction Manager’s Work and the Owner’s Project. $ 6.4.6 The Construction Manager shall consult with the Architect to evaluate the merits and validate the appropriatenessof the Construction Manager’s Change Order Requests, and incorporate the Architect’s opinions into the ConstructionManager’s recommendations to the Owner. $ 6.4.7 The Construction Manager shall consult with the Owner prior to the Owner’s consideration of any Change OrderRequest. Following Owner acceptance, the Construction Manager shall prepare the Change Order documents for signature by the Constnrction Manager, Architect and Owner, in that order. ARTICLE 7 COST OF THE WORK FOR CONSTRUCTION PHASE S 7.1 Costs to Be Reimbursed S 7.1.1 The term Cost of the Work shall mean costs necessarily incurred by the Construction Manager in the properperformance of the Work. The Cost of the Work shall include only the items set forth in Sections 7.1 through 7.7. S 7.1 .2 Where, pursuant to the Contract Documents, any cost is subject to the Owner’s prior approval, the Construction Manager shall obtain such approval in writing prior to incurring the cost. $ 7.1 .3 Costs shall be at rates not higher than the standard rates competitive prices paid at the place of the Project, except with prior approval of the Owner. $ 7.2 Labor Costs employ of the Construction Manager are shown in Exhibit "E" – Construction Manager’s Soft Costs and Fee, in the performance of the Work at the rates set forth in Exhibit "H" - Customary and Usual Labor Rates. S 7.2.1.1 Pursuant to Chapter 2258, Texas Government Code, all contractors and any Subcontractor involved in the construction of a public work project shall pay not less than the prevailing rates as per diem wages in the locality at the time of construction to all laborers, workmen and mechanics employed by them in the execution of this contract. Construction Manager shall assure that these requirements are met for the Project and shall insure that every contract or subcontract relating to the Work requires, on behalf of Owner, that the prevailing wage rates be paid $ 7.2.1 .2 The Construction Manager shall be provided an applicable Department of Labor WaRe Rate Determination foruse on the Project required by Chapter 2258.022, Texas Government Code. In the event the Owner does not provide this Labor WaRe Rate Determination, the Construction Manager shall request it in writing in a timely manner, so as not to delay the Construction Manager’s initial subcontractor procurement process during preconstruction. The ConstructionManager shall, if requested by the Owner, assist the Owner in conducting a survey of the wages paid, by labor class, on projects of a similar type in a similar location. S 7.2.2 Wages or salaries of the Construction Manager’s supervisory and administrative personnel when stationed at thesite and performing Work, with the Owner’s prior approval. Init. / AIA Document A133’- - 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute ofArchitects,- “AIA,- the AIA Logo, and “AI A Contract Documents- are registered trademarks and may not be used without permission. This document was produced ORby AIA software at 17:03:10 ET on 06/10/2022 under Order No.2114332942 which expires on 06/09/2023, is not for resale, is licensed for one-time use only, and uvmay only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aCMUser Notes: p052348272) DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDIDF the personnel and activities listed below': Charges for Construction Manager’s personnel, when stationed at the field office and engaged exclusively in the performance of the Work, or other personnel as Construction Manager and Owner may mutually agree, as provided andset forth in Exhibit "H" - Customary and Usual Labor Rates. I N/A $ 7.2.3 Wages and salaries of the Construction Manager’s supervisory or administrative personnel engaged at factories, workshops or while traveling, in expediting the production or transportation of materials or equipment required for theWork, but only for that portion of their time required for the Work. S 7.2.4 Costs paid or incurred by the Construction Manager, as required by law or collective bargaining agreements, fortaxes, insurance, contributions, assessments and benefits and, for personnel not covered by collective bargaining agreements, customary benefits such as sick leave, medical and health benefits, holidays, vacations and pensions, but not merit bonuses or profit-sharing provided such costs are based on wages and salaries included in the Cost of the Work under Sections 7.2.1 through 7.2.3. Charges for such costs shall not exceed the Construction Manager’s actual cost and, as a result, when computing amounts chargeable for such costs Construction Manager shall give proper consideration towhat portion of such charges are solely attributable to the Work and the effect of any annual or other periodic limitations on any such charges. Exhibit "H – Customary and Usual Labor Rates shall remain unchanged throughout the duration of this Agreement, unless the parties execute a Modification. $ 7.2.6 Notwithstanding Exhibit "H" – Customary and Usual Rates to be used by the Construction Manager for progress billings, the Owner shall have the right to audit the Construction Manager’s actual labor costs, burdens, and related expenditures before final payment, and adjust the Owner’s payment to the ConstIUction Manager for variations found accordingly $ 7.3 Subcontract Costs Payments made by the Construction Manager to Subcontractors in accordance with the requirements of the subcontracts a#properly entered into this Agreement. S 7.4 Costs of Materials and Equipment Incorporated in the Completed Construction S 7.4.1 Costs, including transportation and storage at the site, temporary storage and transportation of materials and equipment incorporated, or to be incorporated, in the completed construction. S 7.4.2 Costs of materials described in the preceding Section 7.4.1 in excess of those actually installed to allow for reasonable waste and but required to provide allowance for waste and for spoilage. Unused excess materials, if any, shallbeeome€hbOwneF9 the Owner at the completion of the Work or, at the Owner’s option, shall be sold by the Construction Manager. Anyamounts realized from such sales shall be credited to the Owner as a deduction from the Cost of the Work. Construction Manager shall use its best efforts and judgment to avoid purchasing excess materials without the prior approval of theOwner $ 7.5 Costs of Other Materials and Equipment, Temporary Facilities and Related Items provided by the Construction Manager at the site materials, supplies, equipment, temporary facilities and hand tools (not owned by the workers) consumed in the Init. / AIA Document A133n - 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The -American Institute of Architects," "AIA,- the AIA Logo, and -AIA Contract Documents- are registered trademarks and may not be ysed without per Ini:sion. This docurpent was produced 26by AIA software at 17:03:10 ET on 06/10/2022 under Order No.2114332942 which expires on 06/09/2023, is not for resale, is licensed for one-time use only, and nwmay only be used in accordance with the AIA Contract Documents® Terms of Service, To report copyright violations, e-mail copyright@aia.orgUser Notes: P052348272) DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDIDF mean fair market value. Any such items used but not consumed, which were paid for by the Owner, shall become property of the Owner and shall be delivered to the Owner upon completion of the Work in accordance with instructions furnished by the Owner. If the Owner elects, however, the Construction Manager shall purchase any items from the Owner at a purchase price equal to the original cost charged to the Owner, less the reduction in fair market value resulting directly from any use of such item in connection with the Work or such other price which is mutually acceptable for the Owner and the Construction Manager. Upon demand by the Owner, the Construction Manager shall furnish the Owner with any information and documentation necessary to verify the period of time for which items were used in connection with theWork sarl/ machinenr and of hand too whether rented from the Construction Manager or others, including installation, minor repairs and replacements, dismantling, removal, transportation and delivery costs thereof. Such rental charges shall not exceed the amount set forth in Exhibit "I" – Rental Rates, attached hereto and made part hereof. In the absence of any appropriate rental amount set forth in Exhibit "I" – Rental Rates, rental charges shall be consistent with those generally prevailing in the location of the Project. The Construction Manager shall obtain bids for all machinery and equipment to be rented from no less than three (3) responsible suppliers other than the Construction Manager itself, or an Affiliate as defined herein. The Owner shall, with the advice of the Construction Manager and Construction Manager, determine which bid is to be accepted. In noevent shall the Construction Manager be entitled to reimbursement for any cumulative total of rental charges in connection with any single piece of machinery or equipment in excess of sixty percent (60%) of its fair market value as of the date that such machinery or equipment is first put into service in connection with the Work. The Construction Manager shall pay any excess rental charges. Construction Manager shall disclose to the Owner and Construction Manager if any rental arrangements include a lease to purchase component as a result of which rental pawnents chargeable to Owner as costs are applied, in whole or in part, to Construction Manager’s acquisition of such rented equipment, in which event the rental rate otherwise provided for shall be reduced by fifty percent (50%). S 7.5.3 Costs of removal of debris from the site of the Work and its proper and legal disposal. S 7.5.4 Costs of the Construction Manager’s site office, including reproduction costs, electronic communications and data connections at the site, postal and parcel express delivery charges, documented petty cash expenses of the site office as well as general office equipment and supplies. $ 7.5.5 Costs of materials and equipment suitably stored off the site at a mutually acceptable location, subject to the On’nor’s prior approval.with the Owner’s prior approval, when stored and maintained in compliance with the ContractDocuments. 57.6 Miscellaneous Costs $ 7.6.1 Premiums for that portion of insurance and bonds required by the Contract and bond premiums that can be directly attributed to this Contract.and required by this Agreement, provided, however, that such costs shall not be included in the Cost of the Work for purposes of calculating the Construction Manager’s fee. Expenses shall be substantiated by documentation in form of substance satisfactory to Owner. t&That portion of ins with the Owner’o prior approval.Omitted. On'ner’s prior approval.Omitted. $ 7.6.2 Sales, use, or similar taxes, imposed by a governmental authority, Or#which are related to the Work and for whichthe Construction Manager is liable. S 7.6.3 Fees and assessments for the building permit, and for other permits, licenses, and inspections, for which theConsauction Manager is required by the Contract Documents to pay. Init.AIA Document A133n - 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute ofArchitects.” “AIA,- the AIA Logo, and “AI A Contract Documents” are registered trademarks and may not be used without permission. This document was producedby AIA software at 17:03:10 ET on 06/10/2022 under Order No.21 14332942 which expires on 06/09/2023, is not for resale, is licensed for one-time use only, andmay only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.orgUser Notes: W523+8272) 27 DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDIDF S 7.6.4 Fees of testing laboratories for tests required by the Contract Documents; except those related to defective or provisions of the Contract Documents, and which do not fall within the scope than that which payment is permitted under the Contract Documents. 67.6.5 Royalties and license fees paid for the use of a particular design, process, or product, required by the Contract Documents and provided such royalties, fees, and other costs are not excluded by the last sentence of Section 3.17 of AIA Document A201 – 2017 or other provisions of the Contract Documents. the site, with the Owner’s prior approval.Omitted. S 7.6.7 Costs of document reproductions and delivery charges. responsibility in the Contract Documents.Omitted. Owner’s prior approval.That portion of the reasonable expenses of the Construction Manager’s personnel incurred while traveling in discharge of duties connected with the Work, when in compliance with Section 7.2.2.1. incurred while traveling in discharge of duties connected with the Work.Omitted. S 7.6.12 The cost of travel more than 100 miles from the site by; and commercial lodging, rental housing and meals for theConstruction Manager’s supervisory personnel properly and reasonably incurred in the performance of the Work is "Travel and Subsistence". Travel and Subsistence incurred in accordance with the Construction ManaRer’s written personnel policy for actual and verifiable relocation and temporary living expenses of personnel required for the Work.in case it is necessanr to relocate such personnel from locations further than one hundred (100) miles from the site, when approved by the Owner in advance and in writing, and not in excess of the line item amount shown for this purpose in Exhibit "E" – Construction Manager’s Soft Cost & Fee S 7.7 Other Costs and Emergencies S 7.7.1 Other costs incurred in the performance of the Work, with the Owner’s prior written approval. S 7.7.2 Costs incurred in taking action to prevent threatened damage, injury, or loss, in case of an emergency affecting the safety of persons and property, as provided in Article 10 of AIA Document ,MO I Constrnction Manager, a subcontractor, or anyone for whom either is responsible, or (2) capable of being prevented through timely notice of an unsafe condition to the Owner. ot (1) caused by the S 7.7.3 Costs of repairing or correcting damaged or nonconforming Work executed by the Construction Manager,Subcontractors, or suppliers, provided that such damaged or nonconforming Work \vas not caused by the negligence of, or failure to fUlfill a specific responsibility by, the £ed otheca a Init. / AIA Document A1 33'- - 2019. Copyright © 1991 , 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American InstItute ofArchitects,- "AIA,” the AIA Logo, and -AI A Contract Documents- are registered trademarks and may not be used without permission. This document was produced 9 A by AIA software at 17:03:10 ET on 06/10/2022 under Order No.2114332942 which expires on 06/09/2023, is not for resale, is licensed for one-time use only, and uwmay only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org,User Notes: W52348272) DocuSign Envelope ID: 768tA09C-FBDB=137F-B540-D49C6F2BDIDF negligence, or neglect of the Construction Manager or its subcontractors, vendors or suppliers in whole or in part, or, failure of Construction Manager or its subcontractors, vendors or suppliers to comply with all of the requirements of the Contract Documents or the failure of the Construction Manager’s personnel to adequately supervise the Work of the Subcontractors or suppliers, and only to the extent that the cost of repair or correction is not recovered recoverable by the Construction Manager from insurance, suroties, Subcontractors, suppliers, or others.Subcontractors or suppliers. S 7.7.4 The losses included in Section 7.7.3, may include settlements made with the prior written consent and approval ofOwner. No such losses and expenses shall be included in the Cost of the Work for the purpose of determining Construction Manager’s Fee unless such loss requires substantial reconstruction and Construction Manager is placed in charge thereof. In such event, Construction Manager shall be paid for profit and overhead in an amount calculated by the percentage identified in the Contract Documents, for Changes to the Work of the cost of any such reconstruction, provided such substantial reconstruction is not: (i) required due to the fault or negligence of the Construction Manager or failure of Construction Manager to comply with all of the requirements of the Contract Documents, or (ii) incidental reconstruction, which for purposes of this Section 7.7.4 is hereby deemed to mean any reconstruction involvinR a cost of less than One Thousand Dollars ($ 1,000). $ 7.7.5 Any costs which comprise the Cost of Work, which are also set forth in the "General Conditions" portion of Exhibit "E" – Construction Manager’s Soft Costs & Fee, shall not exceed the total amount shown in aggregate therein for such expenditures. However, any single line item in General Conditions, with the sole exceptions of those included in"Weather Protection" and "Travel and Subsistence", may be exceeded if offset by the aggregate of corresponding or greater underages at other line items, and the total cost for General Conditions is not exceeded. $ 7.7.5.1 Construction Manager’s Change Order Requests will include additional General Conditions costs as justifiable,and to the extent the actual expenditures of General Conditions cost items are increased by reason of increase(s) in: the duration of the Work; the quantity of Construction Manager’s facilities and equipment required; or number or duration of supervisory personnel on site directly required to enact the requested change. General Conditions costs shall not be increased for additional personnel and labor costs not actually incurred by the Construction Manager and documented tothe satisfaction of the Owner $ 7.7.5.2 Notwithstanding the above, the Construction Manager has included in General Conditions sufficient supervisionand project controls personnel to prepare and process a standard amount of project documentation, including without limitation, requests for information, meeting minutes, Proposal Requests, Change Order Requests, Change Orders, and other Construction Manager’s administration and deliverables normally required on similar projects. The Construction Manager will not be additionally compensated above the amount shown in General Conditions for preparing or processingthese documents S 7.7.6 The cost of properly and reasonably maintaining access to the Work in spite of, facilitating progress of the Work during, and protecting the Work itself from the impact of inclement weather is "Weather Protection". Weather Protection shall not exceed the total of the line items shown for this purpose in the General Conditions, given the Work is performedduring average weather conditions for the Project site, as such average is defined in the Contract documents. $ 7.7.6.1 Line items in General Conditions that shall be considered, in their aggregate, for the purpose of calculating the Weather Protection maximum costs allowable under this Agreement include weather protection, snow removal, temporary heat, and temporary protection. $ 7.7.7 TIle actual costs for General Conditions, Weather Protection, and Travel and Subsistence will be billed on an "as incurred" and actual cost basis, and any unused portion of such amounts will revert to the Owner as savings below theGuaranteed Maximum Price. $ 7.7.7.1 The Construction Manager shall, without limitation keep such separate and distinct records as are required forthe Construction Manager to easily validate the accuracy of the Construction Manager’s billing for the costs of General Conditions, Weather Protection, and Travel and Subsistence. S 7.7.7.2 in the event the Construction Manager believes General Conditions, Weather Protection, or Travel and Subsistence line item(s) included in the Guaranteed Maximum Price should be increased due to changes in the Work or circumstances beyond the Construction Manager’s responsibilities to control under this Agreement; or the Owner or Construction ManaRer believes such line items should be lowered based on better circumstances for performing the Work Init.AIA Document A133n - 2019. Copyright © 1991. 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute ofArchitects.” "AIA.- the AIA Logo, and “AI A Contract Documents- are registered trademarks and may not be used without permission. This document was produced oaby AIA software at 17:03:10 ET on 06/1 0/2022 under Order No.2114332942 which expires on 06/09/2023, is not for resale, is licensed for one-time use only, and h'’may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.orgUser Notes: W52B+8272) DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDIDF than originally anticipated by the Owner and Construction Manager, the Guaranteed Maximum Price shall then be adjusted as provided in the Contract Documents for changes in the Work. $ 7.7.8 The Contingencies shown in each Control Estimate, and ultimately in Exhibit "A" – Guaranteed Maximum Price Amendment are lump sums provided within the Guaranteed Maximum Price for use by the Construction Manager andOwner as follows .1 Preconstruction Contingency The Construction Manager’s "Preconstruction Contingency" is for the Construction Manager’s use during the Preconsbuction Phase in protecting the Control Estimates and the final Guaranteed Maximum Pricefrom estimating errors and the market conditions at the time of Subcontractor bidding. The initial Preconstruction Contingency in the first Control Estimate will be ten percent (10.0%), which initially willbe inclusive of the Contractor’s Construction Contingency identified in Section 7.7.8.3 below. As the Preconsauction Contingency is not provided for the Construction Manager’s access or use duringthe Construction Phase, it shall be reduced to the zero (0) within seventy (70) days after the Owner’s execution of Exhibit " A" – Guaranteed Maximum Price Amendment, and the Owners’ Contingency will be adjusted accordingly. .2 Additional Marketplace RiskAfter the Own£rh3s executed Exhibit "A" – Guaranteed Maximum Price Amendment. the Construction Manager will award Subcontractors’ contracts. Eighty percent (80%) of those subcontracts fby value) will be awarded within thirty (30) days of the Owner’s execution of the Exhibit "A“ - Guaranteed Maximum Price Amendment; and ninety-five percent (95%) of those subcontracts will be awarded within sixty (60)days of that date. The five percent (5%) of the unawarded subcontracts remaining (60) days after theOwner’s execution of the Exhibit "A“ - Guaranteed Maximum Price Amendment shall be those bid packages the Owner and Construction Manager agreed in advance are either not sufficiently documented to award, or do not pose a significant risk for remaining unawarded. Within seventy (70) days after the Owner’s execution of the Exhibit "A", a reconciliation of the Guaranteed Maximum Price and the awarded subcontracts will be performed by the Construction Manager, identifyingsavings beneath the Guaranteed Maximum Price (if any). These savings shall be reallocated to the Owner’s Contingency; except as mutually agreed by the Owner and Construction Manager to be collated into "Additional Marketplace Risk" line item(s) in the Schedule of Values. This Additional Marketplace Risk is to (i) protect the Cost of the Work from known and unknown scope gaps between subcontracts, as well as uncornmitted commodities subject to future price changes (if any), not to exceed 1.0% of theGuaranteed Maximum Price; and (ii) protect the Guaranteed Maximum Price from specificSubcontractor(s)’ risk profile(s); and (iii) will be allocated accordingly in the Schedule of Values. .3 Construction Contingency The Constnrction Manager’s "Construction Contingency" is for the Constrbction Manager’s use during the construction of the Work, and will not exceed the sum of one percent (1.0%) of the projected Cost of the Work for new construction plus two point five percent (2.5%) of the projected Cost of the Work forrenovation(s) to existing building(s). The Construction Manager’s Construction Contingency calculations shall not include the Owner’s Contingency. Under no circumstances is the Construction Manager’s Constrbction Contingency to be used by the Owner for increases in the scope, quality or quantity of the Work; nor by the Construction Manager for correctingnonconforming Work; Work items discovered during the Construction Phase not to be coordinated amongthe Subcontractor’s scope of work due to an oversight of the Construction Manager; or similar Construction Manager’s errors or omissions. The Construction Manager’s access to the Construction Manager’s Construction Contingency shall be approved in writing by the Owner on a per instance basis by the Owner as being in compliance with the above requirements, such approval not to be unreasonably withheld. .4 Owner’s Contingency Init AIA Document A133'- -. 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute ofArchitects,” "AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced QAby AIA software at 17:03:10 ET on 06/1 0/2022 under Order No.2114332942 which expires on 06/09/2023, is not for resale, is licensed for one-time use only, and wwmay only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.orgUser Notes: W52:P+8272) DocuSign Envelope ID: 7654A09C-FBDBJ137F-B540-D49C6F2BDIDF The "Owner’s Contingency" shall be an amount specified by the Owner; and is for the Owner’s exclusive use in absorbing the increased scope of Cost of the Work items (if any) within the Construction Manager’s Guaranteed Maximum Price. Any Owner’s authorization of use of the Owner’s Contingency shall be in writing; and will ultimately require documentation in a Change Order, showing both the amount reallocated to Cost of the Work, and the balance remaining in the Owner’s Contingency S 7.7.4 The costs described in Sections 7.1 through 7.7 shall be included in the Cost of the Work, notwithstanding anyprovision of AIA Document A201–2017 or other Conditions of the Contract which may require the Construction Manager Owner to pay such costs, unless such costs are excluded by the provisions of Section 7.9. 57.8 Related Party Transactions S 7.8.1 For purposes of this Section 7.8, the term "related party""Related Party" shall mean any party or entity related to or affiliated with the Construction Manager or in which the ConstIUction Manager has direct or indirect ownership or control, including without limitation: (1) a parent, subsidiary, affiliate, or other entity having common ownership of, or sharing common management with, the Construction Manager; (2) any entity in which any stockholder in, or management employee of, the Construction bClanager holds an equityinterest in excess of ten percent in the aggregate; any entity owned by the Construction Manager has any direct or indirect interest in; (3) any party with an excess often percent (10%) interest in the Construction Manager in the aggregate; (4) any entity which has the right to control the business or affairs of the Construction Manager; or €4}Many person, or any member of the immediate family of any person, who has the right to control the business or affairs of the Construction Manager. ld elsewhere in this A S 7.8.2 if after the Construction Manager having followed the stipulations in this Agreement, any of the costs to be reimbursed are contemplated to arise from a transaction between the Construction Manager and a related party, RelatedParty, the Construction Manager shall notify the Owner of the specific nature of the contemplated transaction, including the identity of the related party and the anticipated cost to be incurred, before any such transaction is consummated or costincurred. If the Owner, after such notification, authorizes the proposed transaction in writing, then the cost incurred shall be included as a cost to be reimbursed, and the Construction Manager shall procure the Work, equipment, goods, or service, from the related party, Related Party, as a Subcontractor, according to the terms of Article 9. If the Owner fails to authorize the transaction in writing, the Construction Manager shall procure the Work, equipment, goods, or service from some person or entity other than a related party Related Party according to the terms of Article 9. S 7.9 Costs Not To Be Reimbursed 57.9.1 The Cost of the Work shall not include (unless otherwise specifically stated in Exhibit "E" – Construction Manager’s Soft Costs and Fee) the items listed below: .1 Salaries and other compensation of the Construction Manager’s personnel stationed at the ConstructionManager’s principal office or offices other than the site office, except as specifically provided in Section 7.2, or as may be provided in Article 14; Bonuses, profit sharing, incentive compensation, and any other discretionary payments, paid to anyone hired by the Construction Manager or paid to any Subcontractor or vendor, unless the Owner has provided .2 .3 .4 .5 .6 prior approval; Expenses of the Construction Manager’s principal office and offices other than the site office; Overhead and general expenses, except as may be expressly included in Sections 7.1 to 7.7; Rental costs of machinery and equipment, except as specifically provided herein; _The Construction Manager’s capital expenses, including interest on the Construction Manager’s capital employed for the Work; -.7 Except as provided in Section 7.7.3 of this Agreement, costs due to the negligence of, or failure to fulfill a specific responsibility of the Contract by, the Construction Manager, Subcontractors, and suppliers, oranyone directly or indirectly employed by any of them or for whose acts any of them may be liable; Costs incurred in the performance ofPreconstruction Phase Services (unless specifically stated in Exhibit"E" – Construction Manager’s Soft costs and Fee); -.9 Any cost not specifically and expressly described in Sections 7.1 to 7.7; .10 Costs, other than costs included in Change Orders approved by the Owner, that would cause the Guaranteed Maximum Price to be exceeded; to be exceeded Services and expenses of the estimating, personnel, accounting, budget control, audit and management information systems (other than pre-construction services) relating to accounting in Construction Manager s office and even if at the site, except as specifically identified herein; .6 .8 .7 .8 .1 1 Init. / AIA Document A1 33n - 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,- "AIA,- the AIA Logo, and “AIA Contract Documents- are registered trademarks and may not be used without permission. This document was produced 31by AIA software at 17:03:10 ET on 06/10/2022 under Order No.2114332942 which expires on 06/09/2023, is not for resale, is licensed for onetime 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: W52:P+8272) DocuSign Envelope ID: 7654A09C-FBDBJt37F-B540-D49C6F2BDIDF .12 .13 .14 .15 .16 .17 Interest on Construction Manager ’s capital or on money borrowed by Construction Manager, including the capital employed by Construction Manager in the performance of the Work. Amounts required to be paid by Construction Manager for Federal and/or State income, franchise taxes orother business taxes, but not including any applicable sales taxes; Legal, accounting, or other similar professional services provided by or to Construction Managerl in regard to disputes, arbitrations, litigations or other such proceedings with Subcontractors, with municipal authorities, with Owner, the Architect or any other person or entity relating to the Project or otherwise;Sales, entertainment, and meal expenses; Employee vehicle expenses, including fuel above the "Travel & Subsistence" not-to-exceed amount;General Conditions, Weather Protection and Travel and Subsistence in excess of the line items shown inExhibit "E" - Construction Manager’s Soft Costs and Fee and Exhibit "A" - Guaranteed Maximum PriceAmendment Costs related to Construction Manager’s indemnification obligations; The cost of Travel and Subsistence not in compliance with the requirements of Section 7.6.12; andCosts for services incurred during the Preconstruction Phase. Costs for insurance through a captive insurer owned or controlled by the Construction Manager. .18 .19 .9 .20 ARTICLE 8 DISCOUNTS, REBATES, AND REFUNDS S 8.1 Cash discounts obtained on payments made by the Construction Manager shall accrue to the Owner if (1) before making the payment, the Construction Manager included the amount to be paid, less such discount, in an Application for Payment and received payment from the Owner, or (2) the Owner has deposited funds with the Construction Manager with which to make payments; otherwise, cash discounts shall accrue to the Construction Manager. payments/. Trade discounts, rebates, refunds, and amounts received from sales of surplus materials and equipment shall accrue to the Owner, and the Construction Manager shall make provisions so that they can be obtained.secured. The Construction Manager shall not obtain for its own benefit any discounts, rebates or refunds in connection with the Work from any source including but not limited to its Subcontractors, vendors, or other suppliers of goods, insurance or other services without providing the Owner with at least thirty (30) days prior written notice of the potential discount, rebate or refund and an opportunity to furnish fUnds if and when necessary to obtain such discount, rebate or refund on behalf of the Owner in accordance with the requirements of this Section 8.1. S 8.2 Amounts that accrue to the Owner in accordance with the provisions of Section 8.1 shall be credited to the Owner asa deduction from the Cost of the Work. ARTICLE 9 SUBCONTRACTS AND OTHER AGREEMENTS Manager has reasonable objection.Omitted. Init. / AIA Document A133’- - 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute ofArchitects,- "AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was producedby AIA software at 17:03:10 ET on 06/1 0/2022 under Order No.2114332942 which expires on 06/09/2023, is not for resale, is licensed for one-time use only, andmay only be used in accordance with the AIA Contract Documents® Terms of Service, To report copyright violations, e-mail copyright@aia.orgUser Notes: W523+8272) 32 DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDIDF Omitted ARTICLE 10 ACCOUNTING RECORDS The Construction Manager shall keep full and detailed records and accounts related to the Cost of the Work, and exercise such controls, as may be necessary for proper financial management under this Contract and to substantiate all costs incurred. The accounting and control systems shall be satisfactory to the Owner. Owner and the Construction Manager and be in accordance with the Construction Management Plan. The Owner and the Owner’s auditors shall, during regular business hours and upon reasonable notice, be afforded access to, and shall be permitted to audit audit, inspect and copy, the Construction Manager’s records and accounts, including complete documentation supporting actual, direct and ’'bare" labor costs, job – cost coded labor reports, accounting entries, books, job cost reports, correspondence, instructions, drawings, receipts, subcontracts, Subcontractor’s proposals, Subcontractor’s invoices, purchase orders, vouchers, memoranda, and other data relating to this Contract. The Construction Manager shall preserve these records for a period of three five (5) years after final payment, or for such longer period as may be required by law. All records shall be maintained in accordance with generally accepted accounting procedures consistently applied. Subcontractors retained by the Construction Manager on a cost-plus basis shall have the same obligation to retain records and permit audits,inspections and copying as required of the Construction Manager under this Agreement. ARTICLE 11 PAYMENTS FOR CONSTRUCTION PHASE SERVICES S 11.1 Progress Payments § 11.1.1 Based upon Applications for Payment Payment, including all supporting documentation as hereinafter provided, submitted to the Architect by the Construction Manager, and upon review and approval by the Owner and Architect and Certificates for Payment issued by the Architect, the Owner shall make progress payments on account of the Contract Sum, to the Construction Manager, as provided below and elsewhere in the Contract Documents. §11.1 .2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, or as follows:month. I N/A 511.1 .3 Provided that an Application for Payment is received by the Architect not later than the twenty-fifth (25th) day of a month, and said Application for Payment is approved the Owner shall make payment of the amount certified to the Construction Manager not later than the day of the month. If an Application for Payment is received by the Architect days after the Architect receives the Application for Payment, (Federal, c,tate or local law's may require payment within a certain periodapproval. S 11.1 .4 With each Application for Payment, the Construction Manager shall submit payrolls, petty cash accounts, receipted invoices or invoices with check vouchers attached and any other evidence required by the Owner or Architect to demonstrate that payments already made by the Construction Manager on account of the Cost of the Work equal or exceed progress payments already received by the Construction Manager, plus payrolls for the period covered by the present Application for Payment, less that portion of the progress payments attributable to the Construction Manager’s Fee. §11.1 .5 Each Application for Payment shall be based on the most recent schedule of values submitted by the Construction Manager in accordance with the Contract Documents. The schedule of values shall allocate the entire Guaranteed Maximum Price among: (1) the various portions of the Work; (2) any contingency for costs that are included in the Guaranteed Maximum Price but not otherwise allocated to another line item or included in a Change Order; and (3) theConstruction Manager’s Fee. S 11.1 .5.1 The schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as the Architect may require. The schedule of values shall be used as a basis for reviewing the Construction Manager’sApplications for Payment. Init. / AIA Document A133’- - 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute ofArchitects," “AIA," the AIA Logo, and “AI A Contract Documents” are registered trademarks and may not be used without permission. This document was produced QQby AIA software at 17:03:10 ET on 06/1 0/2022 under Order No.2114332942 which expires on 06/09/2023, is not for resale, is licensed for one-time use only, and uamay only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.orgUser Notes: PC)52348272) DocuSign Envelope ID: 7654A09C-FBDB2137F-B540-D49C6F2BDI DF S 11.1 .5.2 The allocation of the Guaranteed Maximum Price under this Section 1 1.1.5 shall not constitute a separate guaranteed maximum price for the Cost of the Work of each individual line item in the schedule of values.values except asotherwise stated in Section 7.7.5 of this Agreement. §11.1 .5.3 When the Construction Manager allocates costs from a contingency the contingencies set forth in Section 7.7.8 of this Agreement to another line item in the schedule of values, the Construction Manager shall submit supportingdocumentation to the Architect.Owner and Architect for review and approval. $ 11.4.6 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. The percentage of completion shall be the lesser of (1) the percentage of that portion of the Work which has actually been completed, or (2) the percentage obtained by dividing (a) the expense that has actually been incurred by the Construction Manager on account of that portion of the Work and for which the Construction Manager has made payment or intends to make payment prior to the next Application for Payment, by (b) the share of the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values. S 11.1 .7 in accordance with AIA Document A201–2017 and subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as follows: S 11.1 .7.1 The amount of each progress payment shall first include: .1 That portion of the Guaranteed Maximum Price properly allocable to completed Work as determined by multiplying the percentage of completion of each portion of the Work by the share of the Guaranteed Maximum Price allocated to that portion of the Work in the most recent schedule of values; That portion of the Guaranteed Maximum Price properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the completed construction or, if approved in writing in advance by the Owner, suitably stored off the site at a location agreed upon in writing; That portion of Constmction Change Directives that the Architect determines, in the Architect’s professional judgment, to be reasonably justified; and The Construction Manager’s Fee, computed upon the Cost of the Work described in the preceding Sections 11.1.7.1.1 and 1 1.1.7.1.2 at the rate stated in Section 6.1.2 or, if the Construction Manager’s Fee is stated asa fixed sum in that Section, an amount that bears the same ratio to that fixed-sum fee as the Cost of the Work included in Sections 11.1.7.1.1 and 1 1.1.7.1.2 bears to a reasonable estimate of the probable Cost of the Work upon its completion. .2 .3 .4 S 11.1 .7.1.1 The Owner and the Construction Manager agree the retainage on each Application for Payment shall be fivepercent (5.0%). S 11.1 .7.2 The .1 .2 amount of each progress payment shall then be reduced by: The aggregate of any amounts previously paid by the Owner; The amount, if any, for Work that remains unconected and for which the Architect has previously withheld a Certificate for Payment as provided in Article 9 of AIA Document A201–2017; Any amount for which the Construction Manager does not intend to pay a Subcontractor or material supplier, unless the Work has been performed by others the Construction Manager intends to pay;For Work performed or defects discovered since the last payment application, any amount for which the Architect may withhold payment, or nullify a Certificate of Payment in whole or in part, as provided in Article 9 of AIA Document A201–2017: The shortfall, if any, indicated by the Construction Manager in the documentation required by Section 11.1.4 to substantiate prior Applications for Payment, or resulting from errors subsequently discovered by the Owner’s auditors in such documentation; and Retainage withheld pursuant to Section 11.1.8. .3 .4 .5 .6 $ 11.1.8 Retainage S 11.1 .8.1 For each progress payment made prior to Substantial Completion of the Work, the Owner may withhold the following amount, as retainage, from the payment otherwise due: (Insert a percentage or amount to be withheld as retainage from each Appticationfor Payment. The amount of retainagemay be limited by governing law.) I Init. / Five percent (5.0%). AIA Document A133'- - 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute ofArchitects,- “AIA,- the AIA Logo, and “AIA Contract Documents- are registered trademarks and may not be used without permission. This document was produced QAby AIA software at 17:03:10 ET on 06/10/2022 under Order No.2114332942 which expires on 06/09/2023, is not for resale, is licensed for one-time use only, and WTmay only be used in accordance with the AIA Contract Documents® Terms of Service, To report copyright violations, e-mail copyright@aia.org.User Notes: W52:Pt8272) DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDI DF I I I S 11.1 .8.1.1 The following Mitems are no&subject to retainage:(Insert any items not subject to the withholding ofretainage, such as general conditions, insurance, etc.) Not Applicable S 11.1 .8.2 Reduction or limitation ofretainage, if any, shall be as follow's:specified in Section 9.4.3 of the A201 – 2017,General Conditions. (Tthe retainage established in Section 1 1.1.8.1 is to be modified prior to Substantial Completion of the entire Work, insert provisions for such modifIcation.) Not Used include retainage as follows: upon Substantial Completion.)Omitted. I Not Used Omitted S 11.1 .10 Except with the Owner’s prior written approval, the Construction Manager shall not make advance payments to suppliers for materials or equipment which have not been delivered and suitably stored at the site. S 11.1.11 The Owner and the Construction Manager shall agree upon a mutually acceptable procedure for review andapproval of payments to Subcontractors, and the percentage ofretainage held on Subcontracts, and the Construction Manager shall execute subcontracts in accordance with those agreements. 511.1.12 in taking action on the Construction Manager’s Applications for Payment the Architect shall be entitled to relyon the accuracy and completeness of the information ftrrnished by the Construction Manager, and such action shall not be deemed to be a representation that (1) the Architect has made a detailed examination, audit, or arithmetic verification, of the documentation submitted in accordance with Section 1 1.1.4 or other supporting data; (2) that the Architect has made exhaustive or continuous on-site inspections; or (3) that the Architect has made examinations to ascertain how or for what purposes the Construction Manager has used amounts previously paid on account of the Contract. Such examinations,audits, and verifications, if required by the Owner, will be performed by the Owner’s auditors acting in the sole interest ofthe Owner S 11.1.13 Owner shall have the right to withhold from payments due Construction Manager such sums as are necessary toprotect Owner, in Owner’s sole discretion, against any loss or damage which may result from negligence by Construction Manager or failure of Construction Manager to perform Construction Manager’s obligations under this Agreement. Notwithstanding the above, nothing in this Section shall diminish the Owner’s right to find the Construction Manager in default of this Agreement and subsequently making a claim on their performance bond or insurance policy. S 11.2 Final Payment S 11.2.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to theConstruction Manager when .I the Construction Manager has fully performed the Contract, except for the Construction Manager’s responsibility to correct Work as provided in Article 12 of AIA Document A201–2017, and to satisfy other requirements, if any, which extend beyond final payment; the Construction Manager has submitted a fInal accounting for the Cost of the Work and a final Application for Payment; and .2 Init. / AIA Document A133’- - 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute ofArchitects,- “AIA,” the AIA Logo, and -AI A Contract Documents” are registered trademarks and may not be used without permission. This document was produced QR by AIA software at 17:03:10 ET on 06/10/2022 under Order No.2114332942 which expires on 06/09/2023, is not for resale, is licensed for one-time use only, and uvmay only be used in accordance with the AIA Contract Dacuments® Terms of Service. To report copyright violations, e-mail copyright@aia.orgUser Notes: @52:H8272) DocuSign Envelope ID: 7654A09C-FBDB-+37F-B540-D49C6F2BDIDF .3 .4 a final Certificate for Payment has been issued by the Architect in accordance with Section 11.2.2.211 ,2.2.2: and a complete release of all claims arising out of, related to or connected with Construction Manaqer’s performance of the respective Phase under this Agreement, and any claims of Subcontractors, subject toany claims reserved in accordance with the terms of the General Conditions and an affidavit that so far as Construction Manager has knowledge or information, the release includes and covers all materials and services over which Construction Manager has control for which a claim could be filed, subject to anyclaims reserved in accordance with the terms of the General Conditions. S 11.2.2 Within 30 days of the Owner’s receipt of the Construction Manager’s final accounting for the Cost of the Work> the Owner shall conduct an audit of the Cost of the Work or notify the Architect that it will not conduct an audit. audit, submit a written report based upon the auditors’ findings to the Architect.Omitted 511.2.2.2 Within seven days after receipt of the n'ritten report described in Section 1 1.2.2.1, a summary of the Owner’s audit findings, or receipt of notice that the Owner will not conduct an audit, and provided that the other conditions of Section 11.2.1 have been met, the Architect will either issue to the Owner a final Certificate for Payment with a copy to the Construction Manager, or notify the Construction Manager and Owner in writing of the Architect’s reasons for withholding a certificate as provided in Article 9 of AIA Document A201–2017. The time periods stated in this Section 11 .2.2 supersede those stated in Article 9 of AIA Document A201–2017. The Architect is not responsible for verifying theaccuracy of the Construction Manager’s final accounting. $ 11.2.2.3 if the Owner’s auditors’ report concludes auditors conclude that the Cost of the Work, as substantiated by theConstruction Manager’s final accounting, is less than claimed by the Construction Manager, the Construction Manager shall be entitled to request mediation of the disputed amount without seeking an initial decision pursuant to Article 15 of AIA Document A20 l–2017. A request for mediation shall be made by the Construction Manager within 30 days after the Construction Manager’s receipt of a copy of the Architect’s final Certificate for Payment. Failure to request mediation within this 30-day period shall result in the substantiated amount reported by the Owner’s auditors becoming binding on the Construction Manager. Pending a final resolution of the disputed amount, the Owner shall pay the Construction Manager the amount certified in the Architect’s final Certificate for Payment. the Architect’s final Certificate for Payment, or as follows:Omitted. Not Used S 11.2.4 if, subsequent to final payment, and at the Owner’s request, the Construction Manager incurs costs, described in Sections 7.1 through 7.7, and not excluded by Section 7.9, to correct defective or nonconforming Work, the Owner shall reimburse the Construction Manager for such costs, and the Construction Manager’s Fee applicable thereto, on the same basis as if such costs had been incurred prior to final payment, but not in excess of the Guaranteed Maximum Price. If adjustments to the Contract Sum are provided for in Section 6.1.7, the amount of those adjustments shall be recalculated, taking into account any reimbursements made pursuant to this Section 1 1.2.4 in determining the net amount to be paid bythe Owner to the Construction Manager. S 11.3 Interest payable within thirty (30) days of the date the Owner receives the Construction Manager’s approvable invoice. Amounts unpaid shall bear interest at the legal rate allowed by Texas Government Code Ch. 225 1. Gnsert rate of interest agreed upon, if any.) 0/0 Init. / AIA Document A133’- - 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The -American Institute ofArchitects,- "AIA,“ the AIA Logo, and -AI A Contract Documents- are registered trademarks and may not be used without permission. This document was produced by AIA software at 17:03:10 ET on 06/10/2022 under Order No.2114332942 which expires on 06/09/2023, is not for resale, is licensed for one-time use only, andmay only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.orgUser Notes: W523+8272) 36 DocuSign Envelope ID: 769tA09C-FBDBJ+37F-B540-D49C6F2BDIDF ARTICLE 12 DISPUTE RESOLUTION S 12.1 Initial Decision Maker $ 12.1.1 Any Claim between the Owner and Construction Manager shall be resolved in accordance with the provisions setforth in this Article 12 and Article 15 ofA201–2017. However, for Claims arising from or relating to the Construction S 12.1 .2 Ure Architect Owner will serve as the Initial Decision Maker pursuant to Article 15 of AIA Document A201–2017 for Claims arising from or relating to the Construction Manager’s Construction Phase services, unleso the (if the parties mutually agree, insert the name, address and other contact information of the Initial Decision Maker, if other than the Architect.) I N/A S 12.2 Binding Dispute Resolution For any Claim subject to, but not resolved by mediation pursuant to Article 15 of AIA Document A20 l–2017, the method of binding dispute resolution shall be as follows:(Check the appropriate box.) []Arbitration pursuant to Article 15 of AIA Document A201–2017 [ n Litigation in a court of competent jurisdiction [ ] Other: (Specifv) competent jurisdiction., ARTICLE 13 TERMINATION OR SUSPENSION $ 13.1 Termination Prior to Execution of the Guaranteed Maximum Price Amendment S 13.1.1 if the Owner and the Construction Manager do not reach an agreement on the Guaranteed Maximum Price, the Owner may terminate this Agreement upon not less than seven days’ written notice to the Construction Manager, and the Manager. $ 13.1 .2 in the event of termination of this Agreement pursuant to Section 13.1,1, the Construction Manager shall be compensated for Preconstruction Phase services and Work performed prior to receipt of a notice of termination, in accordance with the terms of this Agreement. In no event shall the Construction Manager’s compensation under thisSection exceed the compensation set forth in Section 5.1. S 13.1 .3 Prior to the execution of Exhibit "A," the Guaranteed Maximum Price Amendment, the Owner may terminate this Agreement upon not less than seven days’ written notice to the Construction Manager for the Owner’s convenience and without cause, and the Construction Manager may terminate this Agreement, upon not less than seven days’ written notice to the Owner, for the reasons set forth in Article 14 ofA201–2017. S 13.1 .4 in the event of termination of this Agreement pursuant to Section 13.1.3, the Construction Manager shall be equitably compensated for Preconstruction Phase services and Work performed prior to receipt of a notice of termination. In no event shall the Construction Manager’s compensation under this Section exceed the compensation set forth inSection 5.1 Init. / AIA Document A133n - 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,- "AIA,- the AIA Logo. and -AIA Contract Documents- are registered trademarks and may not be used without per[niesion. This docuTent was produced 37by AIA software at 17:03:10 ET on 06/10/2022 under Order No.2114332942 which expires on 06/09/2023, is not for resale, is licensed for one-time use only, and w 'may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.orgUser Notes: W52Yt8272) DocuSign Envelope ID: 7654A09C-FBDBJt37F-B540-D49C6F2BDIDF S 13.1 .5 if the Owner terminates the Contract pursuant to Section 13.1.3 after the commencement of the Construction Phase but prior to the execution of Exhibit " A," the Guaranteed Maximum Price Amendment, the Owner shall pay to theConstruction Manager an amount calculated as follows, which amount shall be in addition to any compensation paid to the Construction Manager under Section 13.1.4: .1 Take the Cost of the Work incurred by the Construction Manager to the date of termination; .2 Add the Construction Manager’s Fee computed upon the Cost of the Work to the date of termination at the rate stated in Section 6.1 or, if the Construction Manager’s Fee is stated as a fixed sum in that Section, anamount that bears the same ratio to that fixed-sum Fee as the Cost of the Work at the time of termination bears to a reasonable estimate of the probable Cost of the Work upon its completion; and .3 Subtract the aggregate of previous payments made by the Owner for Construction Phase services. S 13.1 .6 TheIn the event of termination of this Agreement pursuant to Section 13.1.3, the Owner shall also pay the Construction Manager fair compensation, either by purchase or rental at the election of the Owner, for any equipment owned by the Construction Manager that the Owner elects to retain and that is not otherwise included in the Cost of theWork under Section 13.1.5.1. To the extent that the Owner elects to take legal assignment of subcontracts and purchase orders (including rental agreements), the Construction Manager shall, as a condition of receiving the payments referred toin this Article 13, execute and deliver all such papers and take all such steps, including the legal assignment of such subcontracts and other contractual rights of the Construction Manager, as the Owner may require for the purpose of fully vesting in the Owner the rights and benefits of the Construction Manager under such subcontracts or purchase orders. All Subcontracts, purchase orders and rental agreements entered into by the Construction Manager will contain provisions allowing for assignment to the Owner as described above. $ 13.1.6.1 if the Owner accepts assignment of subcontracts, purchase orders or rental agreements as described above, the Owner will reimburse or indemnify the Construction Manager for all costs arising under the subcontract, purchase order or rental agreement, if those costs would have been reimbursable as Cost of the Work if the contract had not been necessarily incurred by the Construction Manager because of such termination.Nothing in this Article 13 or in the Contract Documents shall be construed to constitute or authorize a pass through or assignment of the Construction Manager’s rights or remedies, at law or in equity, to any Subcontractor, Supplier, or any other related party. For all purposes, the Contract Documents shall not be construed to create any privity of contract between the Owner and anySubcontractor(s), Supplier(s), Related Party, or any other third-party providing services related to this Project. S 13.2 Termination or Suspension Following Execution of the Guaranteed Maximum Price AmendmentS 13.2.1 Termination The Contract may be terminated by the Owner or the Construction Manager as provided in Article 14 of AIA Document-2017A20 1 S 13.2.2 Termination by the Owner for Cause S 13.2.2.1 if the Owner terminates the Contract for cause as provided in Article 14 of AIA Document A201–20 17, theamount, if any, to be paid to the Construction Manager under Article 14 of AIA Document A201–2017 shall not cause Exhibit " A," the Guaranteed Maximum Price to be exceeded, nor shall it exceed an amount calculated as follows: .1 Take the Cost of the Work incurred by the Construction Manager to the date of termination; .2 Add the Construction Manager’s Fee, computed upon the Cost of the Work to the date of termination at therate stated in Section 6.1 or, if the Construction Manager’ Fee is stated as a fixed sum in that Section, anamount that bears the same ratio to that fixed-sum Fee as the Cost of the Work at the time ofternhnation bears to a reasonable estimate of the probable Cost of the Work upon its completion;Subtract the aggregate of previous payments made by the Owner; and Subtract the costs and damages incurred, or to be incurred, by the Owner under Article 14 of AIADocument A20 l–201 7 .3 .4 S 13.2.2.2 The Owner shall also pay the Construction Manager fair compensation, either by purchase or rental at the election of the Owner, for any equipment owned by the Construction Manager that the Owner elects to retain and that isnot otherwise included in the Cost of the Work under Section 13.2.2.1.1. To the extent that the Owner elects to take legal assignment of subcontracts and purchase orders (including rental agreements), the Construction Manager shall, as a condition of receiving the payments referred to in this Article 13, execute and deliver all such papers and take all such Init. / AIA Document A133’- -. 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved . The “American Institute ofArchitects,- "AIA,” the AIA Logo, and -AI A Contract Documents- are registered trademarks and may not be used without permission. This document was produced Qi by AIA software at 17:03:10 ET on 06/1 0/2022 under Order No.21 14332942 which expires on 06/09/2023, is not for resale, is licensed for one-time use only, and wwmay only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.orgUser Notes: W523+8272) DocuSign Envelope ID: 76WIA09C-FBDB=t37F-B540-D49C6F2BDIDF steps, including the legal assignment of such subcontracts and other contractual rights of the Construction Manager, as the Owner may require for the purpose of fully vesting in the Owner the rights and benefits of the Construction Manager under such subcontracts or purchase orders. S 13.2.3 Termination by the Owner for ConvenienceIf the Owner terminates the Contract for convenience in accordance with Article 14 of AIA Document A201–2017. then the Owner shall pay the Construction Manager a termination fee as follows:compensation calculated in the same manner as specified in Section 13.2.2 of this Agreement. terminationfor the Owner’s convenience.) I Not Used S 13.3 Suspension The Work may be suspended by the Owner as provided in Article 14 of AIA Document A201–2017; in such case, the Guaranteed Maximum Price and Contract Time shall be increased as provided in Article 14 of AIA Document A201–2017, except that the term "profit" shall be understood to mean the Construction Manager’s Fee as described in Sections 6.1 and 6.3.5 of this Agreement. ARTICLE 14 MISCELLANEOUS PROVISIONS $ 14.1 Terms in this Agreement shall have the same meaning as those in A201–2017. Where reference is made in thisAgreement to a provision of AIA Document A201–2017 or another Contract Document, the reference refers to that provision as amended or supplemented by other provisions of the Contract Documents. S 14.2 Successors and Assigns Omitted S 14.3 Insurance and BondsS 14.3.1 Preconstruction Phase The Construction Manager shall maintain the foIIo\ving Bonds for the duration of the Preconstruction Services performed under this Agreement.If any of the requirements set Construction Manager for any additional cost. aggregate for bodily injury and property damage.Omitted. coverage.Omitted. the actual payment by the underlying insurers.Omitted. Init. / AIA Document A133’- - 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute ofArchitects.” "AIA.- the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced qaby AIA software at 17:03:10 ET on 06/1 0/2022 under Order No.2114332942 which expires on 06/09/2023, is not for resale, is licensed for one-time use only, and a'?may only be used in accordance with the AIA Contract Documents@ Terms of Service. To report copyright violations, e-mail copyright@aia.orgUser Notes: W52B+8272) DocuSign Envelope ID: 7654A09C-FBDB-+37F-B540-D49C6F2BDIDF accident, ($ ) each employee, and ($ ) policy limit.Omitted. with policy limits of not less than (S ) per claim and ( S ) in the aggregate.Omitted. S 14.3.1.6 Other Insurance (List below any other insurance coverage to be provided by the Construction Manager and any applicable limits.) I CoverageNot Used Limits S 14.3.1.7 Additional Insured Obligations. To the fullest extent permitted by law, the Construction Manager shall cause the primary and excess or umbrella polices for Commercial General Liability and Automobile Liability to include the Owner as an additional insured for claims caused in whole or in part by the Construction Manager’s negligent acts or omissions. The additional insured coverage shall be primary and non-contributory to any of the Owner’s insurance policies and shall apply to both ongoing and completed operations. S 14.3.1.8 The Construction Manager shall provide certificates of insurance to the Owner that evidence compliance withthe requirements in this Section 14.3.1. S 14.3.2 Construction Phase After execution of the Guaranteed Maximum Price Amendment, the Owner and the Construction Manager shall purchase anacontinue to maintain insurance as set forth in AIA Document A133T:’£–2019, Standard Form of Agreement Between Guaranteed Maximum Price, Exhibit B, Insurance and Bonds, and elsewhere in the Contract Documents. I S 14.3.2.1 The Construction Manager shall provide bonds as set forth in AIA Document A133TM–2019 Exhibit Br"B" –Insurance and Bonds, and elsewhere in the Contract Documents. g&abbeIow a read receipt for the transmission.)Omitted. Not Used S 14.5 Other provisions: S 14.5.1 The Construction Manager 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 thisAgreement, which representations and warranties shall survive the execution and delivery of this Agreement, any termination of this Agreement, and final completion of the Work: .1 The Construction ManaRer is financially solvent, capable of obtaininR adequate insurance, able to pay all debts as they mature and possessed of sufficient working capital to complete the Work and perform allobliRations hereunder; .2 The Construction Manager is able to furnish the physical in#astructure, tools, materials, supplies, equipment and supervision, and labor required to complete the Work and perform its obligations hereunder and has sufficient experience and competence to do so; Init. / AIA Document A133n - 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects,” “AIA,- the AIA Logo. and “AFA Contract Documents- are registered trademarks and may not be used without perrni?sion. This docur[lent was produced 40by AIA software at 17:03:10 ET on 06/10/2022 under Order No.2114332942 which expires on 06/09/2023, is not for resale, iS licensed for one-time use OnIY, and TWmay only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.orgUser N8tes: P052348272) DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDIDF .3 The Construction Manager is authorized to do business in the City of Denton, and the State of Texas and is properly licensed by all necessary governmental and public and quasi-public authorities having jurisdiction over the Construction Manager and over the Work and the Project; .4 The Construction Manager’s execution of this Agreement and performance thereof is within theConstruction Manager’s duly-authorized powers; .5 The Construction Manager’s duly-authorized representative has visited the site of the Project and is familiar with the local conditions under which the Work is to be performed and has correlated its observations with the requirements of the Contract Documents; .6 The Construction Manager possesses a high level of experience and expertise in the business administration, construction, construction management and superintendence of projects of this size, complexity and natureof this particular Project and will perform the Work with the care, skill and diligence of such a contractor; .7 The foregoing warranties are in addition to, and not in lieu of, any and all other liability imposed upon theContractor by law with respect to the Construction Manager’s duties, obligations, and performancehereunder: and .8 The Constmction Manager acknowledges that the Owner is relying upon the Construction Manager’s skill and experience in connection with the proper, timely and diligent prosecution of the Work. $ 14.5.2 in the event any provision contained in this Agreement conflicts with any provision contained in the Contract Documents, the more stringent provision for the Construction Manager, as interpreted by the Owner, shall govern. $ 14.5.3 Some or all of the Owner’s duties, approvals and actions required under this Agreement may be provided by third parties by mutual agreement of the Owner and such third parties. When notified in writing of the specific duties andresponsibilities of such third party, the Construction Manager will recognize the actions and approvals of the third party as sufficient to fulfill the Owner’s responsibilities under this Agreement. $ 14.5.4 The Construction Manager shall provide sufficient supporting documentation in form and with a level of detailwholly acceptable to the Owner and Construction Manager to substantiate any Application for Payment, request for Change to the Contract Sum or Contract Time, and all contract Allowances provided within the Construction Manager’s Contract Sum for this scope of work. Failure to timely provide all supporting documentation, in and of itself, may result in rejection of the Application for Payment or requested change to the Contract Sum or Contract Time, or payment for work charged to the Allowance(s). $ 14.5.5 Proof of purchase and warehouse insurance naming the Owner, Construction Manager and Architect as additional insureds, together with inspection rights for the Owner, Construction Manager and Architect is to be provided for any billed materials by the Construction Manager for the work not physically stored at the Project site. $ 14.5.6 Time limits set out in or under this Agreement are solely for the protection and benefit of the Owner and create no third-party beneficiary rights in any other party. $ 14.5.7 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 sent via electronic mail to the most recently provided email address, followed by first class mail deposited in the U.S. mail by registered or certified mail, return receipt requested,postage prepaid. and addressed as follows: If to Owner:Sara Henslev City of Denton City Manager 215 East McKinney StreetDenton, Texas 76201W93 Init. / AIA Document A133n - 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute ofArchitects,” “AIA," the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced HIby AIA software at 17:03:10 ET on 06/10/2022 under Order No.2114332942 which expires on 06/09/2023, is not for resale, is licensed for one-time use only, and T 1may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.orgUser Notes: W529+8272) DocuSign Envelope ID: 7654A09C-FBDBJ137F-B540-D49C6F2BDIDF Sara.Hensley@cityofdenton.com With an additional copy to: Scott Gray City of Denton Airport Manager 215 East McKinney St.Denton_ TX 76201 (940) 349-7744 Scott.Gray(g}cityofdenton.com And with a copy to City Attorney’s point of contact:Mack Reinwand City of Denton215 East McKinney St.Denton. TX 76201 (940) 249-8333 Mack.Reinwand@cityofdenton.com If to Construction Manager: Gary AanensonCORE Construction Services of Texas, Inc.Vice President 6320 Research Road Frisco. TX 75033 garyaanenson@coreconstruction.com (214) 885-1039 S 14.5.8 All Exhibits referred to in this Agreement are, by reference, incorporated herein for all purposes. S 14.5.9 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. $ 14.5.10 The parties agree that they will execute any further instrument or instruments, and that they will perform any act or acts, which are or may become necessary to effectuate any of the terms or provisions of this Agreement. $ 14.5.11 Nothing contained in this Agreement shall create a contractual relationship with a cause of action in favor of a third party against either the Owner or Construction Manager. $ 14.5.12 This Agreement has been created jointly and ambiguity cannot be construed against either party. q 14.5.13 This Agreement is and shall be subject to those provisions required of political subdivisions by the laws of the State of Texas. The Construction Manager understands that the Owner is a Texas home rule municipality and that the project is subject to applicable provisions of Texas law including bid requirements, bonding, and final settlement provlslons. $ 14.5.14 Construction Manager understands that certain information, including this Agreement, are public recordsavailable for public inspection and copying under the Texas Open Records Act., Texas Government Code Ch. 552, as amended, and other applicable laws. S 14.5.15 The Owner represents that there are sufficient funds available to undertake this Project. S 14.5.16 No term or condition of the Agreement shall be construed or interpreted as a waiver. express or implied, of anyof the governmental or soveriRn immunities. rights, benefits, or protections of the Owner. $ 14.5.17 Construction Manager warrants that the products, processes, techniques and methodologies provided by Construction Manager shall not infringe upon the copyright, patent or other proprietary riRhts of others. Init.AIA Document A133'- - 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved . The -American Institute ofArchitects,” "AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced 49 by AIA software at 17:03:10 ET on 06/1 0/2022 under Order No.2114332942 which expires on 06/09/2023, is not for resale, is licensed for one-time use only, and TUmay only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.orgUser Notes: p(152348272) DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDIDF $ 14.5.18 Construction Manager certifies and warrants that no gratnities, 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. Construction Manager warrants that to the best of Construction Manager’s knowledge, there exists no actual or potential conflict of interest, and no financial or substantial interest as may be prohibited by Texas law, the Charter, or Code of Ethics of the City of Denton between Construction Manager andOwner $ 14.5.19 Construction Manager shall comply with the disclosure and reporting requirements in Local Government Code Chapters 171 and 176, and Texas Government Code Sec. 2252.908. Under Sec. 2252.908, if City Council approval is required to award this Agreement or if this Agreement has a value of at least $1,000,000, the City may not enter into the Agreement unless the Construction Manager submits a disclosure of interested parties to the City at the time the executed Agreement 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. $ 14.5.20 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. $ 14.5.21 Construction Manager understands and agrees that TIME IS OF THE ESSENCE. $ 14.5.22 This AgFeement may be executed by the parties hereto in separate counterparts, each of which when so executed and delivered shall be an original, but all such counterparts shall together constitute one and the same instrument. Each counterpart may consist of any number of copies hereof each signed by less than all, but together signed by all of the parties hereto . $ 14.5.23 Any of the representations, warranties, covenants, and obligations of the Parties, as well as any rights andbenefits of the Parties. pertaining to a period of time following the termination of this Agreement shall survive termination $ 14.5.24 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 the TexasGovernment 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 enerRy companies as defined by Section809.001 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, Ruidance, 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 the duration of this Agreement, as defined by Section 2274.001 of the Texas Government Code. 4.Certification of No Business with 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 affiliate Contractor, is acompany 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 foreignterrorist organization. ARTICLE 15 SCOPE OF THE AGREEMENT S 15.1 This Agreement represents the entire and integrated agreement between the Owner and the Construction Managerand supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Construction Manager. Init. / AIA Document A133’- -. 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute ofArchitects," "AIA,” the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. This document was produced JQby AIA software at 17:03:10 ET on 06/10/2022 under Order No.2114332942 which expires on 06/09/2023, is not for resale, is licensed for one-time use only, and TOmay only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org.User Notes: W52:P18272) DocuSign Envelope ID: 7654A09C-FBDBZ137F-B540-D49C6F2BDIDF S 15.2 The following documents comprise the Agreement: .1 AIA Document A133TI'L20j9, Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed MaximumPrice 2 .3 .4 .5 AIA Document A133TM-2019, Exhibit A, Guaranteed Maximum Price Amendment, if executedAL\ Document A133TM 2019, Exhibit B, Insurance and Bonds AIA Document A201 TM–2017, General Conditions of the Contract for Construction indicated below:Omitted (Insert the date of the E203 2013 incorporated into this Agreen'lent.) .6 Other Exhibits: (Check all boxes that apply.) []AIA Document E234TNL20j9, Sustainable Projects Exhibit, Construction Manager asConstructor Edition, dated as indicated below: (Insert the date of the E234-2019 incorporated into this Agreement.) Exhibit "C" – Scope of Work Exhibit "D" – Construction Manager’s Project Schedule Exhibit "E" – Construction Manager’s Soft Costs and Fee Exhibit "F" – Key Personnel Exhibit "G" – Confidentiality of the Project Exhibit "H" – Customary and Usual Labor RatesExhibit "I" – Rental Rates Exhibit " J" – Alternates with Costs and Expiration DatesExhibit "K" – Unit Costs Exhibit "L" – Allowances Exhibit "M" – Schedule of Values Exhibit "N" – Control Estimate # 01 Exhibit "O" – Escrow and FinancinR Conditions Exhibit "P" – Disputed Work ScheduleExhibit "Z" – Schedule of Exhibits []Supplementary and other Conditions of the Contract: Document Title Date Pages .7 Other documents, if any, listed below: (List here any additional documents that are intended to form part of the Contract Documents. AIA Document ,4201–2017 provides that the advertisement or invitation to bid, Instructions to Bidders, sampleforms, the Construction Manager’s bid or proposal, portions ofAddenda relating to bidding or proposal requirements, cmd other informationfurnished by the Owner in anticipation of receiving bids or proposals, are not part of the Contract Documents unless enumerated in this Agreement. Any such documents shouldbe listed here only if intended to be part of the Contract Documents.) This Agreement is entered into IN WITNESS WHEREOF, intending to be bound. the Parties have entered into this Agreement as of the day and year first written above. Init. / AIA Document A133n - 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute of Architects," "AIA,- the AIA Logo, and “AIA Contract Documents- are registered t[adema.rks and may not be ysed without per[niqsion. This docujlent was produced 44by AIA software at 17:03:10 ET on 06/1 0/2022 under Order No.2114332942 which expires on 06/09/2023, is not for resale, is licensed for one-time use only, and TTmay only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.orgUser Notes: PC)52348272) DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDI DF I OWNER ( Signature)CONSTRUCTION MANAGER ( Signature) (Printed name and title)W&*am'an&t+++e) Init. / AIA Document A133'- - 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute ofArchitects,- "AIA,” the AIA Logo, and “AIA Contract Documents" are registered trademarks and may not be used without permission. This document was producedby AIA software at 17:03:10 ET on 06/10/2022 under Order No.2114332942 which expires on 06/09/2023, is not for resale, is licensed for one-time use only, andmqy only be used in accordance with the AIA Contract Documents© Terms of Service. To report copyright violations, e-mail copyright@aia.orgUser Notes: @52348272) 45 DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDIDF THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and AUTHORIZED SIGNATURE Scott Gray Date: 6/14/2022SIGNATUREPRINTED NAME DIrector - Alrport & Fac11it1 es Printed Name: Gary Aanenson TITLE Title. vice President Fac111tl es Management 2148851039 DEPARTMENT PHONE NUMBER garyaanenson(3coreconstructi on . com EMAIL ADDRESS 2022–874133 TEXAS ETHICS COMMISSION ATTEST:CERTIFICATE NUMBER ROSrA_MQ,h£JTY SECRETARY CITY OF DENTON, TEXAS A Texas Municipal Corporation APPROVED AS TO LEGAL FORM:CITY ATTORNEY La PiERCITY MANAGER Init. / AIA Document A133n - 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The “American Institute ofArchitects,- "AIA,” the AIA Logo, and “AI A Contract Documents- are registered trademarks and may not be used without permission. This document was produced by AIA software at 17:03:10 ET on 06/1 0/2022 under Order No.21 14332942 which expires on 06/09/2023, is not for resale, is licensed for one-time use only, andmay only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@alaMUser Notes: W52:Pt8272) 46 DocuSign Envelope ID: 7654A09C-FBDBdj37F-B540-D49C6F2BDIDF Certification of Document’s Authenticity A//\® Document D401TM – 2003 I, Chris Squadr& hereby certify, to the best of my knowledge, information and belief, that I created the attached final document simultaneously with this certification at 17:03:10 ET on 06/10/2022 under Order No. 2114332942 from AIA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AIA® Document A133TM – 2019, Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price, as published by the AIA in its software, other than changes shown in the attached final document by underscoring added text and striking over deleted text. nrxRXF7r 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,-''AIAl- the AIA Logo, and “AIA Contract Documents” are registered trademarks and may not be used without permission. Ttlis document was produced by AIAsoftware at 17:03:10 ET on 06/10/2022 under Order No.2114332942 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, email copyright@aia.org.User Notes: W52B18272) 1 DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDIDF DENTON Exhibit “A“ Guaranteed Maximum Price Amendment To Be Determined Contingent on Owner Approval DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDIDF 'AURa F E '£F£imf”TMTIFICATE® ISMD AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THISCERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXrEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIESBELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHO@BIREPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. nsurance & Bonds the terms and conditions of the policy, certain poIIcies may require an endorsement. A statement on thIs certificate does not confer rIghts to thecertificate holder in lieu of such endorsement(s Glenn Allen Insurance and Surety Brokers , LLC W mA [A/C, No]5205 McClellan Dr mMADDRESS Frisco, TX 75036 iNSURER A : Arch Insurance Company INSURER(S) AFFORDING COVERAGE NAIC # 11150 38318INSUREDCORE Construction Services of Texas , Inc.INSURER c : Arch Indemnity Insurance Company INsuRER B : Starr Indemnity and Liability Company 6320 Research Rd iNSURER D : Arch Specialty Insurance Company 30830 21199 Frisco, TX 75033 INSURER E INSURER F : COVERAGES CERTIFICATE NUMBER: 65743339 REVISION NUMBER: 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 CLAIMS ' ITF I TyPE OF INSURANCE I-INSFII WVD I POLICY NUMBER I (MMMVY) I (MMr6iA ) I 03/01/2d 03/01/23 1 EA<,HOt,(,URREN(,EMPREMF E Ea occu n LIMITS x 1 COMMERCIAL GENERAL LIABIUTY CLAIMS-MADE 1 x 1 OCCUR $ 2,000 , 000 MED EXP (Any one person)$ 10,000 $ 2 ,000 , 000 $ 1 ,000 , 000 PERSONAL & ADV INJURY GENERAL AGGREGATE $ 4,000 , 000 GEN'L AGGREGATE LIMIT APPLIES PER:PRODUCTS . COMP/OP AGG I $ 41000 , 000 A ALrrOMOBiLE LIABILrrY LOC a4 0 0 $ 1 00BODILY INJURY (Per person) I $x 1 ANY AUTOALL OWNED F–1 SCHEDULEDAUTOS 1 1 AUTOSg HIRED AUTOS B] 18F88WNED eTmm–1=:Per accident) I v$ B 1000584947221 03/01/2 E X UMBRELLA LtAB $ 10 ,000, 000 DED [MR V AND EMPLOYERS' LIABILrrY Y / N gHIEEgfi4RJEE%ByEIBtBBEWcwIVE b] N / A(Mandatory in NH)If yes. describe underDESCRIPTION OF OPERATIONS below©araBW EXCESS LIAB CLAIMS-MADE AGGREGATE $ 10 ,000, 000 X X 44WC18946713 (AOS)mv I $ 41WC18896013 (FL) 03/01/2 03/01/2 03/01/23 rE.L. EACH ACCIDENT $ 1,000 ,000 E.L. DISEASE - EA EMPLOYEd $ 1 , ooo , ooo mP Tmma7$1®Am5T,HTME Denton Fire Station No . 9 , 5000 Airport Rd, Denton, TX 76207 City of Denton is named as additional insured with respect to general liability. CERTIFICATE HOLDER 9Denton Fire Station CANCELLATION City of Denton SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORETHE EXPIRATION DATE THEREOF NOTICE WILL BE DELIVERED INACCORDANCE wrrH THE POLICY PROVISIONS 215 E McKinney St Denton, TX 76201 ACORD 25 (2010/05)cfabrizius1 © 1988-2010 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD 65743339 DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDIDF , Insurance & Bonds AJCO_Rb' CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/WW)06/09/2022 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. 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).C 1Willis Towers Watson Midwest, Inc . M Willis Tower E-MArlADDRESS233 South Wacker Drive, Suite 2000Chicago, IL 60606 INSURER(S) AFFORDING COVERAGE NAIC # 11150 41718INSURED CORE Construction Services of Texas , Inc . INSURER A: ARCH INS CO INSURERB: ENDURANCE AMER SPECIALTY INS CO INSURER C 6320 Research Road INSURER D Frisco, TX 75033 INSURER E COVERAGES INSURER F THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIODINDICATED. 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 CLAIMS[Alaa3DF––––TT3tBMTPmLTY–£nPOLICY NUMBER 1 (MI$11Mrw) I (MM/66MY) I UMITS CERTIFICATE NUMBER: 65743383 REVISION NUMBER: TYPE OF INSURANCE COMMERCIAL GENERAL LIABILITY CLAIMS-MADE E I OCCUR EACH OCCURRENCE 1 $PREMI iES (Ea occurrence) I $MED EXP (Any one person) I $ GEN'L AGGREGATE LIMIT APPLIES PER: POUCY []FE3 [] LOC PERSONAL & ADV INJURY I $ GENERAL AGGREGATE $ OTHER: AUTOMOBILE LIABILITY PRODUCTS - COMP/OP AGG I $ mLnm–IT:Ea accident) I ' e $ ANY AUTO OWNEDAUTOS ONLYHIREDAUTOS ONLY SCHEDULEDAUTOSNON-OWNEDAUTOS ONLY BODILY INJURY (Per accident) I $mr–IT:Per accident) 1 + Ft ULIAB TXTV EXCESS UAB II CLAIMS_MADE UX3000066-00 03/01/22 03/01/23 $ EACH OCCURRENCE AGGREGATE $ 15,000,000 $ 15, 000 ,000 DED 1 1 RETENTIONWORK€MrgENSATION AND EMPLOYERS' LIABILrrY Y / N aPIPCREOR7Mg£f&TLEIEDRB'ECUTIVE B] N/ A(Mandatory in NH)If ves. describe underD£SCRIPTION OF OPERATIONS belowB 1 Excess Liability $ E.L. EACH ACCIDENT I $ ELDIOO06480607 03/01/22 E.L. DISEASE - POLICY LIMIT I $ 03/01/23 1 Occurrence E.L. DISEASE . EA EMPLOYEEI $ Aggregate 1 15 ,000 , ooo Denton Fire Station No . 9, 5000 Airport Rd, Denton, TX 76207 Excess liability follows form over the underlying subject to the terms and conditions of the excess policy. CERTIFICATE HOLDER Denton Fire Station No . 9 CANCELLATION City of Denton SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORETHE EXPIRATION DATE THEREOF NOTICE WILL BE DELIVERED INACCORDANCE wrrH THE POLICY PROVISIONS. 215 E McKinney St AUTHORIZED REPRESENTATIVE Denton, TX 76201 ACORD 25 (2016/03)CFabrizius65743383 © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD DocuSign Envelope ID: 769tA09C-FBDB437F-B540-D49C6F2BDIDF . Insurance & Bonds Policy #41 PKG88961 13 COMMERCIAL GENERAL LIABILITYCG 20 01 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. PRIMARY AND NONCONTRIBUTORYOTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PARTLIQUOR LIABILITY COVERAGE PARTPRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART The following is added to the Other InsuranceCondition and supersedes any provision to thecontrary: Primary And Noncontributory Insurance This insurance is primary to and will not seekcontribution from any other insurance available toan additional insured under your policy providedthat (2) You have agreed in writing in a contract oragreement that this insurance would be primary and would not seek contributionfrom any other insurance available to theadditional insured. (1) The additional insured is a Named Insuredunder such other insurance; and CG 20 01 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6£ lunE u - _ Insurance & Bonds POLICY NUMBER: 41PKG88961 13 COMMERCIAL GENERAL LIABILITYCG 20 10 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED – OWNERS, LESSEES ORCONTRACTORS – SCHEDULED PERSON ORORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s)Or Organization(s' WHERE REQUIRED BYWRITrEN CONTRACT EXCEPT THOSE INCLUDED UNDER A SEPARATE ADDITIONAL INSURED ENDORSEMENT ISSUED TO A SPECIFIC ENTITY. Location(s) Of Covered Operations Information required to complete this Schedule, if not shown above, will be shown in the Declarations. CG 20 10 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 2 DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDIDFExhibit tB' - Insurance & Bonds A,Section II - Who is An Insured is amended to include as an additional insured the person(s) ororganization(s) shown in the Schedule, but onlywith respect to liability for "bodily injury", "property damage" or "personal and advertising injury"caused, in whole or in part, by: 1.All work, including materials, parts orequipment furnished in connection with suchwork, on the project (other than service,maintenance or repairs) to be performed by oron behalf of the additional insured(s) at the location of the covered operations has beencompleted; or1. Your acts or omissions; or 2. The acts or omissions of those acting on yourbehalf.2. That portion of "your work" out of which theinjury or damage arises has been put to its intended use by any person or organizationother than another contractor or subcontractor engaged in performing operations for aprincipal as a part of the same project. C. With respect to the insurance afforded to theseadditional insureds, the following is added toSection III – Limits Of Insurance: in the performance of your ongoing operations forthe additional insured(s) at the location(s)designated above. However: 1.The insurance afforded to such additional insured only applies to the extent permittedby law; and If coverage provided to the additional insuredis required by a contract or agreement, theinsurance afforded to such additional insured will not be broader than that which you arerequired by the contract or agreement toprovide for such additional insured. If coverage provided to the additional insured isrequired by a contract or agreement, the most wewill pay on behalf of the additional insured is theamount of insurance: 2. 1. Required by the contract or agreement; or 2. Available under the applicable Limits ofInsurance shown in the Declarations; whichever is less.B.With respect to the insurance afforded to theseadditional insureds, the following additionalexclusions apply:This endorsement shall not increase the applicable Limits of Insurance shown in theDeclarations.This insurance does not apply to "bodily injury"or "property damage" occurring after: Page 2 of 2 © Insurance Services Office, Inc., 2012 CG 20 10 04 13 DocuSlgn Envelope ID: 7654A09C-FBDB437F-B540-D49C6FxTEl\ D' - Insurance & Bonds POLICY NUMBER: 41PKG88961 13 COMMERCIAL GENERAL LIABILITYCG 20 37 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED – OWNERS. LESSEES ORCONTRACTORS – COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PARTPRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s)Or Organization(sI Location And Description Of Completed Operations WHERE REQUIRED BYWR11-rEN CONTRACT EXCEPT THOSE INCLUDED UNDER A SEPARATE ADDITIONAL INSURED ENDORSEMENT ISSUED TO A SPECIFIC ENTITY. Information required to complete this Schedule, if not shown above, will be shown in the Declarations CG 20 37 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 2 DocuSign Envelope ID: 7654A09C-FBDBZ137F-B540-D49C6F2BDI DF- ' bxnrDrt '8' - Insurance & Bonds A.Section II – Who is An Insured is amended to include as an additional insured the person(s) ororganization(s) shown in the Schedule, but only with respect to liability for -bodily injury" or"property damage" caused, in whole or in part,by "your work" at the location designated anddescribed in the Schedule of this endorsement performed for that additional insured and included in the "products-completed operationshazard". B.With respect to the insurance afforded to theseadditional insureds, the following is added toSection III – Limits Of Insurance: If coverage provided to the additional insured isrequired by a contract or agreement, the most wewill pay on behalf of the additional insured is theamount of insurance: 1. Required by the contract or agreement; or However:2. Available under the applicable Limits ofInsurance shown in the Declarations; whichever is less.1.The insurance afforded to such additional insured only applies to the extent permittedby law; and If coverage provided to the additional insuredis required by a contract or agreement, theinsurance afforded to such additional insured will not be broader than that which you arerequired by the contract or agreement to provide for such additional insured. This endorsement shall not increase the applicableLimits of Insurance shown in the Declarations.2. Page 2 of 2 © Insurance Services Office, Inc., 2012 CG 20 37 04 13 DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDIDF _ _ _ nE,iirlilt 'n- - Insurance & Bonds POLICY NUMBER: 41 PKG8896113 COMMERCIAL GENERAL LIABILITYCG 24 04 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERYAGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PARTELECTRONIC DATA LIABILITY COVERAGE PARTLIQUOR LIABILITY COVERAGE PARTPOLLUTION LIABILITY COVERAGE PART DESIGNATED SITESPOLLUTION LIABILITY LIMITED COVERAGE PART DESIGNATED SITESPRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PARTRAILROAD PROTECTIVE LIABILITY COVERAGE PARTUNDERGROUND STORAGE TANK POLICY DESIGNATED TANKS SCHEDULE Name Of Person(s) Or Organization(s):ANY PERSON OR ORGANIZATION WHERE WAIVER OF OUR RIGHT TO RECOVER ISPERMITrED BY LAW AND IS REQUIRED BY WR11–rEN CONTRACT PROVIDED SUCHCONTRACT WAS EXECUTED PRIOR TO THE LOSS Information required to complete this Schedule, if not shown above, will be shown in the Declarations The following is added to Paragraph 8. Transfer OfRights Of Recovery Against Others To Us ofSection IV - Conditions: We waive any right of recovery against the person(s)or organization(s) shown in the Schedule abovebecause of payments we make under this CoveragePart. Such waiver by us applies only to the extent thatthe insured has waived its right of recovery againstsuch person(s) or organization(s) prior to loss. Thisendorsement applies only to the person(s) ororganization(s) shown in the Schedule above. CG 24 04 1219 © Insurance Services Office, Inc., 2018 Page 1 of 3 DocuSign Envelope ID: 76MA09C-FBDBJ+37F-B$+0-D49C6F2BDI DF 31 - Insurance & Bonds SUPPLEMENT TO CERTIFICATE OF INSURANCE NAaEE[iH}H£BBEngbIRE Cons of TB!!FI: DATE 06/09/2022 SUPP (10/00) DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDIDF Exhibit 'C' Scope of Work City of Denton - Fire Station No. 09 June 8. 2022 Drawing PROJECT MANUAL Fb 9scrintion D DRAWINGS S t a 1nn P D a t e B :e N Not Nii=r iNot Numm) i mEEm First Floor Plan -STcoTcFnoTPlan emm) Tm7l:mT–mIn 21gM 21 -Feb-22 21 -Feb-22 ADDENDUMS Description Date Stamn Date D Page 1 of 1 ggL=1g p2bg ig11 1:giT : a)DUa)aC)LALIr)a) ?] Ig )+ a; g)><aBIg aIr\IN (\ or) carne eq V NN eNRICHS $ $ $ $ $ $ $ $ $ $ $ S S S Ss $ $ $ s s s = s : e s $ $ $ $HI hI FI BIbjefrI 3 sE BpI HpI pI rlg giBB : gee - g gig gg g gna 0r\I \b !)1frI LI aj3aVI3 jaL/) a0IIOa an+Ja0C) LLaaoneuLL10Oa)'+a6'+LAonI fba)'+rhanoLL C1)a)8qK)CObA >CLUCa)tBaC)0a a)f)0a) t)C30t) c g o e : a3 0 B &O U ag 8 S © = IKE$ A .gP q u Q- N bE hOn S = \J O O B { g :!!!gg;geC) C.Q R$ BE} } { a gEatrI ,a IL GO\00bJg Fgba00BB(Dca fi !iTa)C'aE3a tBU'=a =IIE B EaalI a LUdICaE3aI':(BaVaE I a e LU C'AE3a tB = YIEI iS': a) U'l al0U,= I 8al E aga all El A !)'R 3 'E eS [ IA & &aaE $ a aaISE I V)Et:1/)aiIalV)I atC 6a 11 I g gInIAlina3 = ;IeiT aa = • In a a a3iIB6/gIrd_SIBi a EaEld)C'6E3aI a)C a :aaac I I aia +1C isIa) !VCaVg Ebg gI;1 IJ4)iTA4) •=a 4)3aCaC) H gUCaVI[g-I ata-aI R ja)==HI3Ua)a()G/) andC)C)g’a,thBbla)bOegaCSEE0HEVaUVIa0C) r\Ia\Ii:103E a;aaTa)E & (Y)(XI\fr)\fr) dE aS'\en a)a}- (VIfbI'\.0pI-\,FIa)3t- frIr\I-\.qral'\,q-I aJaF- Cr)HI\FIfrI\pI a)3t- fr)nI\NT-I'\.CbI LE cr)nI'\.FthI-\,HIa)3b- fT)(\I-\,N-\fr)a)3b El\S dE A)r\Ia-fr)-\.cr)3JC1- FrIr\I-\,qr- \qra)31- frIalq\.t-IfbI'\.qr LI F)al\qr\Ln3£1- fr) (XI'-\b\n10laa)3 fr)r\I-\.an\10 dE tV)al'\.bal'\rlpIaaE cr)eN\Xr\1-\Lna)31- cr)r\Iq\.LnnJq\.Ln3£b- A)(XI'\.10q-I ca LE cr)fbI\(Nel'\.bUa)B fr)r\I\,nI\00Ua)3 fr)fbIcapI--\00UG)B tV)eN ;b-HI''\00 (Y)nI\LnfN'\.00 cr)fbI--\HI(\I-\.an3£1- cr)r\IcaIN-\.0HIaJCt- cr)(\I-\.10pI\FtpIa£1- CT)fbI\br\1\pI T-1C0E trIal;aal-\61HIa) 1: fr)al'-\el00 dE fr)r\1U-\10IN-\.nIHIa)31- h+=) TH=AED r\1(\I-\.10r\I;}rlC0E tHt\1aT \pIa0E fr)r\1\Xan--\HIC0E frIal\bT-IT-I\q-Ilag fr)r\1\FIT=1-\.pIUa)B frIfbI--\Lnr\1-\.pIlaa)3 frIfNand-\.r\IC0E fr)(XI-\r\1(N\r\1laa)B ITIff)NnIXh.q\IS S fr)r\I\Xsrr\I-\.cr) Lt fr)(XI\\Ln\hqrlaa)B fr)fbI\XLn\qFlaa)B fr)r\1\\fr)\hLnlaa)3 fr)al-\.Ln-\.Ln U- fr)t\1\,in\hqrlaa)B fr)(XI'\.Ln-\,qFDa)3 fr)n\I\\00r\I\.qr- Lt frI(\1\10(\I\\Ln LE fr)r\1 irTFI-\.10C0E fr)r\I\Xfr)T-1\b3ab- fr)fbI\fr)\00aa}- fr)r\I\\HI'\00a)3b fr)fbI\\pIfbI\00C0E fr)al\X00fbI-\.00C0E cr)(1r\I(XI-\,an Lt fr)(\I\\bnIa-HI El fr)fbI\\bT-IiTpI dE inNi-li:CaE fr)r\1\qr(\Iq\.bC0E fr)al\\00(XI--\e-IHIal3F- g inaE &0a\I\\b(1fr) LE aj &a 3aal li iii } } iii iii iii iii iii } iii iii iiiRgN sta :INS Ran a FIle }as RR !as !assn SKI tang MHI + CaaeDCB5on3JC a)aTal£C)a) '( CDalU3UCV) >(aaa£Aa)3 LLaaonalLL10C)a)qa6 iSonIfNa)IonaonLL cba)0 <qK)10baa)al0gCLUCa)tB3C)0a C)C)CCD30 CD <aC30aa'\==Pb ToaCa) (aaTha) >aC)a)De a;X0onla0ga) (aaDaal10aQE0Ua) 'EaF- S 'F) (aC) a)LUa noC E3EDC30 rD Z)laC3 a)C/)aSLL-\LU\a-\E CEnoa0QClaCOa)JC aJ >0 LU-\a-\EVIC0 toaCa)aACC)a)a rD E arDEE tFl BaC/)aCaUbOCla3an30 >rD,J a/ inV) Eal C# CD'Ua)alcr) CD C a gE tFl ii'D 5a) in (atXC VIal10C) a)aTa ah==a n©ala) IDFC)3 a/ MgUl noCaC)a)a CDUE rD7)C C0 To fa CC \/C/)6a T<Ul a) faaU CD = o3 a0a rDE iIDa)on a)la CO CD 30a hOCECO dEla3a CD3E Ul\ha-\E CabO30acn(a3 E(aao3a)3 i<}-aialCOt- !/)B0a >COaDalal < COa/C C/)C/)a11-\Ula\\E Je6B 5 MCD C V)a)UCtU <a)aT =C)t/) i a) aIU '\ tIa 24t/) t)3a V)a9RlaeaaLL rD a bOC10IE i alD (aa/C)g = noC 00LL b)ra C alUC10raono3 a)t- JOCOar Baa hDCLIe00De V)alEV)'=iT E bE +tJ <0 alC0iiS 00B111 > 'Njm let '„ I 'o iN laI allo ip INi hIv'') I'D I'nl 'nI'ni 'nl'r) IM) IVIV IVIV it a labLr) Itf)r\I\D DocuSign Envelope ID: 7654A09C-FBDB2137F-B540-D49C6F2BDIDFduKE SUBMITTAL CM AR'S FEE PROPOSAL Exhibit "E" - Construction Manager's Soft Costs and Fee Denton Fire Station No. 9 Fee Proposal Detail X Description Fire Station No. 3 - CMAR's Fee CMAR's Preconstruction Fee Item # 1.000 1 .A Unit IL e nit Cost Total Cost 1 .A.1 1 .A.2 1 .A.3 1 .A.4 1 .A.5 Construction Cost Estimating & Value Analysis\VE Scheduling, Phasing & Logistics Plannins Constructability Reviews Subcontractor Procurement & Scope Validation Meetings, Conference Calls\Video & Travel Time Other Preconstruction Services 1 LS 25,000 25,000 INCLUDED INCLUDED INCLUDED INCLUDED No Cost Required byOwner or CMAR 25,000 LS LS LS LS 1 .A.6 1 .A CMAFts Preconstruction Fee- Subtotal LS CMAR's Construction Fee 1.B.1 Home Office Overhead l LS 315,000 315,000 INCLUDED No Cost Required byOwner or CMAFI 315,000 340,000 1 .B.2 Home Office Profit LS CMAR's Construction Fee. Subtotal 1.A + 1.B 1 CMAR's Total Fee LS –[-=T'= Other Construction Fees Page 1 of 1 DFS9 CMAR Fee Cost Proposal CORE @ 2018 All Rights Reserved by Peak PRogram Value. LLC City of Denton I Fire Station 9 1 RFQ #7967 i Step Two 1 CORE DocuSign Envelope ID: 761 IDBzt37F-B540-D49C6F2BDI DFbURE auDIVI ITTAL CM AR'S COST PROPOSAL DETAIL Exhibit "E't - Construction Managerts Soft Costs and Fee City of Denton Fire Station No. 9 Cost Proposal Detail ©8alil]gReEnER ager's W©ft Costs arIa@mx Description @©tl Total Cost 2.000 FS # 3 CMAR's Proposa1 of Costs to Be Reimbursed (Not to Exceed Topset) 2.A Insurance 2.001 Performance & Payment Bonds Maintenance Bond 60,300 3000 60,300 3,000 By Owner 90,000 INCLUDED INCLUDED 2.002 2.003 2.004 Builder's Risk Insurance General Liability Insurance Professional Liability Insurance Pollution Liability Insurance 2.o07 1 Excess\Umbrella Liability Insurance 1 1 LJ I INCLUDED 2.o08 1 Other Insurance Requirements 1 1 LS 1 1 NoCost Required by Owner orCMAR 2.o09 1 sub€.ontrat..torDefaultlnsurant..e 1 11 LS 1 1 No Cost Required.by Owner or CMAR Note: A11 bonds & insurance should assume a CMAR's total contract amount for FS # 3 of $ 7,051,326 w/o owner contingencys I r 2.B CMAR's Onsite Staff 90,000 2.005 2.006 2.009 Project Manager Project Superintendent Assistant Superintendent Mechanical/Electrical Coordinator MO 236,250 2.010 MO 246,094 No Cost Required by Owner or CMAR No Cost Required by Owner or CMAR No Cost Required by Owner or CMAR No Cost Required by Owner or CMAR No Cost Required by Owner or CMAR No Cost Required by Owner or CM AR No Cost Required by Owner or CMAR No Cost Required by Owner or CMAR No Cost Required by Owner or CMAR No Cost Required by Owner or CMAR No Cost Required by Owner or CMAR No Cost Required by Owner or CMAR No Cost Required by Owner or CMAR No Cost Required by Owner or CMAR 2.011 MO 2.012 MO 2.013 2.014 Working Foreman Project Engineer MO MO 2.015 Project Manager Field Engineer MO MO2.016 2.017 Field Estimator General Laborer MO MO2.018 2.019 Timekeeper Field Office Manager Warehouse Manager MO MO2.020 2.021 MO 2.022 2.023 Field Secretal Other On-site Contractor Staff MO LS 2.024 Project Accountant MO Page 1 of 5 DFS9 CMAR Fee Cost Proposal CORE © 2016 All Rights Reserved by Peak PRogram Value. LLC City of Denton I Fire Station 9 1 RFa #7967 1 Step Two 1 CORE C-FBDB437F-B540-D49C6F2BDIDFbURES-O'bMITTAL CM AR’S COST PROPOSAL DETAIL Exhibit "E" - Construction Manager's Soft Costs and FeeCity of DentonFire Station No. 9Cost Proposal Detail Item #Description Quantityl Unit 1 Unit Cost Total Cost 2.025 2.026 2.027 2.B 2.C Project Coordinator Safety Manager QA/QC Manager 1 ,500 13.51 MO 1 1,200 13.51 MO 1 1.000 CMAR's Estimated Cost of Onsite Staff - Subtotal CMAR's Onsite Reimbursable Expenses 13.51 MO 20,250 16,200 13,500 532,294 Mahili7ati 2.024 2.025 2.026 2.027 2.028 2.029 2.030 2.031 2.032 2.033 2.034 2.035 2.036 2.037 2.038 Field Engineering Equipment LS LS LS MO MO MO MO LS LS LS LS LF MO EA EA BY SUBCONTRACTOR(S BY SUBCONTRACTOR(S BY SUBCONTRACTOR(S 20,250 6,750 10,125 No Cost Required by Owner or CMAR 10,000 5,000 BY SUBCONTRACTOR(S BY SUBCONTRACTOR(S BY SUBCONTRACTOR(S) 10,125 1 ,250 BY SUBCONTRACTOR(S Site Surve' Layout Within Site Office Trailer 13.5 13.5 13.5 1 1 1 ,500.00 500.00 750.00 Office Supplies &lment Storage Trailer Warehouse Set Up Onsite Office Set Up Onsite Storage\Laydown Areas 10,000.00 5,000.00 Set Up Onsite Parkin! Temporary Roadways Temporary Fencin! Temporary Toilets Project Sign 13.5 1 750.00 1 ,250.00 All Other Temporary Project Site Sjgnage Safety 2.038 2.039 2.040 2.041 2.042 2.043 2.044 2.045 2.046 Safety Equipment 1 13.5 13.5 1 LS MO LS EA LS MO LS LS LS 3,500.00 150.00 3,500 2,025 BY SUBCONTRACTOR(S 1 ,013 13,650 EXCLUDED BY SUBCONTRACTOR(S BY SUBCONTRACTOR(S BY SUBCONTRACTOR(S First Aid Supplies Fire Protection Fire Extinguishers Fall Protection Third Party Safety Inspections 75.00 13,650.00 Temporal Barricades Traffic Control Page 2 of 5 DFS9 CMAR Fee Cost Proposal CORE City of Denton I Fire Station 9 1 RFQ #7967 1 Step Two 1 CORE © 2016 All Rights Reserved by Peak Pbqram Value, LLC DocuSign Envelope ID 7654A09C-FBDB437F-B540-D49C6F2BDI DFbUlIILS-O'bMIT’B AL CM AR’S COST PROPOSAL DETAIL Exhibit "E" - Construction Managerts Soft Costs and Fee City of DentonFire Station No. 9Cost Proposal Detail Description @©Total Cost 2.047 1 Security\Watchman Services 2.048 1 Temp Walls and Enclosures Utilities MO MO EXCLUDED BY SUBCONTRACTOR(S 2.048 2.049 2.050 2.051 2.052 2,053 2.054 2.055 Install Temporary Electric Service at Site Office Install Temporary Teledata Service at Site Office Install Temporary Water & Sewer Service at Site Install Temporary Gas Service at Site Ongoing Electric Charges for the Site Office Ongoing Teledata Charges for the Site Office Ongoing Water & Sanitary District Charges Ongoing Gas Utility Charges (exluding Temp Hei Ongoing Expenses Jobsite Cell Phone(s) for Site Staff IT Expenses for Staff Project Schedule Setup & Maintenance BIM Model Setup & Maintenance Project Extranet Setup & Maintenance Project Photo Documentation Video\Webcam Documentation Employee Parkin! Home Office Travel Costs Moving & Subsistence Additional Plans & Specs during Construction Shipping, Couriers, & Postage Project-specific Delivery & Hauling to\from Site Temporary Radios Temporary Wiring & Lights Water, Ice & Cups Ladders & Stairs Erosion Control LS LS LS LS MO MO MO MO BY SUBCONTRACTOR(S No Cost Required by Owner or CMAR BY SUBCONTRACTOR(S) BY SUBCONTRACTOR(S 6,750 No Cost Required by Owner or CMAR 3,375 4,050 13.5 13.5 13.5 500.00 250.00 300.00 2.056 2.057 2.058 2.059 2.060 2.061 2.062 2.063 2.064 2.065 2.066 2.067 2.068 2.069 2.070 2.071 2.072 2.073 13.5 MO MO LS LS LS WK MO MO LS LS LS MO LS LS MO MO LS LS 400.00 5,400 INCLUDED INCLUDED 10,000 11 ,250 1 ,463 INCLUDED BY SUBCONTRACTOR(S No Cost Required by Owner or CMAR No Cost Required by Owner or CMAR 2,500 675 BY SUBCONTRACTOR(S No Cost Required by Owner or CMAR BY SUBCONTRACTOR(S) 675 BY SUBCONTRACTOR(S BY SUBCONTRACTOR(S 10,000.00 11 ,250.00 25.00 1 58.5 1 13.5 2.500.00 50.00 13.5 50.00 Page 3 of 5 DFS9 CMAR Fee Cost Proposal CORE City of Denton I Fire Station 9 1 RFQ #7967 1 Step Two 1 CORE © 2016 All Rights Reserved by Peak Ptrogram Value. LLC C-FBDB-437F-B540-D49C6F2BDI DFUVF(IE S-D'bMITTAL CM AR’S COST PROPOSAL DETAIL Exhibit "E" - Construction Manager's Soft Costs and FeeCity of DentonFire Station No. 9Cost Proposal Detail Item #Description Quantityl Unit 1 Unit Cost Total Cost 2.074 2.075 2.076 2.077 2.078 2.079 2.080 2.081 2.082 2.083 2.084 2.085 2.086 2.087 Shorinl Weekly Clean-ul Final Clean-ul Dumpster Rental LS WK sf MO EA MO LS LS SF MO MO MO MO MO BY SUBCONTRACTOR(S 23,400 BY SUBCONTRACTOR(S 1 ,350 29,700 BY SUBCONTRACTOR(S BY SUBCONTRACTOR(S BY SUBCONTRACTOR(S) BY SUBCONTRACTOR(S 19,950 No Cost Required by Owner or CMAR 7,125 No Cost Required by Owner or CMAR BY SUBCONTRACTOR(S' 58.5 13.5 66 400.00 100.00 450.00Dumpster Pulls Temporary Generator Misc. Power Equipment Equipment Repairs & Maintenance Temporary Partitions Pick-Up Rental Automobile Rental Pick-Up Fuel & Maintenance Automobile Fuel & Maintenance 28.5 28.5 700.00 250.00 Water Truck Hoisting & Material Management 2.088 2.089 2.090 2.091 2.092 2.093 2.094 2.095 2.096 2.097 2.098 2.099 Forklift Renta LS LS WK LS WK LS LS LS MO LS LS LS BY SUBCONTRACTOR(S Cost Required by Owner or CMAR BY SUBCONTRACTOR(S BY SUBCONTRACTOR(S Cost Required by Owner or CMAR Cost Required by Owner or CM AR Cost Required by Owner or CMAR Cost Required by Owner or CMAR Cost Required by Owner or CMAR BY SUBCONTRACTOR(S) BY SUBCONTRACTOR(S BY SUBCONTRACTOR(S Tower Crane Rental/Mobilization/Demobilization No No No No No No Hydro-Crane Rental Other Crane Costs Material Hoist Personnel Hoist Erect Hoists Hoist Landings Temporary Hoist Operation Hoisting for Subs Scaffoldinl Other Hoisting & Materials Management Costs Temporary Protection of the Work 2.100 2.101 Temporary Site Protection not w/Erosion Contra Temporary Building Protection LS WK BY SUBCONTRACTOR(S BY SUBCONTRACTOR(S Page 4 of 5 DFS9 CMAR Fee Cost Proposal CORE City of Denton I Fire Station 9 1 RFQ #7967 1 Step Two 1 CORE © 2016 All Rights Reserved by Peak Ptrogmm Value, LLC 7654A09C-FBDB437F-B540-D49C6F2BDI DFDocuSign Envelope ID bUN IL S-O'iMITTAL CM AR’S COST PROPOSAL DETAIL Exhibit "Ef ' - Construction Manager's Soft Costs and FeeCity of DentonFire Station No. 9 Cost Proposal Detail Item #Description Quantity Unit 1 Unit Cost Total Cost 2.102 2.103 2.104 2.105 Temporary Building Heat not w/Gas Charges Dewatering System & Other Water Removal Snow Removal Other Protection of Work Items Testing WK LS LS WK BY SUBCONTRACTOR(S BY SUBCONTRACTOR(S BY SUBCONTRACTOR(S BY SUBCONTRACTOR(S 2.106 2.107 2.108 2.109 2.110 Soil Testinl Concrete Testing LS LS LS LS LS BY OWNER BY OWNER BY OWNER BY OWNER BY OWNER Masonry Testin! Weld Testing Other Materials Testing Permits & Fees 2.111 2.112 2.113 2.114 2.115 2'116 2.117 2.118 Building Permit LS LS LS LS LS LS LS LS BY OWNER BY OWNER BY OWNER BY OWNER Plan Check Fee Water Tap Fees Sanitary Sewer Tap Fees Elevator Permit & Inspections Mechanical & Electrical Permits & Inspections Health Department Permits & Inspections Other Government Fees\Permits Required for FCO Other CMAR Onsite Reimbursable Costs BY SUBCONTRACTOR(S BY SUBCONTRACTOR(S) BY SUBCONTRACTOR(S BY SUBCONTRACTOR(S) 2.119 2.C 2.000 Other CMAR's Onsite Costs Needed for the Work 1 LS CMAR's Estimated Onsite Reimbursable Expenses - Subtotal CMAR's Total Proposed Costs to Be Reimbursed NOT IN PROJECT 211 ,350 896,944 Page 5 of 5 DFS9 CMAR Fee Cost Proposal CORE City of Denton I Fire Station 9 1 RFQ #7967 1 Step Two 1 CORE © 2016 All Rights Reserved by Peak Ptrogmm Value, LLC Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDIDFbUlIE 8unMI I IAL FEE AND COST PROPOSAL SUMMARY Exhibit 'IE" - Construction Manager's Soft Costs and Fee City of Denton'sFire Station # 09 CMAR RFP CMAR's Fee Fee & Cost Proposal Summary x Item # 1 Fire Station No. 3 1.000 CMAR's Fee Summary r Total Cost 1 .A 1 .B 1.000 2.000 Construction Team's Preconstruction Fee Construction Team's Construction Fee CMAR's Total Fee Proposal CMAR's Cost Proposal Summary 25,000 315,000 340,000 2.A 2.B 2.C 2.000 Insurance Onsite Staff Onsite Reimbursable Expenses CMAR's Total Cost Proposal CMAR's FEE + COST PROPOSAL 153,300 532,294 211 ,350 896,944 1 ,236,944 City of Denton I Fire Station 9 1 RFQ #7967 i Step Two 1 CORE nHMENT 'F'A TT ADocuSign Envelope ID: 7654A09C-FBDBz}37F-B540-D49C6F2BDIDFKey Personnel KEY PERSONNEL FORM The submittal shall include at a minimum the information requested in Attribute 7 Offeror’s Key Personnelsection. 7. Provide a separate project staffing plan for the proposed team, itemized by name, position and personnel hours dedicated to this project per month through 31 DEC 2023. The format for this submittal is atthe discretion of the candidate, and shall also show each staff member’s current and anticipated commitment(s) to other projects, also through 31 DEC 2023. Nichole Kotsur.Vice President. Public Safety Jeff Jackson, Project Director Josh Huneycutt,Project Manager Robert Saenz, Superintendent Steven Normand,Dir. of PreConstruction Danielle Williams, Dir.of Virtual Construction Fire Station 9: 0 hours Other Projects:160 hours Fire Station 9: 20 hours Other Projects: 140 hours Fire Station 9: 0 hours Other Projects:160 hours Fire Station 9: 0 hours Other Projects:160 hours Fire Station 9: 40 hours Other Projects:120 hours Fire Station 9:0 hours Other Projects160 hours 06/2022 Fire Station 9:0 hours Other Projects:160 hours Fire Station 9:20 hours Other Projects:140 hours Fire Station 9: 20 hours Other Projects:140 hours Fire Station 9:0 hours Other Projects:160 hours Fire Station 9: 40 hours Other Projects:120 hours Fire Station 9:0 hours Other Projects:160 hours 07/2022 Fire Station 9:0 hours Other Projects:160 hours Fire Station 9: 20 hours Other Projects: 140 hours Fire Station 9: 20 hours Other Projects:140 hours Fire Station 9: 0 hours Other Projects:160 hours Fire Station 9: 40 hours Other Projects:120 hours Fire Station 9:0 hours Other Projects:160 hours 08/2022 Fire Station 9: 0 hours Other Projects:160 hours Fire Station 9: 20 hours Other Projects: 140 hours 1 9. 20 hours Other Projects:140 hours Fire Station 9: 0 hours Other Projects:160 hours Fire Station 9: 40 hours Other Projects:120 hours Fire Station 9: 0 hours Other Projects160 hours 09/2022 Fire Station 9: 20 hours Other Projects:140 hours Fire Station 9: 40 hours Other Projects:120 hours Fire Station 9: 20 hours Other Projects:140 hours Fire Station 9:0 hours Other Projects:160 hours Fire Station 9:40 hours Other Projects:120 hours Fire Station 9:40 hours Other Projects:120 hours 10/2022 Fire Station 9: 20 hours Other Projects: 140 hours Fire Station 9: 40 hours Other Projects: 120 hours Fire Station 9: 160 hours Other Projects:0 hours Fire Station 9: 160 hours Other Projects:0 hours Fire Station 9: 40 hours Other Projects:120 hours Fire StatFon©20 hours Other Projects:140 hours 11/2022 Fire Station 9: 20 hours Other Projects: 140 hours Fire Station 9:40 hours Other Projects: 120 hours Fire Station 9: 160 hours Other Projects:0 hours Fire Station 9: 160 hours Other Projects:0 hours Fire Station 9:40 hours Other Projects:120 hours Fire Station 9:20 hours Other Projects:140 hours 12/2022 Fire Station 9: 10 hours Other Projects:150 hours Fire Station 9: 20 hours Other Projects:140 hours Fire Station 9: 160 hours Other Projects:0 hours Fire Station 9: 160 hours Other Projects:0 hours Fire Station 9:0 hours Other Projects:160 hours Fire Station 9:20 hours Other Projects:140 hours 01/2023 Fire Station 9: 10 hours Other Projects:150 hours Fire Station 9: 20 hours Other Projects:140 hours Fire Station 9: 160 hours Other Projects:0 hours Fire Station 9: 160 hours Other Projects:0 hours Fire Station 9: 0 hours Other Projects:160 hours Fire Station 9: 20 hours Other Projects140 hours 02/2023 Fire Station 9: 10 hours Other Projects: 150 hours Fire Station 9: 20 hours Other Projects:140 hours Fire Station 9: 160 hours Other Projects:0 hours Fire Station 9: 160 hours Other Projects:0 hours Fire Station 9:0 hours Other Projects:160 hours Fire Station 920 hours Other Projects140 hours 03/2023 Fire Station 9: 10 hours Other Projects:150 hours Fire Station 9: 20 hours Other Projects:140 hours Fire Station 9: 160 hours Other Projects:0 hours Fire Station 9: 160 hours Other Projects:0 hours Fire Station 9:0 hours Other Projects:160 hours Fire Station 90 hours Other Projects160 hours 04/2023 City of Denton I Fire Station 9 1 RFa #7967 1 Step Two 1 CORE Do;;;Sm;B;l@KT7F-B540-D49C6F2BbnF ' :HMENT IFKey Personnel KEY PERSONNEL FORM Nichole Kotsur.Vice President. Public Safety Josh Huneycutt,Project Manager Robert Saenz, Superintendent Steven Normand. Dir. of PreConstruction Danielle Williams, Dir. of VirtualConstruction Jeff Jackson. Project Director Fire Station 9: 10 hours Other Projects:150 hours Fire Station 9: 20 hours Other Projects:140 hours Fire Station 9: 160 hours Other Projects:0 hours Fire Station 9: 160 hours Other Projects:0 hours Fire Station 9:0 hours Other Projects:160 hours Fire Station 9: 0 hours Other Projects:160 hours 05/2023 Fire Station 9: 10 hours Other Projects:150 hours Fire Station 9: 20 hours Other Projects:140 hours Fire Station 9: 160 hours Other Projects:0 hours Fire Station 9: 160 hours Other Projects:0 hours Fire Station 9:0 hours Other Projects:160 hours Fire Station 9:0 hours Other Projects:160 hours 06/2023 Fire Station 9: 10 hours Other Projects:150 hours Fire Station 9: 20 hours Other Projects:140 hours Fire Station 9: 160 hours Other Projects:0 hours Fire Station 9: 160 hours Other Projects:0 hours Fire Station 9:0 hours Other Projects:160 hours Fire Station 9: 0 hours Other Projects:160 hours 07/2023 Fire Station 9: 10 hours Other Projects:150 hours Fire Station 9: 20 hours Other Projects:140 hours Fire @ion 9: 160 hours Other Projects:0 hours Fire Station 9: 160 hours Other Projects:0 hours Fire Station 9:0 hours Other Projects:160 hours Fire Station 9:0 hours Other Projects160 hours 08/2023 Fire Station 9: 10 hours Other Projects:150 hours Fire Station 9: 20 hours Other Projects:140 hours Fire Station 9: 160 hours Other Projects:0 hours Fire Station 9: 160 hours Other Projects:0 hours Fire Station 9:0 hours Other Projects:160 hours Fire Station 90 hours Other Projects:160 hours 09/2023 Fire Station 9: 10 hours Other Projects:150 hours Fire Station 9: 20 hours Other Projects:140 hours Fire Station 9: 160 hours Other Projects:0 hours Fire Station 9: 160 hours Other Projects:0 hours Fire Station 9:0 hours Other Projects:160 hours Fire Station 9:0 hours Other Projects160 hours 10/2023 Fire Station 9: 10 hours Other Projects:150 hours Fire Station 9: 10 hours Other Projects:150 hours Fire Station 9: 160 hours Other Projects:0 hours Fire Station 9: 160 hours Other Projects:0 hours Fire Station 9:0 hours Other Projects:160 hours Fire Station 9: 0 hours Other Projects:160 hours 11/2023 Fire Station 9:0 hours Other Projects: 160 hours Fire Station 9:0 hours Other Projects:160 hours Fire Station 9: 160 hours Other Projects:0 hours Fire Station 9: 160 hours Other Projects:0 hours Fire Station 9:0 hours Other Projects: 160 hours Fire Station 9:0 hours Other Projects160 hours 12/2023 Fire Station 9: 10 hours Other Projects:150 hours Fire Station 9: 20 hours Other Projects:140 hours Fire Station 9: 160 hours Other Projects:0 hours Fire Station 9: 160 hours Other Projects:0 hours Fire Station 9:0 hours Other Projects:160 hours Fire Station 9: 0 hours Other Projects:160 hours 01/2024 Fire Station 9: 10 hours Other Projects:150 hours Fire Station 9: 20 hours Other Projects:140 hours Fire Station 9: 160 hours Other Projects:0 hours Fire Station 9: 160 hours Other Projects:0 hours Fire Station 9:0 hours Other Projects:160 hours Fire Station 9:0 hours Other Projects:160 hours 02/2024 Fire Station 9:0 hours Other Projects:160 hours Fire Station 9:0 hours Other Projects:160 hours Fire Station 9: 0 hours Other Projects:160 hours Fire Station 9: 10 hours Other Projects:150 hours Fire Station 9:0 hours Other Projects:160 hours Fire Station 9 0 hours Other Projects160 hours 03/2024 DocuSign Envelope ID: 76:mm7F-B540-D49C6F2BDIFF– CHMENT 'F Key Personnel KEY PERSONNEL FORM Roles and Responsibilities Member, Title:PreConstruction Responsibilities:Construction Responsibilities: Josh Huneycutt,Project Manager Overall Cost Control. Master Schedule Preparation, Quality Control, MWBE Outreach, Designer Coordination, LEED Constructability Reviews, Schedule Planning, Quality Control, Safety and Site Logistics Planning Overall Field Coordination, Schedule Control,Cost Control, Quality Control, LEED, MWBEParticipation, Commissioning Robert Saenz. Superintendent Field Coordination. 3 Week Look-aheadScheduling, QC Inspections, Site Logistics, Safety Inspections, MEP Start-up & Training,Punch-list Steven Normand, Director of PreConstruction Estimating, Value Engineering, Designer Coordination, Design Phase Cost Control,MWBE Outreach Support for Cost Control, MWBE Participation Danielle Williams,Director of Virtual Construction Building Information Modeling, ClashDetection Building Information Model Updates, Laser Scanning As-builts Jeff Jackson, Project Director Partnering, Support for Cost Control,Schedule Planning, Quality Control, MWBE Outreach, Resource Allocation Support for Cost Control, Schedule Control, Quality Control, MWBE Participation, ResourceAllocation Nichole Kotsur, Public Safety Expert Overall Project Support, Client Satisfaction Overall Project Support, Client Satisfaction Gary Aanenson,Vice President Overall Design Phase Support, ClientSatisfaction Overall Construction Phase Support, ClientSatisfaction aDENTON hh Peak Program Value. LLC martinezParkhill NICHOLE KOTSUR VICe Pres dent, PubIc Safetv JEFF JACKSON ProJect Er ector DANIELLE WILLIAMS STEVEN NORMAND Director of Virtual ConsLrucLECJr DIrector of PreC'inStrUCtIOn JOSH HUNEYCUTT ProJect Manager ROBERT SAENZ SuperIntendent City of Denton I Fire Station 9 1 RFQ #7967 i Step Two 1 CORE DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDIDF DENTON Exhibit “G" Confidentiality of the Project To Be Submitted with the GMP Amendment DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDIDF DENTON Exhibit “H" Customary and Usual Labor Rates To Be Submitted with the GMP Amendment DocuSign Envelope ID: 76BIA09C-FBDBZ137F-B540-D49C6F2BDIDF -CitVofDENTON Exhibit “I" Rental Rates To Be Submitted with the GMP Amendment DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDI DF DENTON Exhibit “J" Alternates with Costs and Expiration Dates To Be Submitted with the GMP Amendment DocuSign Envelope ID: 76B+A09C-FBDBJ+37F-B540-D49C6F2BDIDF DENTON Exhibit “K" Unit Costs To Be Submitted with the GMP Amendment DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDI DF -c'3rJofCOREDENTON Exhibit “L" Allowances To Be Submitted with the GMP Amendment DocuSign Envelope ID: 76BIA09C.FBDB437F-B540-D49C6F2BDIDF CitfofDENTON Exhibit “M" Schedule of Values To Be Submitted 15 Days After GMP Amendment Approval ED: 7654A09C-FBDB437F-B540-D49C6F2BDI DFDocuSign Envelol bUKIL SUnnI TTAL CONSTRUCTION COST ESTIMATE CPRE DrrAILED BREAKDOWN City of DentonDenton Fire Station #9 SO % DD Estimate Exhibit 'lV' Control Estimate #01 Base Bid Item Description Unit Cost Total Price Breakout/Alternate Description Gross Area Calcs Building Area BreakdownApparatus Bay and Support Mezzanines - Storage and Mechanical Admin, Living, Fitness Canopy (PEMB) Gross Area: SF SF SF SF 13,100 SF 0 001- Demolition Selective demolition of structures onsite Abatement Mortar 1"xl? Ceramic Floor Tile Abatement Black Mastic under 12"x12" 1.056 sf20 sf730 sf 5.00 10.00 10.00 5,280 200 7,300 Demo Existing Buildings 3,790 sf 5.00 18,950 8,000 1,120 2,510 Abatement Demo Exisitng Barricade Demo Existing Fence 1 1;s140 if502 if 8,000.00 8.00 5.00 SUBTOTAL: Demolition 30,580 002- PublicRoadway & UtilitiesMedian Utilities Traffic Control Pavement Replacement Full PanelDemo 21" RCP Demo Curb Inlet Pavement Replacement Full Panel Install 21" RCP Connect to existing stormCurb Inlet Protect existing 6" sanitaryOverhead Electrical Relocation Public Roadway & Utilities 1 1 1 1 60 1 2 60 1 1 1 1 Is Is Is Is If ea ea If ea ea Is Is 45,000.00 60,000.00 3.000.00 6,500.00 45,000 60,000 3,000 6,5000 00 0 0 000 114.500SUBTOTAL SUBTOTAL - Demolition / Offsite Infrastructure $157.860 SITE WORK (ROUGH) 006 Surveying/Staking Building Corners and benchmarks SUBTOTAL: Surveying/Staking LS 0.00 GR's 007 Earthwork & PavingEROSION CONTROL Inlet protection of newly installed inletsInstall Silt Fence Construction Entrance Wheel Wash Station Basins installation Concrete waste disposal containers / dump fees - Exclude - w/turnkey concrete Street sweeper during Earthwork Operations Dust Control during Earthwork Operations 1 6 1,500 1 1 LS ea If ea ea 250.00 1.50 2,000.00 1,500.00 0 1,500 2,250 2,000 1.500 0 ea2 mo3 mo 0.00 1.500.00 750.00 0 3,000 2,250 1 City of Denton I Fire Station 9 1 RFa #7967 i Step Two 1 CORE Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDIDFDocuSLpUKIL3-tI-hmI TTAL CONSTRUCTION COST ESTIMATE CPRE Exhibit 'N1 DrrAILED BREAKDOWN City of DentonDenton Fire Station #9 50 % DD Estimate Control Estimate #01 Base Bid PAVING SUBGRADE PREP Lime stabilize HD paving to 12- beyond edge of 0 pavIng Scarify and recompact aII pavement subgrade BUILDING PAD PREP 10' Moisture Condition & Recompact Select fill cap Regrade building pads after installation offoundations Regrade building pads after underground MEP DEMOLITION / GENERAL GRADING / MISC.Clear and Grub Strip and stockpile topsoil Re-spread topsoil Provide all construction water to include meters, piping. hoses. etc. (including water consumption costs) for temporary water service for Earthwork 34,340 sf34,340 sf 0.70 0.25 3.20 26.00 24,038 16.106 sf740 cy 0 51,539 19,244 15,494 sf15,494 sf 0.15 0.10 0.14 1.50 1.20 2,324 1,5490 8,910 10,778 8,622 63,640 sf 7.185 cy7.185 sf operatIons.Excavation Cut/Fill across site (Assumed Balanced Site) Temp Parking / Temp Laydown install,maintenance and removal Provide Tree Protection Excavate for sidewalks Backfi II sidewalks Final GradingSWPPP NOI Permit Earthwork & Paving 1 is 5,500.00 0.95 5,500 14,370 cy 13,652 4,000 5 3,605 1,000 1 1 sf Is sf If Is Is 2.00 150.00 1.35 3.00 3,500.00 1,500.00 8,000 750 4,867 3,000 3,500 1,500 180.273SUBTOTAL: 008 Site Utilities STORM21- Class III RCP Storm Drain 24" HDPE Storm Drain 18- HDPE Storm Drain 12" HDPE Storm Drain 6" HDPE Storm Drain Demo Existing Storm Line 10" x 10" Area Inlet 6" Lancape Drains #12 Catch Basin - Precast #24 Catch Basin - Precast 10' Std Curb Inlet - Precast 5' Std Curb Inlet - Precast 24" Type -C" Headwall - CIP Connect to Existing Storm Demo Existing Inlet Cut & Remove Paving Paving Replacement Traffic Control Trench Safety Layout 49 329 95 705 187 61 2 3 1 6 1 2 5 1 1 851 851 1,365 1 1 If If If If If If ea ea ea ea ea ea 260.00 85.00 77.00 43.00 35.00 77.00 748.00 712,00 1.188.00 1,983.00 10,150.00 4,598.00 4,182.00 1,853.00 1.718.00 6.20 14.20 7.213.00 1.93 3,212.00 12,740 27,965 7.315 30,315 6,545 4,697 1,496 2,136 1,188 11,898 10,150 9,196 20,910 1,853 1,718 5,276 12,084 7,213 2,634 3,212 ea easf sf ea If Is WAtER8" DR-14 PVC Water6" DR-14 PVC Water 6" DR-14 PVC Fire Line2-1/2" PVC Domestic Water 12- x 8" Tapping Saddle & Valve6" Gate Valve & Box Standard Fire Hydrant 2" Water Service (No Meter)8" MJ Tee 8" MJ Fitting 6" Fire Riser 6" Remote FDC 83 18 120 47 1 2 1 2 1 1 2 1 If If If If ea ea ea ea ea ea ea ea 235.00 220.00 104.00 44.00 14.857.00 1,634.00 4,257.00 5,597.00 2,126.00 1,338.00 5,411.00 9,204.00 0 19,505 3.960 12,480 2,068 14,857 3,2684,257 11,194 2,126 1,338 10.822 9,204 2 City of Denton } Fire Station 9 1 RFQ #7967 1 Step Two I CORE DB437F-B540-D49C6F2BDI DFGUI(IE S-U-8MITTAL CONSTRUCTION COST ESTIMATE CPRE DrrAILED BREAKDOWN City of Denton Denton Fire Station #950 % DD Estimate Exhibit ']V' Control Estimate #01 Base Bid Cut & Remove Paving Paving Replacement Traffic Control Fire Submittal (CAD By Others) Testing Trench Safety Layout 1,997 sf 1,997 sf1 is1 ea 268 if 268 if1 is 6.50 16.00 8,614.00 1,244.00 7.00 15.00 631.00 12.981 31.952 8.614 1,244 1,876 4.020 631 0 0 6,660 3,905 936 2.045 5,940 1,850 2,146 175 0 0 7,104 5,274 0 8, 526 5,412 8,291 0 401,952 Sewer6" SDR-35 PVC Sewer Connect To Existing Sewer Cut & Remove Paving Paving ReplacementTraffic Control Testing Trench Safety Layout 74 if 1 ea 144 sf 1&t sf1 is 74 if 74 if1 is 90.00 3.905.00 6.50 14.20 5,940.00 25.00 29.00 175.00 Mobilization and Misc. Onsite Relocation of Spoils City Maintenance Bond Inspection Fees Roof Drain within 5' & Turn up Mobilization TV of Private Storm Insert Scope SUBTOTAL: Site Utilities 602 (y1 ea0 is7 ea1 is1,316 if 11.80 5,274.00 2,600.00 1,218.00 5,412.00 6.30 011 Soil Treatment Termite treatment of soil at slab and patio SUBTOTAL: Soil Treatment 14,414 sf 0.50 7.207 7.207 SUBTOTAL - Site Work (Rough)$589,432 SITE WORK (FINISH) 014 Site Signage &Striping Painted 4" solid white strip at parking spaces Stripe fire lane Crosshatching HC painted Logos HC parking signs with post Power Wash prior to striping SUBTOTAL Site Signage & Striping 37 ea1,500 if400 sf2 ea2 ea1 is 60.00 0.70 2.00 70.00 250.00 850.00 2,220 1,050 800 140 500 850 5,560 015 Landscaping & IrrigationCedar Eh Live Oak Chinese Pistache Bab CypressOrnamental Shrub 3 Gallon Ornamental Grass 3 Galbn Ornamental Shrub Nelle R. Steven HollyOrnamental Groundcover Sod River Rock IrrigationTree Stakes Steel EdgingBed Mix Hardwood Mulch Top Soil 13 6 13 17 28 45 31 13 128 5,650 52 1 59 500 69 75 170 ea ea ea ea ea ea ea ea ea SYtn Is ea If cy cy cy 425.00 405.00 425.00 405.00 24.00 21.00 21.00 255.00 9.00 4.00 225.00 45,900.00 60.00 5.00 50.00 47.00 34.00 S,525 2,430 5,525 6,885 672 945 651 3,315 1.152 22,600 11,700 45,900 3,540 2,500 3,450 3,525 5,780 City of Denton I Fire Station 9 1 RFQ #7967 1 Step Two 1 CORE }:gF437F-B540-D49c6F2BDI DFb,UKl=S\)-iMITTAL CONSTRUCTION COST ESTIMATE CPRE DfrAILED BREAKDOWN City of DentonDenton Fire Station #9 50 % DD Estimate Exhibit tN' Control Estimate #01 Base BidnHl=j Maintenance until completion SUBTOTAL Landscaping & Irrigation 1 is 4,588.00 4.588 131,348 017 Precast Site Fence Screen Wall 6' 12"x4- Mow Strip Spoil Haul offSonotubes SUBTOTAL: Precast Site Fence 275 LF275 if9cy1 is 175.00 30.00 145.00 3,173.00 48.125 8.250 1,305 3,173 60,853 018 Fencing & GatesDumpster gate Patio Fence - 6' Privaq Fence, Horizontal Weather Resistant Man Gate w/ emergenq egress harware & accesscontrol Decorative Metal Fence (6' TaII) Operable Gate Fencing & Gates ILS 52 if 4,500.00 4,500 80.00 4,160 1 ea470 if1 is 1,400.00 90.00 30,000.00 1,400 42,300 30,000 82,360SUBTOTAL 019 Site ConcretePAVING 9" Concrete Paving 7" Concrete Paving 5" Paving @ Parking Spaces4- Sidewalks Monolithic Curb at paving Concrete Filled steel bollards MISC Turn down edgePiers at trash dumpster Generator screen fencing Monument Sign Grade Beam fence - Piers @ 20' OC fence - Grade beam Light Pole BasesTransformer Pad Site Concrete 1.050 25,000 7,500 2,000 1,500 14 sf sf sf sf If ea 8.00 7.00 6.00 5.00 12.00 600.00 0 8,400 175,000 45,000 10,000 18,000 8.4000 1.300 4,800 2,695975 20,700 30,290 4,250 5,000 334.810 654 77 15 23 466 5 1 If ea If If ea If ea ea 20.00 1.200.00 35.00 65.00 900.00 65.00 850.00 5,000.00 SUBTOTAL: 020 Site MasonryTrash Enclosure Cast Stone Cap SUBTOTAL: Site Masonry 476 sf60 if 35.00 55.00 16,660 3,273 19.933 021 FlagpoleFlag Poles w/bases - 35' tall SUBTOTAL: Flagpole 4,500.00 4.500 4.500 024 Site FurnishingsAllowance for site furnishings SUBTOTAL: Site Furnishings 1 alw 1,500.00 1,500 1,500 025 General Requirements SITEWORK Remove silt fence upon completion of project 0 sf 1,500 if 0.50 0 750 Silt fence maintenance after Earthwork operations 1,500 if 0.75 1,125 SWPPP NOI / filing fees / lock box / posting sign SWPPP Maintenance / Inspections Construction Entrance Maintenance after Earthwork Operations 1 is 12 mo 1.000.00480.00 1,000 5,760 1,800 500 200.00 500.00Construction Entrance Removal at end of project 4 City of Denton ! Fire Station 9 1 RFQ #7967 1 Step Two 1 CORE ope ID: 76B+A09C-FBDBJ+37F-B540-D49C6F2BDIDFSU-UMl T TAL\,UKL CONSTRUCTION COST ESTIMATE C+RE DErAiLED BREAKDOWN City of Denton Denton Fire Station #9 SO % DD Estimate Exhibit 'N' Control Estimate #01 Base Bid Wheel Wash station basin maintenance / removal / fill in at end of project (2 each) Street sweeper after Earthwork Operations Dust Control after Earthwork Operations General Requirements 1 ea 4 mo 5 mo 1,000.00 1,200.00 500.00 1,000 4,800 2,500 19.235SUBTOTAL: 026 Site Electrical Light Poles Misc branch power Power to monument sign Communications conduits - (2) 4" Communications conduits - (2) 4" 5 ea llllow1 is250 if250 if 3,900.00 9, 500.00 2.500.00 35.00 35.00 19,500 9,500 2.500 8.750 8.750 Primary and Secondary Service Conduits - (2) 4- SUBTOTAL: Site Electrical llllow 10.000.00 10,000 59.000 SUBTOTAL - Site Work (Finish)$719,099 STRUCTURE 027 Building Concrete18/5'-Cy' Pier 24/S'-0" Pier 5" Slab on Grade 8"SOG @ Apparatus Bay 3 1/2" Slab on deck at 2nd Floor 50% Casing Allowance Misc pads Building Concrete 31 49 5,844 5,2224,668 1 26 ea ea sf sf sf alw sf 2.500.00 2,600.00 10.00 40.00 5.00 50,000.00 75.00 77,500 127,400 58,440 208,880 23,340 not required 1.950 497,510SUBTOTAL: 028 Structural Masonry 12" CMU @ Apparatus Bay Support Spaces 12" interior CMU @ Apparatus Bay Mezzanine 6,825 sf2,500 sf 25.00 25.00 25.00 10.00 30.00 170,625 62,500 12" interior CMU @ Apparatus Bay support west Dowel in CMU 12" CMU @ Storm Shelter SUBTOTAL: Structural Masonry 0 sf 520 if 2,600 sf 0 5,200 78,000 316.325 030 PEMB& Steel PackageStructural Steel, Misc. at the apparatus bay - Furnished & Erected Mezzanine Framing PEMB w/ metal roof & soffits PEMB Erection Metal Wall Panels Stairs and Railing @ East Mezzanine Steel Beams and Roof Deck @ Storm Shelter Miscellaneous Steel - lintels, embeds, angles PEMB & Steel Package 2 tons3,528 sf13,100 sf 13,100 sf3,605 sf1 ea1,073 sf13,100 sf 9,500.00 15.00 35.00 15.00 75.00 5,000.00 34.00 5.00 19,000 52,920458,500 196,500 270,375 5,000 36,482 65,500 1.104.277SUBTOTAL: 032 Rough Carpentry Miscellaneous Rough Carpentry SUBTOTAL: Rough Carpentry 13,100 sf 0.50 6,550 6,550 SUBTOTAL - Structural $1,924,712 ENCLOSURE 037 Damproofing / Waterproofing / Air Barrier Faqade Weather Barrier (dampproofing)/Rigid Insulation Flashing (copper & stainless) at masonry S,927 sf1 is 2.00 8,600.00 5 11,854 8,600 city of Denton I Fire Station 9 1 RFQ #7967 : Step Two 1 CORE 7654A09C-FBDB437F-B540-D49C6F2BDI DFDocuSign Envelope ID t,UKE SL-uMl TTAL CONSTRUCTION COST ESTIMATE CORE I DrrAI LED BREAKDOWN City of Denton Denton Fire Station #9 50 % DD Estimate Exhibit 'N'Control Estimate #01 Base Bid Building Joint Sealants Site Joint Sealants SUBTOTAL Damproofing / Waterproofing / Air Barrier 13,100 sf 34,340 sf 0.50 0.25 6,550 8,585 35,589 040 Glass &Glazing Alum. Storefront System @ Entry Aluminum entry doors w/hardware Exterior Glazing - Windows (4' x 4') Mirrors @ Fitness Interior glass door litesSUBTOTAL Glass & Glazing 575 5 481 272 15 sf leaf sf sf ea 90.00 1,500.00 34.00 15.00 450.00 51,750 7.500 16,354 4,080 6,750 86.434 042 Masonry Veneer (Full Size) Full Size Brick exterior walls 4" CMU Install Lintels Monument Sign allowance (includes Wood Feature) Set HM Door Frames Insert Scope Masonry Veneer (Full Size) 3,000 sf400 sf195 if 28.00 20.00 25.00 84.000 8.000 4,875 1 alw 16 ea 5,000.00 350.00 5,000 5,600 0 107,475SUBTOTAL 049 Metal Roofing Metal Roofing Soffits Gutters & Downspouts Metal Coping Wood blocking at Coping Cap Connect downspouts to storm Metal Roofing 1 2,155 300 0 0 8 Is sf If If If ea in PEMB in PEMB in PEMB in PEMB in PEMB 850.00 0 0 0 0 0 6,800 6.800SUBTOTAL 050 Prefabricated Canopy Canopy @Day RoomWood look shade structure (@ Doors 5', @ Treatment 3) SUBTOTAL Prefabricated Canopy 612 sf 395 sf 0 23.700 23.700 60.00 SUBTOTAL - Enclosure $265,630 INTERIOR FINISHES 055 Finished Carpentry & MillworkBeds constructed by CORE Full HeightLower Cabinets Base Cabinet - 2 Door - 24" D Upper Cabinets CountertopsFinished Carpentry & Miltwork 7 87 156 23 40 679 ea If If ea If sf 900.00 600.00 350.00 0.00 350.00 35.00 6,300 52,200 54.600 0 14.000 23,765 150.865SUBTOTAL 056 HM Frames, Doors, & Hardware Wood Doors. Frames & Hdwr Hollow Metal Doors, Frames & Hdwr Tornado-Resistant Doors & Frames Install Doors and Hardware Access Doors SUBTOTAL HM Frames, Doors, & Hardware 30 leaf16 leaf3 leaf 49 leaf1 is 1.500.00 1,700.00 4, 500.00 250.00 1,500.00 45.000 27.200 13,500 12.250 1,500 99,450 057 CNerhead Coiling Doors Overhead Doors, automatic, high speed, 14' x 14 Overhead Door @ Fitness 10' x 8' Control Wiring 8 ea1 ea8 ea 22,500.00 7,500.00 1,600.00 180,000 7,500 12.800 6 City of Denton I Fire Station 9 1 RFa #7967 i Step Two 1 CORE 7654A09C-FBDB437F-B540-D49C6F2BDI DFEnvelope ID SU-hmI TTALbURE CONSTRUCTION COST ESTIMATE CPRE Exhibit 'N' DFrAiLED BREAKDOWN CIty of DentonDenton Fire Station #9 50 % DD Estimate Control Estimate #01 Base Bid SUBTOTAL Overhead Coiling Doors 200.300 059 Metal Studs & Drywall Package Exterior Framing Exterior Column framing Bulkead at ceiling transition Interior Partitions Drywall Ceilings FRP SUBTOTAL: Metal Studs & Drywall Package 10,4190 32 22.000 1,375 100 sf sf If sf sf sf 10.00 10.00 25.00 13.65 5.00 6.00 104,1900 800 300,300 6,875 600 412.765 061 Painting Tape. Bed and Paint, Living Area Exterior Painting Prep, prime and paint App Bay SUBTOTAL: Painting 10.000 sf Is7,000 sf 2.50 10,000.00 3.00 25,000 10,000 21,000 56,000 062 Acoustical Ceilings & Wall Panels Acoustical Ceilings SUBTOTAL: Acoustical Ceilings & Wall Panels 4,446 sf 4.00 17,784 17.784 084 Tile PackageCeramic Tile Floors & Base Ceramic Tile at RR Walls Backsplash in KitchenMembrane at Ceramic Tile floor Floor Protection SUBTOTAL: Tile Package 713 1,488 62 713 713 sf sf sf sf sf 12.00 14.00 20.00 1.75 0.50 8,556 20,832 1,238 1.248 357 32.230 065 Flooring PackageCarpet 1 & Base Carpet 2 & Base LVT & Base Athletic Flooring @Fitness (By Owner) Static Dissipative Tile, IT Rooms Mezzanine East Flooring (SC) Floor PrepWalkoff Mat Flooring Package 2,2950 2,250 5150 1,802 5.060 232 sf sf sf sf sf sf sf sf 5.00 5.00 5.00 11.00 8.00 1.50 0.55 8.00 11,4750 11,2500 0 2.703 2,783 1.856 28,211SUBTOTAL: 066 Concrete FinishingSealed Concrete SUBTOTAL: Concrete Finishing 5,688 sf 1.50 8,532 8,532 SUBTOTAL - Interior Finishes $1,006.137 SPECIALTIES 072 Window Shades &CurtainsWindow Treatments SUBTOTAL: Window Shades & Curtains 1 is 2,500.00 2,500 2.500 073 Signage Package Interior Room Signage Exterior signage Monument signage Wayfinding signage SUBTOTAL: Signage Package 42 ea1 LS1 LS0 LS 75.00 10.000.00 5,000.00 2,500.00 3,150 10,000 5,000 0 18,150 075 Toilet Partitions & Accessories Toilet Accessories SUBTOTAL Toilet Partitions & Accessories 750.00 5,250 5,250 7 City of Denton I Fire Station 9 1 RFQ #7967 1 Step Two 1 CORE DocuS L9C6F2BDI DFEnvelope ID: 7654A09C-FBDB437 tPUICIE SU-UMl TTAL CONSTRUCTION COST ESTIMATE CPRE DrrAILED BREAKDOWN City of DentonDenton Fire Station #9 50 % DD Estimate Exhibit 'N' Control Estimate #01 Base Bid 077 Wall Protection & Corner Guards Corner Guards SUBTOTAL: Wall Protection & Corner Guards 1 LS 3,000.00 3,000 3,000 078 Fire Extinguishers & CabinetsFire Extinguishers & Cabinets SUBTOTAL Fire Extinguishers & Cabinets 5 440.00 2.200 2,200 079 Lockers Storage Geargrid LockersSUBTOTAL: Lockers 31 800.00 24,800 24.800 080 Other Building SpecialtiesKnox Box Visual Display Surfaces TV Mounts SUBTOTAL: Other Building Specialties 1 LS4 ea12 ea 1,000.00 600.00 350.00 1,000 2,400 4,200 7.600 081 General RequirementsMISC LABOR / MISC EXPENSES Temporary water consumption for establishment of sod and hydromulchDemo / Haul off mock-up Miscellaneous Small Tools Temporary power consumption for building / site, including startup power Temporary Fencing Licensed suIvey General Clean Up Final Clean - BuildingFinal Clean - Site Misc Rough Carpentry Trailer steps Pre Build Control General Requirements 1 LS 3 mos1 is1 is 0 500.00 2,500.00 3,500.00 1.500 2,500 3,500 1 is 2,000 if Is 2,078 hrs 13.100 BSF 3 \CRE BSF1 LS1 is 15,000.00 9.00 6,000.00 20.00 0.50 750.00 0.65 2.500.00 6,000.00 15,000 18,000 0 41,568 6,550 2,250 0 2, 500 6,000 99.368SUBTOTAL: SUBTOTAL - Specialties $162,868 EQUIPMENT 086 Residential AppliancesDishwashers (OFCI) Ice Makers (OFCI) Refrigerators (OFOI) Gas Range Microwave (OFOI) Undercounter Refrigerator (OFODUndercounter lcemaker (OFCI) Residential Appliances 2 ea1 ea4 ea ea 1 200.00 300.00 1,200.00 7,000.00 400 300 4,800 7.0000 0 300 12,800SUBTOTAL: 300.00 087 Stainless Steel Countertops Kitchen countertops, stainless SUBTOTAL: Stainless Steel Countertops Is 088 Laundry Equipment Extractor Washer (OFCI) Dryer (OFCD SUBTOTAL: Laundry Equipment093 Elevators Elevator SUBTOTAL: Elevators 1 is2 ea2 ea 9,500.00 300.00 300.00 9,500 600 600 10,700 LS 100,000.00 100.000 100,000 8 City of Denton I Fire Station 9 1 RFQ #7967 1 Step Two 1 CORE D: 7654A09C-FBDB437F-B540-D49C6F2BDI DFLpUKI=Sir-aMI TTAL CONSTRUCTION COST ESTIMATE CPRE DfrAILED BREAKDOWN City of DentonDenton Fire Station #9 50 % DD Estimate Exhibit 'N'Control Estimate #01 Base Bid SUBTOTAL - Equipment $123,500 097 Fire Sprinkler Systems NFPA 13 wet system SUBTOTAL Fire Sprinkler Systems 13,100 sf 3.50 45,850 45,850 098 Plumbing Systems Plumbing FixturesFloor Drains Royal-111 -SeriesShower Fixt. Delta-T14285 Shower Fixt. Bradley_Corp-HN200-VL-SR Sink - Integral with Drainboards 42" x 21"Sink - Vanity Oval 18" x 12- x 7" D Sink - Wall Mounted_BRW 1- 8- D, 1' 81/2-WSlot Drain: 3'-0" Slot Drain: S'-0' Toilet Floor Mount- Sloan Toilet Floor Mount- Sloan Trench Drains Gas PipingGrease trap @ kitchen (allowance) 4" Waste line from kitchen Plumbing Systems 49 10 8 5 1 182 2 4 1 7 175 500 1 57 ea ea ea ea ea ea ea ea ea ea ea ea If sf Is If 5,500.00 5, 500.00 5,500.00 5,500.00 5,500.00 5,500.00 5.500.00 5,500.00 5,500.00 5,500.00 S,500.00 5,500.00 450.00 8.00 35,000.00 55,000 44,000 27,500 5,500 5,500 44,000 11,000 11.000 22,000 5,500 38,500 78,750 4.000 35,000 0 387.250SUBTOTAL 099 HVACSystems HVAC HVAC - Mini SplitHVAC - Exhaust Fans HVAC - Storm Shelter Ventilation HVAC - Apparatus Bay Motorized Louvers HVAC - Unit Heaters HVAC - Radiant HeatersControls - T stats Commercial Kitchen Hood and MAU Insert Scope HVAC Systems 31 tons 115 ea 1,240 sf5 ea6 ea5 is 13,100 sf 1 7,500.00 3,500.00 1,200.00 13.00 2,750.00 2,000.00 13,750.00 1.00 4,000.00 229,975 3.500 18,000 16,120 13,750 12,000 68,750 13,100 4,0000 379.195SUBTOTAL 100 HVAC Controls Insert Scope Insert Scope Insert Scope Insert Scope Insert ScopeSUBTOTAL: HVAC Controls LS 0.00 0 0 00 00 101 Test & Balance Insert Scope Insert Scope Insert Scope Insert Scope Insert ScopeSUBTOTAL: Test & Balance 1 LS 4.700.00 4,700 0 0 0 0 4.700 102 Electrical Systems Lighting & Controls Lighting & Controls @CanopyService & Distribution Equipment Power Branch Power 13,100 612 13.100 13,100 13,100 sf sf sf sf sf 28.00 3.50 6.00 3.00 3.00 366,800 2,142 78.600 39.300 39,300 City of Denton I Fire Station 9 : RFQ #7967 1 Step Two I CORE Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDIDFbUllIESir-hMI TTAL CONSTRUCTION COST ESTIMATE CPRE DFrAILED BREAKDOWN City of Denton Denton Fire Station #9 50 % DD Estimate Exhibit 'N' Control Estimate #01 Base Bid Low Voltage Rough in Temp Power Ceiling Light- Linear Box: Apparatus Bay Ceiling FanDual Lite: PGN-Black L.F.: FAVDWFL_WH 4' L.F.: Fluorescent Shop Light 3879: 4' Long L.F.: LED Troffer Light - 2x2: 2'x2' (1 lamp)-(A2) 13,100 13,100 14 20 11 10 47 66 sf sf ea ea ea ea ea ea 2.00 2.00 0.00 0.00 0.00 0.00 0.00 0.00 26.200 26.20000 000 0 L.F.: Lighting-Wall-Vibia-MILLENIUM_8093-Small-Reflector L.F.: Qube 400 : QUBE 400 LX Up + Down Sconce L.F.: Recessed Light Fixture : 6" E.F.: Essence: 8 ft Fan Diameter (A) Wall Mounted TV 90in : Wall Mounted TV 90' Electrical Systems 8 ea4 ea61 ea2 ea5 ea 0.00 0.00 0.00 0.00 0.00 000 00 578,542SUBTOTAL: 103 Fire Alarm Systems Code required fire alarm system SUBTOTAL: Fire Alarm Systems 13,100 sf 1.25 19,368 19,368 104 Generator Generator & ATS - 250kW, Diesel (infrastructure & installation only) Generator & ATS - 250kW, Diesel (OFCI)SUBTOTAL: Generator 1 LSILS 25,000.00 95,000.00 25.000 95.000 120,000 105 Vehicle Exhaust Removal - NIC N.I.C. - vehicles equipped with capture feature SUBTOTAL: Vehicle Exhaust Removal - NIC 4 9,250.00 37,000 37,000 SUBTOTAL - MEP Systems $1.571.905 SPECIAL SYSTEMS 109 Structured Cabling Systems Data Equipment and wiring - KRK Technology Audio Visual - Bay Speaker System Audio Visual - Station Alert System Audio Usual - Digital Resources SUBTOTAL: Structured Cabling Systems 13.100 1 13,100 1 sf ea sf 4.00 5,000.00 4.00 52,400 5.0000 52,400 109,800 110 Security/Access Control SystemsAccess Control - conduits & backboxes only US Digital Alerting System Security/CCTV System - infrastructure only SUBTOTAL: Security/Access Control Systems 50 13,100 sf 1,450.00 75,000.00 1.00 7,2500 13,100 20.350 111 Audio Usual SystemsAV Systems SUBTOTAL: Audio Visual Systems 13,100 sf 15.00 196,500 196,500 SUBTOTAL - Special Systems $326,650 Contingencies & Allowances CONTINGENCIES CMAR - Construction Phase Contingency Design Contingency Escalation Contingency Owner - Construction Phase Contingency 2.00% 4.00% 4.00% 2.00% 185.609 371,217 371,217 185,609 10 City of Denton I Fire Station 9 1 RFQ #7967 1 Step Two 1 CORE B540-D49C6F2BDI DFbUlIESUbMITTAL CONSTRUCTION COST ESTIMATE CORE DfrAILED BREAKDOWN City of DentonDenton Fire Station #9 50 % DD Estimate Exhibit 'I\' Control Estimate #01 Base Bid ALLOWANCES Allowance #1 Allowance #2 Allowance #3 Allowance #4 000 0 SUBTOTAL - Contingencies & Allowances $1.113,652 Subtotal $7,961.444 General RequirementsProfessional Services $795.340 $0 Subtotal (with GR's and Prof. Services) Subtotal (with GR's, Prof. Services, & Insurance) Subtotal (with GR's, Prof Services, Insurance, & Tax) Subtotal (GR's, Prof Services, Insurance, Tax, & Fee) $8.744,004 $8,909,217 $8,909.217 $9.280,435 $9,280,435 Base Bid TOTAL Construction Cost 11 City of Denton I Fire Station 9 1 RFa #7967 1 Step Two 1 CORE DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDIDF CORE –CitVIfDENTON Exhibit “O“ Escrow and Financing Conditions To Be Provided Only If Needed DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDI DF CORE –CitVofDENTON Exhibit “p” Disputed Work Schedule To Be Provided Only If Needed C0 +1ElaCE<aE(9£+1g +1ElaCE<a=(9£+1g +PElaCE<a=(9£+g +1ElaCE<aECDa+g +1ElaCE<aE(9a+!+PElaCE<a=(9E+g Q_ Eu;i:1: $a+tucenggECOIDBi laq)aq)ny1)Eg)ac:S)-1a;agELUg)aFiq)a(\1alQ © Z&SDTIacNoilaT31)Ca (S$. _ a)Pg laa)£OCD+1a laa)aOCD+1a laa)EO(aIS<laa)aOcaS<laa)aOCD+fa HIHICC00E=aIIDg)in 8 a11 B aice L=0B•C)cat-+C0O L=0H•OCDI+C0O L=0agOCDt-+C0O L=0••OCDt+1C0O L=0 • •OCDt-+C0O L=0g •C)CDt+C0O L=0+1OCDt+C0C) L=0g•OCDt+=11C0C) Lu0HaOCDt-+1C0C) L=0 +C0O d=JC) La Lu0:•O La+1C0O L=0+1OCD1-+C0O L.a)CB0 +1Ca)ElaCa)E< a)O UsaE3ER CDElaa)a)+1C CDq CD3(9 a)3laa)aOcr)+1Oa)'FL-aU)'ba)a) CDCCD2C0: BO3L-+1U)C0C) a)a)LLlaCca U)+C/)0O &:0C/)a)-L.a)a) CDCCD2C0 : aO3L-+fU)C0O Ula)+ COaC0: e CDL='aX LL1laC CD Ul+1Ul0C)£+g crba)+1 CDCL=a)+< a\IB a)a)eua C/)a)+CDacL-0JOCD-J CD CDaCDEBa)3C) 3V)DlaC +fOa)'FL=aa)a+1bH0>,i R : a 0C) CDCa)laiFC a ) UllaC0onlaC COa)OC COe-3U)C g)e)r<<< -bIT) \ ><LU i U)a)3 CD ==••Hl•3 >Lb=0 a) laa)£OC/) LLa r\onalLL10Oa)'+a AZL0Bbb0a)al0OC/) L=a>,a)bC a)CC0C/) a) C/)a)+f CDU CD+1Ca)a Eiaaacdaaa(C2CD 3iBq)5IBt>Ul N laIala)a)a i;5LLa0 10a(\1(\1 U)+1 CO0C)+C3 C/)a)C)CcaB0<6'+inonIfba)'+rhaonLL C1)a)0 <V10CON I I g+1'r) (XLU in +'a (X LL1 () +-a (XLU hI +1'a (X LL1 Fl 1 +'F)rXLU FI +'F) (XLU eD +'F) (XLU -1 +'a (XLU -J+'a (X LL1 y +'a (X LLI -1 +'a (XLLI >+1-7) -(XLU a a)al0a) >CLUCa)tB3C)aa laa)oZrea)tEaC)-!dJ3TD>ib)eaiii(\Igal ©) Z&jDTIHaloilCa >bC!!>a)gzfLLH +Ca)E3C)0aC/)(1- Bbl88EE8 IB 88) EL F)+ibi Ii L.0+OCDL+1C0O La)CB0 L=a)CB0 L=a)CB0 alB(\Ia)a)CDa C/)C0 : aIBC0C)a)C'0C CDC 11laCCDB0L=OC/)LU a)3laa)aOC/)bCI0Blaa)+13alCDA F0Ua)+CDE B : eC/) LLI6L=+1C0C) !! CD+C) (XLLIbH0a)3 a)laaOC/) LLa r\on(\ILLCOOa)qadrF)on E8ISaacd0 rE:a(CE(9 La'r LaBa)3la Jg (7) N Lo La &;aa)trILLa0 10a gI I fba)lonaonLL d)a)0<srLOCON }’ +1() (XLU a+'F) (XLU iI +1'3 (XLU KI +f) (XLU A a)al0 Ba >CLUCa)in3C)0a DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDI DF Document A201'2017 General Conditions of the Contract for Construction for the following PROJECT: (Name and location or address) City of Denton’s Fire Station No. 09 5000 Airport Rd Denton, Texas 76207 THE OWNER: (Name, legal status and address) 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, Texas 76201 (940) 349-8307 For guidance in modifying thisdocument to include THE ARCHITECT: (Name, legal status and address) supplementary conditions, seeAIA Document A503TM , Guide for Supplementary Conditions. Parkhill, Smith & Cooper, Inc.3000 Internet Blvd. Suite 550 Frisco, Texas 75034 TABLE OF ARTICLES 1 GENERAL PROVISIONS 2 OWNER 3 CONTRACTOR 4 ARCHITECT 5 6 SUBCONTRACTORS 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 17:05:M ET on 06/10/2022 under OrderNo.2114332943 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 899458091) 1 DocuSign Envelope ID: 7654A09C-FBDB-t37F-B540-D49C6F2BDIDF 14 15 TERMINATION OR SUSPENSION OF THE CONTRACT CLAIMS AND DISPUTES 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 17:05:zU ET on 06/10/2022 under OrderNo.2114332943 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 899458091 ) 2 DocuSign Envelope ID: 7691A09C-FBDBJt37F-B$10-D49C6F2BDIDF 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 Acceptance of Nonconforming Work9.6.6. 9.9.3. 12.3 Acceptance of Work9.6.6. 9.8.2. 9.9.3. 9.10.1. 9.10.3, 12.3 Access to Work 3.16, 6.2.1, 12.1Accident Prevention 10 Acts and Omissions3.2, 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. 15.2Addenda 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, 13.4 Additional 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. 9.5 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, 4.2.1210.2.5, Architect’s Project Representative4.2.10 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 Advertisement or Invitation to Bid Isle I Aesthetic Effect 4.2.13 Allowances 3.8 Applications for Payment 4.2.5, 7.3.9, 9.2, 9.3, 9.4, 9.5.1 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 As-Built Documents, Definition of 1.1.11 .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 of 4.1.1 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 Responsibility 2.1.1, 3.12.4, 3.12.8, 3.12.10, 4.1.2, 4.2.1, 4.2.2, 4.2.3,4.2.6, 4.2.7, 4.2.10, 4.2.12, 4.2.13, 5.2.1, 7.4, 9.4.2,9.5.4. 9.6.4, 15.1.4, 15.2 Architect’s Additional Services and Expenses2.5, 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 17:05:44 ET on 06/1 0/2022 under OrderNo.2114332943 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: (1899458091 ) 3 DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDI DF Certificate of Substantial Completion 9.8.3, 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 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, 6.1.1, 6.1.41 Consent, Written 3.4.2, 3.14.2, 4.1.2, 9.8.5, 9.9.1, 9.10.2, 9.10.3, 13.2,15.4.4.2Consolidation or Joinder 15.4.4CONSTRUCTION BY OWNERSEPARATE CONTRACTORS 1.1.4, 6 Construction Change Directive, Definition of 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, OR BY 11.5 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 Claims15.4.1 7.3.1 Construction Change Directives 1.1.1, 3.4.2, 3.11, 3.12.8, 4.2.8, 7.1.1, 7.1.2, 7.1.3, 7.3,9.3.1.1 Construction Management Plan. Definition of1,1.10 Construction Schedules. Contractor’s 3.10, 3.11. 3.12.1, 3.12.2. 6.1.3, 15.1.6.2 Contingent Assignment of Subcontracts5.4. 14.2.2.2 Continuing Contract Performance15.1.4 Contract, Definition of Claims for Additional Cost 3.2.4, 3.3.1, 3.7.4, 7.3.9, 9.5.2, 10.2.5, 10.3.2, 15.1.5Claims 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 Arbitration15.4.1 Cleaning Up3.15, 6.3 1.1.2CONTRACT, TERMINATIONSUSPENSION OF THE 5.4.1.1, 5.4.2, 11.5. 14Contract Administration 3.1.3. 4, 9.4, 9.5 Contract Award and Execution, Conditions Relating OR 11.3, 10 3.7.1, 3.10, 5.2. 6.1 Contract Documents, Copies Furnished and Use of 1.5.29 1.5.51 2.3.6> 5.3 Contract Documents, Definition of 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, 15.1.5 Commencement of the Work, Definition of8.1.2 1.1.1 Contract Sum 2.2.2, 2.2.4, 3.7.4, 3.7.5, 3.8, 3.10.2, 5.2.3, 7.3, 7.4, 9.1, 9.2, 9.4.2, 9.5.1.4, 9.6.7, 9.7, 10.3.2, 11.5, 12.1.2, 12.3, 14.2.4, 14.3.2, 15.1.4.2, 15.1.5, 15.2.5Contract Sum, Definition of9.1 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 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 AND9 Completion, Substantial3.10.1, 4.2.9, 8.1.1, 8.1.3, 9.10.3, 12.2, 15.1.2 8.2.3, 9.4.2, 9.8, 9.9.1, 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 17:05:44 ET on 06/10/2022 under OrderNo.2114332943 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: 0899458091 ) 4 DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDI DF CON TRACTOR 3 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 Contractor, Definition of 3.1, 6.1.2Contractor’s 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. 14.2.1.1Contractor’s LiabilitY Insurance11.1 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 Architect 1.1.2, 1.5, 2.3.3, 3.1.3, 3.2.2, 3.2.3, 3.2.4, 3.3.1, 3.4.2,3.5.1, 3.7.4, 3.10, 3.11, 3.12, 3,16, 3.18, 4.2, 5.2, 6.2.2, 7, 8.3.1, 9.2, 9.3, 9.4, 9.5, 9.7, 9.8, 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 Construction and Submittal Date of Substantial Completion, Definition of8.1.3 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. 12.2.1Definitions 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 Design-Build Scope. Definition of1,1.13 Digital Data Use and TransmissionHl.7. 1.7.1 Contractor’s Right to Stop the Work2.2.2, 9.7 Contractor’s Right to Terminate the Contract 14.1 Contractor’s Submittals 3.10, 3.11, 3.12, 4.2.7, 5.2.1, 5.2.3, 9.2, 9.3, 9.8.2,9.8.3, 9.9.1. 9.10.2, 9.10.3 Contractor’s Superintendent3.9, 10.2.6 Contractor’s Supervision and ConstructionProcedures 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. 3.17 Correction of Work 2.5, 3.7.3, 9.4.2, 9.8.2, 9.8.3, 9.9,1, 12.1.2, 12.2, 12.3,15.1.3.1. 15.1.3.2, 15.2.1Correlation and Intent of the Contract Documents 1.2Cost, Definition of7.3.4 I Disputes6.3, 7.3.9, 15.1, 15.2 Documents and Samples at the Site3.11 Drawings, Definition of1.1.5 Drawings and Specifications, Use and Ownership of3.11 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, 4.2.6,10.3.3, 11.3, 14.1, 14.2.1.1 10.2, 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 17:05:44 ET on 06/10/2022 under OrderNo.2114332943 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: 0899458091 ) 5 DocuSign Envelope ID: 7654A09C-FBDBZ137F-B540-D49C6F2BDI DF Equal to (or Approved Equal), Definition of1.1.14 Equipment, Labor, or Materials 1.1.3, 1.1.6, 3.4, 3.5, 3.8.2, 3.8.3, 3.12, 3.13, 3.15.1,4.2.6, 4.2.7, 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 of 1.1.15GENERAL PROVISIONS Instruments of Service, Definition of1.1.7 Insurance 6.1.1, 7.3.4, 8.2.2. 9.3.2, 9.8.4, 9.9.1. 9.10.2. 10.2.5. 11 Insurance, Notice of Cancellation or Expiration11.1.4, 1 1.2.3 Insurance, Contractor’s Liability11.1 Insurance. Effective Date of 8.2.2, 14.4.2 Insurance, Owner’s Liability11.2 Insurance, Property10.2.5, 11.2, 11.4, 11.5 Insurance, Stored Materials9.3.2INSURANCE AND BONDS 11 Insurance Companies, Consent to Partial Occupancy 9.9.1 Insured loss, Adjustment and Settlement of 11.5 Intent of the Contract Documents 1.2.1. 4.2.7. 4.2.12. 4.2.13Interest Governing Law13.1 13.5 Guarantees (See Warranty)Hazardous Materials and Substances 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 10.2.4. 10.3 Identification of Subcontractors and Suppliers5.2.1 Indemnification3.17, 3.18. 9.6.8. 9.10.2. 10.3.3, 11.3 Indemnitees, Definition of1.1,9 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 15.2 Initial Decision Maker, Definition of 1.1.8 Initial Decision Maker. Decisions 14.2.4, 15.1.4.2, 15.2.1, 15.2.2, 15.2.3. 15.2.4. 15.2.5 Initial Decision Maker, Extent of Authority 14.2.4, 15.1.4.2, 15.2.1, 15.2.2, 15.2.3, 15.2.4, 15.2.5Injury or Damage to Person or Property10.2.8, 10.4 Labor and Materials, Equipment 1.1.3, 1.1.6, 3.4, 3.5, 3.8.2, 3.8.3, 3.12, 3.13, 3.15.1, 5.2.1, 6.2.1, 7.3.4, 9.3.2, 9.3.3, 9.5.1.3, 9.10.2, 10.2.1,10.2.4, 14.2.1.1. 14.2.1.2 Labor Disputes8.3.1 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, 15.2.8Limitations. Statutes of12.2.5. 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, 13.3.1 Limitations of Time 2.1.2, 2.2, 2.5, 3.2.2, 3.10, 3.11, 3.12.5, 3.15.1, 4.2.7,5.2, 5.3, 5.4.1, 6.2.4, 7.3, 7.4, 8.2, 9.2, 9.3.1, 9.3.3,9.4.1, 9.5, 9.6, 9.7, 9.8, 9.9, 9.10, 12.2, 13.4, 14, 15,15.1.2, 15.1.3, 15.1.5 Inspections3.1.3, 3.3.3, 3.7.1, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.3,9.9.2. 9.10.1. 12.2.1. 13.4Instructions 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 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 17:05:a ET on 06/1 0/2022 under OrderNo.2114332943 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: (1899458091 ) 6 DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDIDF Materials, Hazardous 10.2.4, 10.3 Materials, Labor, Equipment and1.1.3, 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, 14.2.1.2Means, 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, 15.2.8 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 Authority1.5, 2.1.1, 2.3.32.4, 2.5, 3.4.2, 3.8.1, 3.12.10, 3.14.2,4.1.2, 4.2.4, 4,2.9, 5.2.1, 5.2.4, 5.4,1, 6.1, 6.3, 7.2.1,7.3.1, 8.2.2, 8.3.1, 9.3.2, 9.5.1, 9.6.4, 9,9.1, 9.10.2,10.3.2, 11.4, 11.5, 12.2.2, 12.3, 13.2.2, 14.3, 14.4, 15.2.7Owner’s Insurance 11.2Mediation8.3.1, 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’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 Award Separate Contracts6.1 Construction and to Owner’s Right to Stop the Work £r©ht Mutual Responsibility6.2 Owner’s Right to Suspend the Work Nonconforming Work, Acceptance of9.6.6, 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 Notice 1.6, 1.6.1, 1.6.2, 2.1.2, 2.2.2., 2.2.3, 2.2.4, 2.5, 3.2.4,3.3.1, 3.7.4, 3.7.5, 3.9.2, 3.12.9, 3.12.10, 5.2.1, 7.4,8.2.2 9.6.8. 9.7, 9.10.1, 10.2.8, 10.3.2, 11.5, 12.2.2.1, 13.4.1, 13.4.2, 14.1, 14.2.2, 14.4.2, 15.1.3, 15.1.5,15.1.6. 15.4.1 Notice of Cancellation or Expiration of Insurance11.1.4. 1 1.2.3Notice 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’s 3.2. 3.7.4 Owner’s Right to Terminate the Contract14.2, 14.4 Ownership and UsetO+heF–+nstFunRents 14.3 aRd Documents 1.1.1, 1.1.6, 1.1.7, 1.5, 1.5,1, 1.5.2. 2.3.6, 3.2.2, 3.11, 3.17, 4.2.12, 5.3 Partial Occupancy or Use9.6.6, 9.9 of Drawings, Specifications of Ser\'ieeDesign 1.5.3 1.5.4.1.5.5 Patching, Cutting and3.14, 6.2.5 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 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, 13.4.2,14.3.1OWNER2 Owner. Definition of 2.1.1 Owner, Evidence of Financial Arrangements2.2, 13.2.2, 14.1.1.4 9 Payments to Subcontractors5.4.2, 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 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 17:05:zU ET on 06/1 0/2022 under OrderNo.2114332943 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: (1899458091 ) 7 DocuSign Envelope ID: 76$+A09C-FBDB437F-B540-D49C6F2BDIDF 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 Royalties, Patents and Copyrights3.17 Rules and Notices for Arbitration 15.4.1 Safety of Persons and Property10.2, 10.4 Safety Precautions and Programs 3.3.1, 4.2.2, 4.2.7, 5.3, 10.1, 10.2, 10.4 Samples, Definition of3.12.3 Samples, Shop Drawings, Product Data and3.11, 3.12, 4.2.7 Samples at the Site, Documents and 10 Polychlorinated Biphenyl 10.3.1 Product Data, Definition of3.12.2 Product Data and Samples, Shop Drawings3.11. 3.12. 4.2.7 Progress and Completion4.2.2, 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 3.11 Schedule of Values 9.2, 9.3.1 Schedules, Construction 3.10. 3.12.1, 3.12.2, 6.1.3. 15.1.6.2 Separate Contracts and Contractors 1.1.4, 3.12.5, 3.14.2, 4.2.4, 4.2.7, 6, 8.3.1, 12.1.2 Separate Contractors, Definition of6.1.1 Shop Drawings, Definition of3.12.1 Shop Drawings, Product Data and Samples3.11, 3.12, 4.2.7 Site, Use of3.13. 6.1.1. 6.2.1 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 Specifications 1.1.1, 1.1.6, 1.2.2, 1.5, 3.12.10, 3.17, 4.2.14Statute of Limitations 15.1.2, 15.4.1.1 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 of 5.1.1SUBCONTRACTORS 5 Subcontractors, Work by 1.2.2, 3.3.2, 3.12.1, 3.18, 4.2.3, 5.2.3, 5.3, 5.4, 9.3.1.2, Project Representatives4.2.10 Property Insurance10.2.5. 11.2 Proposal Requirements PROTECTION OF PERSONS AND PROPERTY1 1.1 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 Work3.3.2, 3.18, 4.2.2, 4.2.3, 5.3, 6.1.3, 6.2, 6.3, 9.5.1, 10 Retainage9.3.1, 9.6.2, 9.8.5, 9.9.1, 9.10.2, 9.10.3Review of Contract Documents and Field I Conditions by Contractor3.2. 3.12.7. 6.1.3 Review of Contractor’s Submittals by Owner andArchitect 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 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 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 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- are registered trademarks and may not be used without permission. This document was produced by AIA software at 17:05:zU ET on 06/1 0/2022 under OrderNo.2114332943 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.orgUser Notes: (1899458091 ) 8 DocuSign Envelope ID: 768tA09C-FBDBdt37F-B540-D49C6F2BDI DF Submittal Schedule 3.10.2. 3.12.5. 4.2.7 Subrogation, Waivers of6.1.1, 11.3 Substances, Hazardous10.3 Substantial Completion4.2.9, 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 of 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, 9.4.2, 9.8.3,9.9.2, 9.10.1, 10.3.2, 12.2.1, 13.4TIME 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 8 12 5.1.2 Subsurface Conditions 3.7.4 Successors and Assigns13.2 Superintendent3.9, 10.2.6 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 Contractor 9.10.5. 13.3.2. 15.1.7 Waiver of Claims by the Owner 9.9.3, 9.10.3, 9.10.4, 12.2.2.1, 13.3.2, 14.2.4, 15.1.7 Waiver of Consequential Damages14.2.4, 15.1.7Waiver of Liens 9.3, 9.10.2, 9.10.4 Waivers of Subrogation6.1.1, 11.3Warranty1.9. 3.5, 4.2.9. 9.3.3, 9.8.4, 9.9.1, 9.10.2, 12.2.2. 15,1.2 Weather Delays8.3, 15.1.6.2 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, 9.10.3, 11.1.2, 14.2.2, 15.2.7 Surety, Consent of9.8.5, 9.10.2, 9.10.3 SUIveys1.1.7, 2.3.4 Suspension by the Owner for Convenience14.3 Suspension of the Work 3.7.5, 5.4.2, 14.3 Suspension or Termination of the Contract 5.4,1.1, 14Taxes 3.6, 3.8.2.1, 7.3.4.4 Termination by the Contractor14.1. 15.1.7 Termination by the Owner for Cause5.4.1.1. 14.2, 15.1.7 Termination by the Owner for Convenience14.4 9.10.4, Termination of the Architect 2.3.3 Termination of the Contractor Employment14.2.2 1.1.3 Written Consent 1,5,21 1,5,51 3,4,2) 3 ,7,4> 3 , 12,8> 3 , 14,21 4, 1,2? 9,3,21 9.10.3, 13.2, 13.3.2, 15.4.4.2 Work. Definition of 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 Architeds. 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 17:05:44 ET on 06/10/2022 under OrderNo.2114332943 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: (1899458091 ) 9 DocuSign Envelope ID: 7654A09C-FBDBZ137F-B540-D49C6F2BDIDF 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 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 17:05:zU ET on 06/10/2022 under OrderNo.2114332943 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: (1899458091 ) 10 DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDIDF 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 furnished by the Owner in anticipation of receiving bids or proposals, the Contractor’s bid or proposal, or portions of Addenda relating to bidding or proposal requirements. The Contractor shall assist and cooperate in preparing the 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. $ 1.1.2 The Contract The Contract Documents form the Contract for ConstIUction. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations, or agreements, either writtenor 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 infavor 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 carryinR out and completion of the terms of the contractand 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. SI.1.4 The Project The Project is the total construction of which the Work performed under the Contract Documents may be the whole or a part and which may include construction by the Owner and by Separate Contractors. 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. 51.1.6 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. $ 1.1.7 1nstruments of Service sketches, drawings, specifications, and other similar materials. 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 -AtA Contract Documents- areregistered trademarks and may not be used without permission. This document was produced by AIA software at 17:05:44 ET on 06/10/2022 under OrderNo.2114332943 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: (1899458091 ) 11 DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDIDF $ 1.1.7 Design Documents Design 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 respectiveprofessional 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 IndemniteesThe 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. $ 1.1.1 1 As-Built Documents The As-Built Documents are the Drawings, Specifications, and addenda thereto that may be updated by the Contractor to accurately reflect the actual Work in place, including without limitation, the incorporation of Change Orders, responses to the Contractor’s requests for information, Architect’s supplemental instructions, field modifications, and other similar changes made to the Work during construction. The As-Built documents shall conform to the format and compatibility requirements of Section 1.5.3 . $ 1 .1.12 Work Breakdown Structure The project’s Work Breakdown Structure (’'WBS") is a deliverable-oriented, hierarchical organization of the Project components to be executed by the Owner, and its accompanying numbering system. The WBS will be mutually agreed upon by the Owner and Architect and used by the Contractor. $ 1.1.13 Design-Build ScopeOmitted $ 1.1.14 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 Contract Documents; which may be incorporated in the Work after using the process specified in the Contract Documents for review and acceptance by the Architect and acceptance of same by the Owner. $ 1.1.15 Force Majeure An act of God, fire, tornado, hurricane, flood, earthquake, explosion, war on American soil, civil disturbance, labor strikes, and similar unavoidable circumstances beyond Contractor’s control, not caused by the negliRent act or omission of Contractor or breach of this Agreement, its Subcontractors, or anyone else for whom Contractor is responsible, and not caused by Contractor’s breach of a project labor or a "no strike" agreement. $ 1.1.16 Knowledqe 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 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 17:05:44 ET on 06/10/2022 under OrderNo.2114332943 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: 0899458091 ) 12 DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDIDF 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 and prudent contractor familiar with the Work and in accordance with the highest standards in the constructionprofession. S 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 completionof the Work by the Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all; performance by the Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the indicated results. Where a conflict occurs between or within standards, specifications, and drawings, the more stringent or higher quality requirements shall apply. The precedence and coordination of the Contract Documents are as follows: .1 Any addenda and modifications to the Drawings and Specifications take precedence over any 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. An\'thinR 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 necessarr' 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 Fiwred 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. $ 1.2.2 Organization of the Specifications into divisions, sections and articles, and arrangement of Drawings shall not control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to 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 A201o- 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 17:05:44 ET on 06/1 0/2022 under OrderNo.2114332943 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: (1899458091 ) 13 DocuSign Envelope ID: 7654A09C.FBDB437F-B540-D49C6F2BDIDF S 1.3 Capitalization Terms capitalized in these General Conditions include those that are (1) specifically defined, (2) the titles of numberedarticles, or (3) the titles of other documents published by the American 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 articlessuch as "the" and "an," but the fact that a modifier or an article is absent from one statement and appears in another is not intended to affect the interpretation of either statement. S 1.5 Ownership and Use of Drawings, Specifications, and Other Instruments of ServiceDesiqn 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 Design Documents including. without limitation, all copyright and other intellectual property rights. Disputes between the parties shall not impact this transfer of ownership, neither will a termination of this Agreement. In the event of a dispute between the parties regarding payment for Basic or Additional Services, the Architect is not obIiRated todeliver 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 theOwner, and, without limitation, the Architect may not use the Design Documents for any purpose not related to the Project without the Owner’s prior written consent. S 1.5.3 When requested by the Owner, the Architect shall furnish to the Owner the most current Design Documents, to include, without limitation all the most current drawings, design and engineering calculations, specifications, and anyother information which the Architect or the Architect’s consultantf 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 coPWiRht notice, if any, shown on the Design Documents. The Contractor, Subcontractors, Sub-subcontractors, and material or equipment suppliers may not use the Design Documents on other projects or for additions to this Project outside the scope of the Work without the specific written consent of theOwner S 1.6 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 towhom 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 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 17:05:zU ET on 06/1 0/2022 under OrderNo.2114332943 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: 0899458091 ) 14 DocuSign Envelope ID: 7654A09C-FBDB+37F-B540-D49C6F2BDIDF or by electronic transmission if a method for electronic transmission is set forth in the Agreement. In the event notice is provided by mail, it shall be sent certified return receipt requested. $ 1.6.2 Notice of Claims as provided in Section 15.1.3 shall be provided in writing and shall be deemed to have been duly served only if delivered to the designated representative of the party to whom the notice is addressed by certified or registered mail, or by courier providing proof of delivery. § 1.7 Digital Data Use and TransmissionThe parties shall agree upon protocols governing the transmission and use of Instruments of Service DesignDocuments or any other information or documentation in digital form. The parties will use AIA DocumentE203Tv1 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 the Owner, 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 b,4odeling 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 performanceof the Work or earlier termination of this Agreement. ARTICLE 2 OWNER S 2.1 General $ 2.1.1 The Owner is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The Owner shall designate in writing a representative who shall have express authority to bind the Owner with respect to all matters requiring the Owner’s approval or authorization. Except as otherwise provided in Section 4.2.1, the Architect does not have such authority. The term "Owner" means the Owneror 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, infouuation usually referred to as the site, and the Owner’s interest therein.the following information to a person, including the Architect or Contractor, who makes a request for information under Texas Government Code Chapter 2253, related to a pawnent 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. $ 2.1 .3 The Owner mav 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 thev deem necessarv 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 fuljy and respond to their reviews and comments in writing in a timelv and comprehensivemanner. This provision shall not be interpreted to require the Owner to obtain an independent review or impjythat 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 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 17:05:44 ET on 06/10/2022 under OrderNo.2114332943 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: 0899458091 ) 15 DocuSign Envelope ID: 7654A09C-FBDB-+37F-B540-D49C6F2BDIDF $ 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 furnishes 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 govemmental entity, or by courtor 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 beforedisclosing to Subcontractors, sub-Subcontractors, or any other tier of vendor. S 2.3 Information and Services Required of the Owner S 2.3.1 Except for permits and fees that are the responsibility of the Contractor under the Contract Documents,including those required under Section 3.7.1, the Owner shall secure and pay for necessary approvals, easements, assessments and charges required for construction, use or occupancy of permanent structures or for permanent changes in existing facilities. S 2.3.2 The Owner shall retain an architect lawfUlly licensed to practice architecture, or an entity lawfully practicingarchitecture, 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 shan furnish surveys describing physical characteristics, legal limitations and utility locations forthe 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’swritten 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 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 17:05:44 ET on 06/1 0/2022 under OrderNo.2114332943 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.orgUser Notes: 0899458091 ) 16 DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDI DF S 2.3.6 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. $ 2.3.7 The foregoing are, without limitation and in addition to, the other duties and responsibilities of the Ownerspecified in Article 6; Article 9; and Article 11. 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 Carry Out the Work If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a ten day period after receipt of notice from the from the Owner or Architect to commence and continue correction of such default or neglect with diligence and promptness, the Owner may, without prejudice to other remedies the Owner may have, correct such default or neglect. and the Architect may, The Architect may, at the direction of the Owner, pursuant to Section 9.5.1, withhold or nullifya 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. .81 hours q 2.6 Extent of Owner Rights 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 construction means, 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, orapproval(s) by the Owner or Architect of the Design Documents, the Contract Documents, the Contractor’s Construction Management Planfs), 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 personnel from 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 manaRement, cause delay or delays, will not strictly adhere to facility procedures and project requirements either willfully or unknowingly, insubordination. druq/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 $ 3.1 General S 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 A201€’ - 2017. Copyright © 191 1, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963. 1966, 1970, 1976. 1987, 1997, 2007 and 2017 by Tbe 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 17:05:44 ET on 06/10/2022 under OrderNo.2114332943 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: 0899458091 ) 17 DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDIDF 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. The terms "Contractor" and "Construction Manager" shall be used interchangeably to have the same meaninR as defined in this Section 3.1.1. S 3.1.2 The Contractor shall perform the Work in accordance with the Contract Documents. $ 3.1 .3 The Contractor shall not be relieved of its obligations to perform the Work in accordance with the Contract Documents either by activities or duties of the Architect in the Architect’s administration of the Contract, or by tests,inspections or approvals required or performed by persons or entities other than the Contractor. $ 3.2 Review of Contract Documents and Field Conditions by Contractor 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 sunoundinR 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 theWork, carefully study and compare the various Contract Documents relative to that portion of the Work, as well as the information furnished by the Owner pursuant to Section 2.3.4, shall take field measurements of and verify any existing conditions related to that portion of the Work, and shall observe and verify the impact of any conditions at the site affecting it. These obligations are for the purpose of facilitating coordination and construction by the Contractor and are not for the purpose of discovering errors, omissions, or inconsistencies in the Contract Documents; however, the Contractor shall promptly report to the Architect any errors, inconsistencies or omissions discovered by or made known to the Contractor as a request for information in such form as the Architect may require. If the Contractor performs any construction activity knowing it involves a recognized error, inconsistency or omission in the Contract Documents without such notice to the Architect, the Contractor shall assume 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 forinformation 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 thoseobligations, 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-M 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 17:05:44 ET on 06/10/2022 under OrderNo.2114332943 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: (1899458091 ) 18 DocuSign Envelope ID: 76WIA09C-FBDB437F-B540-D49C6F2BDI DF S 3.3 Supervision and Construction Procedures S 3.3.1 The Contractor shall supervise and direct the Work, using the Contractor’s best skill and attention. The Contractor shall be solely responsible for, and have control over, construction means, methods, techniques, sequences,and procedures, and for coordinating all portions of the Work undor tho 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. $ 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 #equent inspections of the Work, with theapplicable Subcontractor(s) involved, if any, with seven (7) days advance notice to the Architect, and the Contractor shall identify incorrect and faulty Work. q 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 53.4.1 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. S 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 minorchanges in the Work approved authorized by the Architect in accordance with Section 3.12.8 or ordered by the Architect 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 and in accordance with in accordance with the conditions set forth below and elsewhere in the Contract Documents, and a Change Order or Construction Change Directive. The Contractor must submit to the Architect and the Owner, for each proposed substitution: .1 A full explanation of the proposed substitution and submittal of all supporting data, including technical information, catalog "cut sheets", warranties, test results, installation instructions, operating procedures, andother like information necessary for a complete evaluation of the substitution; .2 A written explanation of the reasons the substitution is advantageous 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 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 17:05:44 ET on 06/10/2022 under OrderNo.2114332943 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: 0899458091 ) 19 DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDIDF .4 The adjustment, if any, in the time of completion of the Contract and the Contractor’s ConstructionSchedule 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, a substitution 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, andthe 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 properlyskilled 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 constructionpersonnel. $ 3.4.4 All work under this Agreement shall be performed in a skillful and workmanhke manner in accordance with the highest industry standards. $ 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 S 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 further warrants that the Work will conform ++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 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 17:05:44 ET on 06/10/2022 under OrderNo.2114332943 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: 0899458091 ) 20 DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDI DF equipment not conforming to these requirements may be considered defective. The Contractor’s warranty excludes remedy for damage or defect caused by abuse, alterations to the Work not executed by the Contractor, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. If required by the Architect, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. THECONTRACTOR SHALL DEFEND AND HOLD THE OWNER HARMLESS AGAINST ANY CLAIMDEMAND. LOSS. OR DAMAGE BY ANY BREACH OF THIS WARRANTY. AND CONTRACTORACKNOWLEDGES IT SHALL NOT LIMIT SUCH WARRANTY BY THE PROVISIONS OF SECTION 12.2 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. $ 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. S 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 and completion 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 out and filed with the manufacturer or other appropriate entity in coordination with the Owner. Certificates or registration stubs shall be included with the record documents submitted for the Owner upon completion of the Work. The Owner shall administrate manufacturer’s warranties/guarantees after expiration of the Contractor’s warranty. S 3.5.6 Temporary or trial usage by the Owner of any mechanical device, machinery, apparatus, equipment, or any work 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 the Architect 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. S 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/ormaterials shall be replaced or returned to "as new" condition prior to acceptance by the Owner. $ 3.5.9 The Contractor agrees to assign to the Owner at the time of final completion of the Work any and all manufacturer’s warranties relating to materials and labor used in the Work and further agrees to perform the Work in such manner so as to preserve any and all such manufacturer’s warranties. 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 17:05:44 ET on 06/10/2022 under OrderNo.2114332943 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 899458091 ) 21 DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDIDF S 3.5.10 Ifnecessanr 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. $ 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 the Contractor 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, water, 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. $ 3.7.2 The Contractor shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities applicable to performance of the Work. 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 ContractDocuments, and without notice to the Architect that the Contract Documents are at variance with applicable laws, ordinances, rules, or regulations, the Contractor shall assume appropriate responsibility for such Work and shall bearthe costs attributable to correction. Codes and ordinances shall take full and complete precedence over anything contained in the Drawings, Specifications, or other Contract Documents, except where the Contract Documents call for Work or materials of higher standards than those required by codes or ordinances, in which case, the Contract Documents shall govern. Nothing contained in the Contract Documents shall be construed as authority for the Contractor to violate any applicable codes or ordinances in effect at the site. S 3.7.4 Concealed or Unknown ConditionsIf 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 providenotice 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 the Architect determines that if, in theArchitect’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 ofthe Contract Documents; or are part of the materials provided by the Contractor to be used in constructing the lmprovernents. S 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” are registered trademarks and may not be used without permission. This document was produced by AIA software at 17:05:zU ET on 06/1 0/2022 under OrderNo.21 14332943 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: (1899458091 ) 22 DocuSign Envelope ID: 7681A09C-FBDB437F-B540-D49C6F2BDIDF 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 andregulations. .1 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 to any inspection request related to such 1-9 forms by the Contractor, Owner or governmental agency orauthority .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 itsemployees or subcontractors; .3 The Contractor shall immediately, and in any event within two (2) hours of Contractor’s first notice of an event described in this Section 3.7.6, notify the Owner in writing and by in-person voice communications (not voicemail) of any unscheduled inspections, raids, investigations, inquiries, visits, or audits conducted by the USCIS, OSHA, or any other governmental agency or authority related to environmental, immigration, or employee safety issues of the Contractor, its agents, employees, its Architect. Subcontractors, orSub-subcontractors .4 The Contractor shall, on a monthly basis during the term of this Agreement, conduct an audit of the 1-9 forms for its 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 local ordinances, including, without limitation, the Immigration Reform and Control Act of 1986, as amended. and the Illegal Immigration Reform and Immigration Responsibility Act of 1 996, 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 $ 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 direct7 but the 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 allrequired 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 A201€’- 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 17:05:44 ET on 06/10/2022 under OrderNo.2114332943 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: 0899458091 ) 23 DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDI DF .3 whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly by Change Order. The amount of the Change Order shall reflect (1) the difference between actual costs and the allowances under Section 3.8.2.1 and (2) changes in Contractor’s costs under Section 3.8.2.2. S 3.8.3 Materials and equipment under an allowance shall be selected by the Owner with reasonable promptness. S 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 completedto 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. TheContractor 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. S 3.10.1.1 Where the Contract is based on a Stipulated Sum, the Contractor, immediately after being awarded the Work, and before execution of the Agreement, shall meet at a Preconstruction Conference with the Owner for the purpose of reviewing the Contractor’s proposed Construction Management Plan; assisting the Owner with further developinR the Master Project Schedule; and integrating the Work of the Contractor into that of the Owner and all Separate Contractors, if any. $ 3.10.1.2 Where the Contract is based on Cost of the Work with a Guaranteed Maximum Price, the Preconstruction Conference to review the Contractor’s proposed Construction Management Plan shall take place when mutuallyagreed 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. S 3.10.1.3 The Contractor’s initial Construction Management Plan presented at the Preconstruction Conference shall include, without limitation, the Contractor’s proposed, completed deliverables for those components specified in the Contract Documents. The Construction Management Plan and its components shall be provided and presented by the Contractor to the Owner and Architect in a clear, concise format to allow their effective and expedient review. All 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, ata minimum and without limitation, to the requirements of Sections 3.2, 3.3, 3.4 and 13.5. 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 17:05:44 ET on 06/10/2022 under OrderNo.2114332943 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: (1899458091 ) 24 DocuSign Envelope ID: 76WIA09C-FBDB437F-B540-D49C6F2BDIDF $ 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, andthe 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 theContractor’s mobilization on site to begjn the Work. $ 3.10.1.5 The Owner’s review, comment and approval and Architect’s review of the Contractor’s ConstructionManagement Plan is for general content in limited areas of specific interest or concern to the Owner and Architect. Suchreview, 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. Suchreview, 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 duringperformance 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 and attached to the Agreement as a new Exhibit through issuance of a Change Order for the purpose by theArchitect; and signing 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 inaccordance 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 anticipatedprogress of Work based on those conditions; and .9 All requests for change orders, modifications or additional compensation from the Contractor affecting the Contract Time or Contract Sum shall include a detailed schedule with both data and 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 A201o- 2017. Copyright © 1911, 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 17:05:44 ET on 06/1 0/2022 under OrderNo.2114332943 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: (1899458091 ) 25 DocuSign Envelope ID: 7654A09C-FBDBzt37F-B540-D49C6F2BDIDF S 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 wheremutually 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. S 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 theContractor 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 the Contractor’s Project Schedule. $ 3.10.1.10 Upon completion of the Master Project Schedule, and signed acceptance by the Owner and all SeparateContractors, the Master Project Schedule shall supersede previously submitted schedules. Each updated Master Project Schedule shall supersede previous updates. S 3.10.2 The Contractor, promptly after being awarded thePreconstruction 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 submittalschedule, 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 9ubmittal9 in accordance with the approved submittal schedule, the Contractor shall not an approvable submittal schedule thirty (30) days prior to thedate 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 of9ubmittal9.the delay of the Work or time required for review of submittals during the prosecution of the Work. S 3.10.3 The Contractor shall perform the Work in general accordance with the most recent schedules submitted to theOwner and Architect.Contractor’s Project Schedule submitted to the Owner and Architect and incorporated into the approved Master Project Schedule. S 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 Schedule changes materially affecting the Contractor’s Project Schedule. S 3.10.5 The Contractor will produce a Short Interval Schedule containing activities for not less than one (1) previousweek 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- are registered trademarks and may not be used without permission. This document was produced by AIA software at 17:05:44 ET on 06/10/2022 under OrderNo.2114332943 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: 0899458091 ) 26 DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDIDF S 3.10.7 The Contractor shall, at mutually agreed intervals, submit to the Owner and Architect a progress reportstating, 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 theContractor 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 indicatesany actual or potential delays, the Contractor shall, using both the most currently approved Contractor’s Project Schedule as a baseline for comparison, and a written narrative, propose an affirmative plan to correct the delay (hereinafter referred to as the "Proposed Recovery Schedule") which must include the following: .1 The Proposed Recovery Schedule will show the results of working additional shift or days, adding additional labor, and any of the other actions specified in Section 8.4, if necessary, all as described in theaccompanyrng 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 suchrevl ew=bC and .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 Change Order by the Contractor, Architect, and Owner, in that order; and .4 in no event shall any progress report, schedule update or Proposed Recovery Schedule constitute an adjustment in the Contract Time, any Contractual Milestone Date, or the Contract Sum unless any such adjustment is agreed to by the Owner and authorized pursuant to Change Order. S 3.10.9 in the event either the Owner or Architect determine that the performance of the Work, as of a Contractual Milestone Date, has not progressed or reached the level of completion required by the Contract Documents, the Owner shall have the right to order the Contractor to 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 hequently 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. § 3.10.11 The Owner shall have the right to direct a postponement or rescheduling of any date or time for the performance of any part of the Work that may interfere with the operation of any part of the Owner’s organization or any stakeholders or invitees thereof. The Contractor shall, upon the Owner’s or Architect’s request, reschedule such portion of the Work durinR hours when the interference to the Owner’s organization, or any stakeholders or inviteesthereof, will be minimized or eliminated. Any postponement, rescheduling, or performance of the Work under this Section 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 isrequired for the convenience of the Owner. $ 3.11 Documents and Samples at the Site The Contractor shall make available, to the Owner, Architect or their designees, at the Project site, the Contract Documents, including Change Orders, Construction Change Directives, and other Modifications, in good order and marked currently to indicate field changes and selections made during construction, and the approved Shop Drawings, Product Data, Samples, and similar required submittals. These shall be in electronic form or paper copy, available to the Architect and Onber, 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 © 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 17:05:44 ET on 06/1 0/2022 under OrderNo.2114332943 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: 0899458091 ) 27 DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDIDF 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 theAs-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 $ 3.11.1 The Contractor shall provide final electronic files and one "hard" copy of the Drawings and Specifications to the Owner updated to reflect the final condition of the Project with the final Application for Payment as a 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 the Contractor or a Subcontractor, Sub-subcontractor, manufacturer, supplier, or distributor to illustrate some portion ofthe Work S 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 standardsby which the Work will be judged. S 3.12.4 Shop Drawings, Product Data, Samples, and similar submittals are not Contract Documents. Their purpose is to demonstrate how the Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents for those portions of the Work for which the Contract Documents require submittals. Review by the Architect is subject to the limitations of Section 4.2.7. Informational submittals upon which the Architect is not expected to take responsive action may be so identified in the Contract Documents. Submittals that are not required bythe Contract Documents may be returned by the Architect without action. S 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 inthe 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 tothe Owner and Architect that the Contractor has (1) reviewed and approved them, (2) determined and verified materials, field measurements and field construction criteria related thereto, or will do so, and (3) checked andcoordinated 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 beenapproved 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 Constnrction Change Directive has been issued authorizing the Init. / AIA Document A201e- 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 17:05:44 ET on 06/10/2022 under OrderNo.2114332943 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: (1899458091 ) 28 DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDI DF 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. S 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 theabsence 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 inan 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 of architecture or engineering unless such services are specifically required by the Contract Documents for a portion ofthe 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. S 3.12.10.1 if professional design services or certifications by a design professional related to systems, materials, or equipment are specifically required of the 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 ContractDocuments. 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, andother 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 relyupon 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 been performed in accordance with the design criteria, the Contractor shall furnish such certifications to the Owner and theArchitect at the time and in the form specified by the Architect. 93.13 U8e of Site encumber the site with materials or equipment. $ 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 unreasonablyencumber the site with materials or equipment. $ 3.13.1 The Contractor shall coordinate the Contractor’s operations with, and secure the approval of, the Ownerbefore 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 damage, 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 and that these site areas may be occupied during the performance of some portions of 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 17:05:zU ET on 06/10/2022 under OrderNo.2114332943 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: (1899458091 ) 29 DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDIDF .2 The Work shall be performed, to the fullest extent reasonably possible, in such a manner that public areasadjacent to the site of the Work shall be free from all debris, building materials, and equipment likely to cause interference with adjacent stakeholders or create hazardous conditions; .3 The Contractor shall be responsible for the mitigation and/or abatement of all noise, dust, fumes, traffic or other by-product of construction activity that, in the opinion of the Owner or the Architect, have an adverse affect on the quality of life or productivity for Project stakeholders, the Owner’s current operations, or theOwner’s employees. Such mitigation and/or abatement shall be performed in manner and with a result completely and wholly acceptable to the Owner and Architect; .4 The Contractor shall control its personnel and the Subcontractors on site, especially regarding the use of alcohol or profanity, dressing in an inappropriate manner, parking in an inappropriate place, or other activities deemed to be inappropriate, to the satisfaction of the Owner and Architect. Repeat offenses will cause the Owner or Architect to require, through the Contractor, the temporary or permanent removal of the offending individuals, 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’-0" 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 proFess (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 reasonable access, both vehicular and pedestrian, to the site of the Work and all adjacent areas, which includes, but is not limited to, all of the following duties: .1 The access to the site shall be maintained in compliance with all local, state, and Federal code and lifesafety requirements for ingress by first responders and other similar emergency requirements; .2 The Contractor shall inform the Owner, Architect and any officials referenced in Section 3.13.5 in writing a minimum of thirty (30) calendar days prior to any disruption of access, specifically and graphically showing the nature of the disruption, as well as the hours it will be disrupted. Such disruption will be subject to Owner’s and Architect’s approval, such approval not to be unreasonably withheld; .3 The Owner shall be responsible for snow removal to the limits of the construction site only so far that the Contractor will have access to the entrance to the construction area; and .4 Snow removal within the limits of work and/or for the purpose of performing and protecting work by individual contractors is the duty of the Contractor. $ 3.13.4 During the performance of the Work, the Contractor, its Subcontractors, Sub-subcontractors, suppliers and their employees agree they shall: .1 Use such entrances to the constrvction 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 17:05:M ET on 06/10/2022 under OrderNo.2114332943 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: 0899458091 ) 30 DocuSign Envelope ID: 7691A09C-FBDB437F-B540-D49C6F2BDI DF $ 3.13.5 The Contractor shall notify all public utility companies a minimum of two (2) business days prior to thecommencement 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 hasbeen 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. $ 3.13.7 Notwithstanding 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 materials and Work installed in the building is solely the responsibility of the Contractor; .3 The Contractor shall bear sole responsibility for the restoration of damaged Work and replacement ofdamaged 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. $ 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 of the 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 such material until it is released to a third party authorized in writing by the Owner to receive it. S 3.14 Cutting and Patching 53.14.1 The Contractor shall be responsible for cutting, fitting, or patching required to complete the Work or to makeits 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 completedconstruction of the Owner or Separate Contractors by cutting, patching, or otherwise altering such construction, or by excavation. The Contractor shall not cut or otherwise alter construction by the Owner or a Separate Contractor except with written consent of the Owner and of the Separate Contractor. Consent shall not be unreasonably withheld. The Contractor shall not unreasonably withhold, from the Owner or a Separate Contractor, its consent to cutting or otherwise altering the Work. 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 17:05:44 ET on 06/10/2022 under OrderNo.2114332943 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 ContractDocumentsa Terms of Service. To report copyright violations, e-mail copyright@aia.org.User Notes: (1899458091 ) 31 DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDI DF S 3.15 Cleaning Up S 3.15.1 The Contractor shall keep the premises and surrounding area Bee &om accumulation of waste materials and rubbish caused by operations under the Contract. Contract and shall be responsible for daily clean-up of construction materials and dust control. At completion of the Work, the Contractor shall remove waste materials, rubbish, the Contractor’s tools, construction equipment, machinery, and surplus materials from and about 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 ofcopyrights and patent rights and shall defend and hold the Owner and Architect harmless from loss on account thereof, but shall not be responsible for such defense or loss when a particular design, process, or product of a particular manufacturer or manufacturers is required by the Contract Documents, or where the copyright violations are contained in Drawings, Specifications, or other documents prepared by the Owner or Architect. However, if an infringement of a copyright or patent is discovered by, or made known to, the Contractor, the Contractor shall be responsible for the loss unless the information is promptly furnished to the Architect. S 3.18 Indemnification eONTMCTOR DOES HEREBY AGREE TO WAIVE ALL CLAIMS, RELEASE, INDEMNIFY, DEFENDAND HOLD HARMLESS INDEMNITEES FROM AND AGAINST ANY AND ALL CITATIONS. CLAIMS.COSTS, DAMAGES, DEMANDS, EXPENSES. FINES. JUDGMENTS. LIABILITY. LOSSES, PENALTIES,SUITS OR CAUSES OF ACTION OF EVERY KIND INCLUDING ALL EXPENSES OF LITI(,ATIONAND/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 LOSS OF USE OFANY PROPERTy OCCASIONED BY ERROR, OMISSION, OR NEGLIGENT ACT OF CONTRACTOR.ITS SUBCONTRACTORS, ANY OFFICERS, AGENTS OR EMPLOYEES OF CONTRACTOR OR ANYSUBCONTRACTORS. INVITEES, AND ANY OTHER THIRD PARTIES OR PERSONS FOR WHOM ORWHICH CONTRACTOR IS LEGALLY RESPONSIBLE, IN ANY WAY ARISING OUT OF, RELATISGTO, RESULTING FROM,mN CONNECTION WITH THE PERFORMANCE OF THIS CONTRACT,AND CONTRACTOR WILL AT ITS OWN COST AND EXPENSE DEFEND AND PROTECT OWNERFROM ANY AND ALL SUCH CLAIMS AND DEMANDS. CONTRACTOR DOES HEREBY AGREE TO WAIVE ALL CLAIMS. RELEASE. INDEMNIFY. DEFENDAND HOLD HARMLESS INDEMNITEES FROM AND AGAINST ANY AND ALL CITATION’S. CLAINfS. COSTS, 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 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.ms:\JOF ACTION ARISE IN WHOLE OR IN PART FROM THE NEGLIGENCE OF INDEMNITEES. IT IS THE 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 17:05:zU ET on 06/10/2022 under OrderNo.2114332943 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: 0899458091 ) 32 DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDI DF EXPRESS INTENTION OF THE PARTIES HERETO TWAT THE INDEMNITY PROVIDED FOR IN THISPARAGRAPH IS AN IN DEMNITY BY CONTRACTOR FOR THE BENEFIT OF THE OWNER FROM THE 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 AGAnVST ANY PARTY INDEMNIFIED HEREUNDER BY ANYEMPLOYEE OF THE CONTRACTOR ANY SUB-CONTRACTOR. ANYONE DIRECTLY ORlbnl EIPLOmI BY ANY OF THEM I E FOI cr THEM MAYBE LIABLE. THE INDEMNIEICATION OBLIGATION HEREIN PROVIDED SHALL NOT BE LIMITEDIN ANY WAY BY ANY LIMITATION ON THE AMOUNT OR TYPE OF DAMAGES, COMPENSATIONOR BENEFITS PAYABLE BY OR FOR THE CONTRACTOR OR ANY SUB-CONTRACTOR UNDERWORKMEN’S COMPENSATION OR OTHER EMPLOYEE BENEFIT ACTS. INDEMNIFIED ITEMS SHALL INCLUDLBUT NOT BE LIMITED TO, ATTORNEYS’ FEES ANDCOSTS, COURT COSTS AND SETTLEMENT COSTS, INCURMBY AN INDEMNIFIED INDIVIDUAL) MpTINC TO EN Rcm) ical FiRs INDrml v. THE CONTRACTOR IS NOT REQUIRED TO INDEMNIFY OR DEFEND THE ARCHITECT, ANYLICENSED ENGINEER, OR AN AGENT, SERVANT, OR EMPLOYEE OF THE ARCHITECT ORLICENSED ENGINEER FROM LIABILITY THAT MAY ARISE FROM DEFECTS IN THE PLANS,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 TMCONSTRUCTION CONTRACT AS SET FORTH IN CHAPTER 130 OF THE TEXAS CIVIL PRACTICEAND REMEDIES CODE. disability benefit acts, or other employee benefit acts. THE CONTRACTOR’S INDEMNITY OBLIGATIONSUNDER THIS SECTION 3.18 SHALL ALSO SPECIFICALLY INCLUDE, WITHOUT LIMITATION, ALLFINES, PENALTIES. DANIAGES. LIABILITY. SAFETY VIOLATIONS. COSTS, EXPENSES(INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS’ FEES), AND PUNITIVEDAMAGES, IF ANY, ARISING OUT OF, OR IN CONNECTION WITH ANY: .1 VIOLATION OF OR FAILURE COMPLYIVITH ANY LAW, STATUTE, ORDINANCE, RULE REGULATION, CODE OR REQUIREMENT OF A PUBLIC AUTHORITY THAT BEARS UPONTHEPERFOR&IANCE OF THE WORK BY THE CONTRACTOR A SUBCONTRACTOR OR I MR IS RESP \BIBLE: .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. AND INSPECTION AS REQUIRED UNDER THE CONTRACT DOCUMENTS, OR ANY VIOLATIONOF ANY PERMIT OR OTHER APPROVAL OF A PUBLIC AUTHORITY APPLICABLE TO THEWORK. 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 THEINDEN[NITEES SET OUT IN SECTION 3.18.1 FROM AND AGAINST ANY COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) INCURRED BY ANY OF THE INDEMNITEES INENFORCING ANY OF THE CONTRACTOR’S DEFENSE, INDEMNITY, AND HOLD-HARMLESSOBLIGATIONS UNDER 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 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 17:05:44 ET on 06/10/2022 under OrderNo.2114332943 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: 0899458091 ) 33 DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDIDF ARTICLE 4 ARCHITECTS 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 Documents shall not be restricted, modified, or extended without written consent of the Owner, Contractor, and Architect. Consent shall not be unreasonably withheld. $ 4.2 Administration of the Contract $ 4.2.1 The Architect will provide administration of the Contract as described in the Contract Documents and will be an Owner’s representative during construction until the date the Architect issues the final Certificate for Payment. The Architect will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents. $ 4.2.2 The Architect will visit the site at intervals appropriate to the stage of construction, or as otherwise agreed with the Owner, to become generally familiar with the progress and quality of the portion of the Work completed, and 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 and quality of the portion of the Work completed, and promptly report to the Owner (1) known deviations from the Contract Documents, (2) known deviations from the most recent construction schedule submitted by the Contractor, and (3) defects and deficiencies observed in the Work. The Architect will not be responsible for the Contractor’sfailure to perform the Work in accordance with the requirements of the Contract Documents. The Architect will not have control over or charge o&dand 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 SUkLL BE RESPONSIBLE OR LLABLE FOR THE SAFETY PROGRAM(S)DEVELOPED BY THE CONTRACTOR OR ITS SUBCONTRACTORS FOR THE SAFETY OF PERSONSAND PROPERTY, OR FOR COMPLIANCE WITHSTATUTES, RULES, REGULATIONS, AND ORDERSAPPLICABLE TO CONDUCT THE WORK. SHOULD ANY CONTRACT(mOR RTHEIR SUBCONTRACTOR(S), OR THE SUB-SUBCONTRACTOR(S) M&KE A CLAIM AGAINST THEINDEMNITEES, OR SHOULD THEY OR ANY GOVERNMENTAL ENTITY BRING ANY ACTION ORLEVY OR FINE OR PENALTY AGAINST THE INDEMNITMS ON ACCOUNT OF ANySAFETY-RELATED DAMAGE OR VIOLATION OF LAW ALLEGED TO nAVE BEEN SUSTAINEDTHE CONTRACTOR AGREES TrrAT IT WILL HOLD THE rNDEMNITEES HARMLESS AGAmBIANY 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 INCURRED BY THE INDEMNITEES. S 4.2.4 CommunicationsThe Owner and Contractor shall include the Architect in all communications thane+ate+©+FUf+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. § 4.2.4.1 Failure of Contractor to give the Owner or Architect written notice of Contractor’s objections, within three (3) business days, to directives, instructions, interpretations, or minutes from the Owner or Architect, shall constitute Init. / AIA Document 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 17:05:44 ET on 06/10/2022 under OrderNo.2114332943 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: 0899458091 ) 34 DocuSign Envelope ID: 769+A09C-FBDB437F-B540-D49C6F2BDI DF final and conclusive consent on the part of the Contractor to such directives, instructions, interpretations, or minutes ofthe Owner or Architect. S 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, Ann: Project Manager, or at such other address and to the attention of such person as the Owner may Rom time to time designate in writing. S 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 the Architect considers it necessary or advisable, the Architect will have authority to require inspection or testing of the Work in accordance with Sections 13.4.2 and 13.4.3, whether or not the Work is fabricated, installed or completed. However, neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, material and equipment suppliers, their agents or employees, or other persons or entities performing portions of the Work. 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 to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instructions for installation orperformance of equipment or systems, all of which remain the responsibility of the Contractor as required by theContract Documents. The Architect’s review of the ContIactor’s submittals shall not relieve the Contractor of the 13.9. The Architect’s review shallobljgations under LO 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 offinal 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. S 4.2.10 if the Owner and Architect agree, the Architect will provide one or more Project representatives to assist in carrying out the Architect’s responsibilities at the site. The duties, responsibilities and limitations of authority of such project 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 Projectrepresentatrves I $ 4.2.11 The Architect will interpret and decide matters concerning performance under, and requirements of, the Contract Documents on written request of either the Owner or Contractor. TIle Architect’s response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. §4.2.12 Interpretations and 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 interpretationsand decisions, interpretations, the Architect will endeavor to secure faithful performance by both Owner 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” areregistered trademarks and may not be used without permission. This document was produced by AIA software at 17:05:M ET on 06/10/2022 under OrderNo.2114332943 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: 0899458091 ) 35 DocuSign Envelope ID: 7654A09C-FBDB2137F-B540-D49C6F2BDI DF 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 $ 4.2.14 The Architect will review and respond to requests for information about the Contract Documents. The Architect’s response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. If appropriate, the Architect will prepare and issue supplemental Drawings and Specificationsin response to the requests for information. ARTICLE 5 SUBCONTRACTORS S 5.1 Definitions $ 5.1.1 A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the Work at the site. The term "Subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcontractor. The term "Subcontractor" does not include a Separate Contractor or the subcontractors of a Separate Contractor. § 5.1 .2 A Sub-subcontractor is a person or entity who has a direct or indirect contract with a Subcontractor to perform a portion of the Work at the site. The term "Sub-subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Sub-subcontractor or an authorized representative of the Sub-subcontractor, S 5.2 Award of Subcontracts and Other Contracts for Portions of the Work S 5.2.1 Unless otherwise stated in the Contract Documents, the Contractor, as soon as practicable after award of the Contract, shall notify the Owner and Architect of the persons or entities proposed for each principal portion of the Work, including those who are to furnish materials or equipment fabricated to a special design. Within 14 days of receipt of the information, the Architect may notify the Contractor whether the Owner or the Architect (1) has reasonable objection to any such proposed person or entity or (2) requires additional time for review. Failure of the Architect to provide notice within the 14-day period shall constitute notice of no reasonable objection. S 5.2.2 The Contractor shall not contract with a proposed person or entity to whom the Owner or Architect has made reasonable and timely objection. The Contractor shall not be required to contract with anyone to whom the Contractor has made reasonable objection. 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 be increased 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 Owner or Architect makes reasonable objection to such substitution. $ 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. S 5.2.6 The Contractor shall not sublet the Work as a whole. The approval of subcontractors in no way relieves theContractor from full responsibility. S 5.3 Subcontractual Relations 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 17:05:zn ET on 06/10/2022 under OrderNo.2114332943 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: (1899458091 ) 36 DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDI DF By appropriate written agreement, the Contractor shall require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by terms of the Contract Documents, and to assume toward the Contractor all the obligations and responsibilities, including responsibility for safety of the Subcontractor’s Work, which the Contractor, by the Contract Documents, assumes toward the Owner, the Owner’s other consultants and Architect. Each subcontract agreement shall preserve and protect the rights of the Owner , the Owner’s otherconsultants, 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 agreement, copies of the Contract Documents to which the Subcontractor will be bound, and, upon written request of the Subcontractor, identify to the Subcontractor terms and conditions of the proposed subcontract agreement that may be at variance with the Contract Documents. Subcontractors will similarly make copies of applicable portions of such documents available to their respective proposed Sub-subcontractors. Notwithstanding the above, all Agreements with the Owner shall have all references to compensation redacted before disclosing to Subcontractors, sub-Subcontractors, or any other tier of vendor. 65.3.2 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 actuallyreceived 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 the Subcontractor 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, andlaborers 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 by this Section, the Contractor shall pay the Subcontractor interest as calculated under the provisions of Chapter 2251 ofthe Texas Government Code. Nothing in this Section 5.3 shall be construed to affect the retention provisions of anycontract 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 17:05:44 ET on 06/1 0/2022 under OrderNo.2114332943 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: 0899458091 ) 37 DocuSign Envelope ID: 76&+A09C-FBDB2137F-B540-D49C6F2BDIDF $ 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. S 5.4 Contingent Assignment of Subcontracts$ 5.4.1 Each subcontract agreement for a portion of the Work irmay 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 toSection 14.2 and only for those subcontract agreements that the Owner accepts by notifying the Subcontractor and Contractor; and .2 assignment is subject to the prior rights of the surety, if any, obligated under bond relating to 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 morethan thirty (30Ldays after termination of the Contract by the Owner pursuant to Section 14.2 and the Owner accepts assignment of such subcontract, the Subcontractor’s compensation shall be equitably adjusted for increases in cost resulting from any increase in direct verifiable costs incurred by such Subcontractor as 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. S 5.4.4 Each subcontract shall specifically provide that the Owner shall only be responsible to the Subcontractor for those obligations that accrue subsequent to the assignment of the Subcontractor to the Owner after suspension and termination of the Contract, as provided in this Section 5.4. This Section 5.4 shall be construed to prohibit a pass throuRh 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 approve any Application for Payment that is not the fault of a Subcontractor, the Owner may make direct payment to the Subcontractor, less appropriate retainage. In that event, the amount paid the Subcontractor shall be deducted from the payment to the Contractor. S 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 separate agreements. The Owner reserves the right to perform construction or operations related to the Project with theOwner’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 substantiallysimilar 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 onthe 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 © 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 17:05:44 ET on 06/1 0/2022 under OrderNo.2114332943 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: (1899458091 ) 38 DocuSign Envelope ID: 76$1A09C-FBDB437F-B540-D49C6F2BDIDF S 6.1 .3 The Owner shall provide for coordination of the activities of the Owner’s own forces and of each Separate Contractor with the Work of the Contractor, who shall cooperate with them. The Contractor shall participate with any Separate Contractors and the Owner in reviewing their construction schedules. The Contractor shall make anyrevisions 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 operations related to the Project with the Owner’s own forces or with Separate Contractors, the Owner or its Separate Contractors shall have the same obligations and rights that the Contractor has under the Conditions of the Contract, including,without excluding others, those stated in Article 3, this 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 correctionof 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 forwproper execution or results upon construction or operations by the Owner or a Separate Contractor, the Contractor shall, prior to proceeding with that portion of the Work, promptlynotify the Architect of any apparent discrepancies or defects in the construction or operations by the Owner orSeparate 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 Workshall constitute an acknowledgment that the Owner’s or Separate Contractor’s completed or partially completedconstruction is fit and proper to receive the Contractor’s Work. The Contractor shall not be responsible for S 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, improperlytimed 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 partiallycompleted 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 proceedingscontemplated by this Section but, in any event, if any judgment or award against the Owner arises therefrom, 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 A2010 - 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 17:05:44 ET on 06/10/2022 under OrderNo.2114332943 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: (1899458091 ) 39 DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDIDF THE CONTRACTOR SHALL HOLD THE INDEMNITEES HARMLESS AND DEFEND THEM AGAINSTANY SUCH CLAIM OR SUIT, AND SIIALLIEIMBURSE TO THE INDEMNITEES THE COSTINCLUDING, WITHOUT LIMITATION, REASONABLE, ADDITIONAL ATTORNEY’S FEESINCURRED DEFENDING SUCH SUIT, AND IF ANYA DGMENT AGAINST THE INDENINITEESARISES THERE FROM. THE CONTRACTOR SHALL PAY OR SATISFY IT AND SHALL PAY ALLINITEES. $ 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. $ 6.2.9 1nasmuch as the completion of the building within the prescribed time is dependent very largely upon the closeand active cooperation of all those engaged therein, it is, therefore expressly understood and agreed that each contractor shall lay out and install its work at such time(s) and in such manner as to not delay or interfere with the carTjring forward of the work of the other contractors. $ 6.2.10 Where the work of one contractor directly affects the conditions of the work of another contractor including, as examples only, and not limited to, providing shoring for backfilling, providing protective covering for painting, providing adequate bracing of door jambs, etc., the contractor performing the work which will adversely affect anothercontractor’s work shall be responsible for providinR adequate protection based upon methods used to perform itswork S 6.3 Owner’s Right to Clean UpIf a dispute arises among the Contractor, Separate Contractors, anaathe 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 Change Order. Accordingly, no course of conduct or dealings between the parties, nor express or implied acceptance ofalterations 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. S 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 17:05:zU ET on 06/1 0/2022 under OrderNo.2114332943 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.orgUser Notes; (1899458091 ) 40 DocuSign Envelope ID: 76$1A09C-FBDB437F.B540.D49C6F2BDIDF $ 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 S 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 shown in the final Exhibit ’' A'’ – Guaranteed Maximum Price may not be increased because of a Change Order unless additional money for increased costs is appropriated for that purpose from available fUnds or is provided for by the authorization of the issuance of time warrants. The approval of the Denton City Council is required if a Change Order involves a decrease or an increase of $50,000.01 or more. The original Contract Sum shown in the final Exhibit ''A" – Guaranteed Maximum Price 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 ChangeOrder is submitted by the Contractor under this Section 7.2, the additional time required to obtain City Councilapproval 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 andArchitect, 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 ContractSum 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 be based on one of the following methods: Mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation; Unit prices stated in the Contract Documents or subsequently agreed upon; Cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee; or As provided in Section 7.3.4. 1 2 4 .3 $ 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 andpresent, 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 Contractoror others Costs of premiums for all bonds and insurance, permit fees, and sales, use, or similar taxes, directly 2 3 4 related to the change; 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 UreAmerican 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 17:05:44 ET on 06/10/2022 under OrderNo.2114332943 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: 0899458091 ) 41 DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDI DF .5 Costs of 9upen'ision and field office Additional, verifiable payroll and subsistence costs incurred bythe Contractor, Subcontractor, and Sub-subcontractor of field personnel directly attributable to the change 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. S 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. $ 7.3.8 The amount of credit to be allowed by the Contractor to the Owner for a deletion or change that results in a net decrease in the Contract Sum shall be actual net cost as confirmed by the Architect. When both additions and credits covering related Work or substitutions are involved in a change, the allowance for overhead and profit shall be figuredon 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 detennirreprecommends, in the Architect’s professional judgment, to be reasonably justified. The Architect’s interim de+errrina+ionrecommendation 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 determination recommendation made by the Architectconcerning 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. ChangeOrders 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 detennininq it, 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 in accordance with Article 15. S7.3.12 in Subparagraph 7.3.4, the allowance for the combined total of onsite and offsite overhead and profit includedin the total cost to the Owner shall be based on the following schedule: .1 For the Contractor, for Work performed by the Contractor’s own forces, fee percentage of the Cost of Work stated in Section 5.1.1 of the AIA A133 Owner-Contractor Agreement plus actual direct jobsite costs associated with the additional work, if any; .2 For the Contractor, for Work performed by the Contractor’s Subcontractor, fee percentage of the Cost ofWork stated in Section 5.1.1 of the AIA A133 Owner-Contractor Agreement plus actual direct jobsite costs associated with the additional work, if any; .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; 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 17:05:zU ET on 06/1 0/2022 under OrderNo.2114332943 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: 0899458091 ) 42 DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDI DF .5 Cost to which overhead and profit is to be applied shall be determined in accordance with Section 7.3.4; .6 Under no circumstance shall costs of the Contractor’s supervisory, management, administrative or other office personnel, regardless of where stationed, be paid as cost of the Work under 7.3.4. Conversely, the Contractor shall be compensated for their labor within the overhead and profit percentage specified in 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 iternization 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 befigured 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. $ 7.4 Minor Changes in the Work The Architect may order minor changes in the Work that are consistent with the intent of the Contract Documents 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 theContract 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 Supporting Information Notwithstanding the above, requests for an adjustment in the Contract Sum or adjustment in the Contract Time shall bein a form and accompanied by supporting information with a level of detail wholly acceptable to the Owner and Architect. The Contractor shall also comply with all provisions of Articles 8 and 15 with respect to claims. The required information shall be provided by the Contractor in less than twenty-one (2 1) days from the Contractor’s request for an adjustment in the Contract Sum or Contract Time. Failure to timely provide this information in theproper 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 inthe 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. S 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 theAgreement, the Contractor confirms that the Contract Time is a reasonable period for performing the Work. S 8.2.2 The Contractor shall not knowingly, except by aDreement or instruction of the Owner in writing, commencethe Work prematurely commence operations on the site or elsewhere prior to the effective date of insurance required Init.AIA Document A201e- 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 17:05:44 ET on 06/10/2022 under OrderNo.2114332943 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. email copyright@aia.orgUser Notes: (1899458091 ) 43 DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDIDF by Article 11 to be furnished by the Contractor and Owner. The date of commencement of the Work shall not be changed by the effective date of such insurance. Unless the date of commencement is established by a Notice to Proceed given by the Owner, the Contractor shall notify the Owner in writing not less than five (5) days or other agreed period before commencing the Work to permit the 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, facilities, and equipment; and work such hours, including night shifts, overtime operations, and Sundays and/or holidays, as may be necessary to ensure the progress and completion of both the Work and the Project as reflected by the most recently approvedContractor’s Project Schedule. S 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 by the Owner in writing. $ 8.2.5 The Contractor understands and agrees that all Work must be performed in an orderly and closely coordinated sequence so that the dates for Contractual Milestones (if any), Substantial Completion, and Final Completion, may be met by the both the Contractor as well as the respective Separate Contractors. S 8.2.6 The Contractor shall also complete the Work in all of its details for final acceptance as expeditiously as possible 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 in transportation, 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 binding d+spu+e+esokrdonor (5) by other causes th& @ Architect recommends may justify delay, then the Contract Time shall may be extended for such reasonable time asthe 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 the impact if the delay is of an onRoing nature. S 8.3.5 Extensions of the Contract Time will be made for delays due to weather conditions only when such conditions are more severe and extended than those reflected by the ten (10) year average for the month as evidenced by the National Climatic Data Center’s fNCDC’s) Surface Data US at http://gis.ncdc.noaa.gov/ website/ims-cdo/sod/viewer.htm or other data as mutually agreed by the Owner and Contractor for the Project area. 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. Al 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 17:05:zU ET on 06/10/2022 under OrderNo.2114332943 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: (1899458091 ) 44 DocuSign Envelope ID: 76B+A09C-FBDBJ137F.B540-D49C6F2BDIDF $ 8.3.6 in allowing delays for weather, the Owner will be entitled to consider weather conditions prevailing throughout the entire Contract period. The Owner and Contractor will together reconcile actual working days lost and gained over the entire Contract period 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 Construction Manager’s Project Schedule (if any). $ 8.3.7 The extension of the contract completion time for weather conditions will occur only in the event that the weather in question affected critical activities on the most current Contractor’s Construction Schedule, and at least onehalf 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 q 8.4.1 if either the Work actually in place falls behind as reflected by the currently updated Master Project Schedule or Contractor’s Construction Schedule, or it becomes 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 Contractor agrees it shall, as necessary, take some or all of the following actions (hereinafter referred to collectively as "Extraordinary Measures") at no additional cost to the Owner or Architect, as required to substantially eliminate, in the judgment of the Owner, the backlog of Contractor’s Work on the Project: .1 Increase quantities of, without limitation, labor, supervision, material deliveries, equipment on sitet 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 foregoing; .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 staRe of completion required by the Contract Documents. The Owner’s right to require Extraordinary Measures is solely forthe 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 Architect may 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 q 8.4.4 Failure of the Contractor to substantially comply with the requirements of this Section 8.4 shall be considered grounds for a determination by the Owner, after consultation with the Architect, that the Contractor is in breach of this Ageement by failing to prosecute the Work and that of the Project so as to ensure its completion within both theContract 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 Schedule through no fault of the Contractor, the Owner or Architect may request, and the Contractor may agree to take one or more of the Extraordinary Measures, with the Owner bearing the cost for such measures by Change Order. $ 8.4.6 The Contractor shall not be entitled to an adjustment in the Contract Sum in connection with Extraordinary Measures required by the Owner under or pursuant to this Section 8.4, except as specifically noted otherwise inSection 8'4'S $ 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: 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 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 17:05:44 ET on 06/10/2022 under Order No.2114332943 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 ConaactDocumentso Terms of Service. To report copyright violations, e-mail copyright@aia.org,User Notes: 0899458091 ) 45 DocuSign Envelope ID: 7681A09C-FBDBZ137F-B540-D49C6F2BDI DF .1 Require the Contractor to substantiate the capability to get back on schedule within ten (10) business days; .2 Require the Contractor to take some or all of the Extraordinary Measures, and do whatever else is required by the Owner or Architect until Contractor confirms, to the satisfaction of the Owner and Architect, the progress of the Work is in compliance and congruence with the most recently approved Contractor’sConstruction 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 S 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 forthherein, 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 agrees that Liquidated Damages may be owing even though 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 1 Second Week Late Third &Weeks Late 1.000/da Fourth I Every Day After the Four[1 WeeLate I S 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 timely complete the Work; and that it is impracticable and extremely difficult to ascertain and determine the actuallosses 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. TIle 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 maximum amount payable by the Owner to the Contractor for performance of the Work under the Contract Documents. The Contract Sum may only be increased pursuant to a Change Order signed by the Owner. Completion of the Work is a condition precedent to Owner’s obligation to pay the full Contract Sum. 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 TheAmerjcan 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 17:05:44 ET on 06/10/2022 under OrderNo.2114332943 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: (1899458091 ) 46 DocuSign Envelope ID: 76BIA09C-FBDB437F-B540-D49C6F2BDIDF 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. S 9.2 Schedule of Values Where the ConUact is based on a stipulated sum Maximum Price, the Contractor shall submit a schedule of values to the Architect before the first Application for 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 projected 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 by of Values, unless objected to by the Owner or Architect, shall be used as a basis for reviewing the Contractor’s subsequent Applications for Payment. orMnulated S Guaranteedle Cost of t is Schedulelay : $ 9.3 Applications for Payment $ 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 ofValues, if required under Section 9.2, for completed portions of the Work. The application shall be notarized, if required, and supported by all data substantiating the Contractor’s right to payment that the Owner or Architect require, such as copies of requisitions, and releases and waivers of liens from Subcontractors and 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. S 9.3.1.1 As provided in Section 7.3.9, such applications may include requests for payment on account of changes in the Work that have been properly authorized by Construction Change Directives, or by interim determinations recommendations 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 whomthe Contractor intends to pay. $ 9.3.1.3 Each Application for Payment shall be accompanied by the following, all in form and substance satisfactory to the Owner and Architect and in compliance with all applicable statutes: .I 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 Pawent, and the amount to be paid to the Contractor from such progress payment, 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 the Contractor on behalf of such entities or persons in any previous Application for Payment; 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 17:05:44 ET on 06/10/2022 under OrderNo.2114332943 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 ConaactDocuments® Terms of Service. To report copyright violations. e-mail copyright@aia.org User Notes: 0899458091 ) 47 DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDI DF .3 An updated Contractor’s Construction Schedule per Section 3.10.1.7 clearly showing the actual progress ofthe Work for each activity against the Work previously scheduled to be completed during the period, and against targeted activities’ previously approved completion dates; and .4 Notwithstanding the above, Applications for Payment shall be in a form and accompanied by supportinginformation with a level of detail wholly acceptable to the Architect, and shall include, at a minimum, an updated 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 providethis 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 uponcompliance by the Contractor with procedures satisfactory to the Owner to establish the Ownor’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 includinR insurance on the materials as evidenced by a Certificate of Insurance or otherwise protects the Owner’s interests. Such request shall include the costs of applicable insurance, storage, and transportation to the site, for such materials and equipment stored off the site. Such materials shall be: .1 Protected from diversion, destruction, theft, and damage to the satisfaction of the Owner, and the Lender; .2 Specifically marked for use on the Project; and .3 SeRregated from other materials at the storage 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 later than the time of payment. 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 bcc,t 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. )f payment by theeither by incorporation in the construction or upon t $ 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 VERIFIED CLAIMS FILED AGAINST THE WORK, THE SITE OF ANY OF THE WORK, THE PROJECT SITE ANDANY IMPROVEMENTS THEREON, PAYMENTS DUE THE SUBCONTRACTOR, THE PROJECT BOND( ®mM®a®xg®iTY OF Ai§Y OF THE®DENImES {REl§®l@tED 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 VERIFIED CLAIMS AND AGREES TO PAY ANY JUDGMENT OR LIENS OR VERIFIED CLAIMS RESULTING FROM ANY SUCH ACTIONS, LAWSUITS, OR PROCEEDINGS. $ 9.4 Certificates for Payment $ 9.4.1 The Architect will, within seven ndays after receipt of the Contractor’s Application for Payment, either (1 ) issue to the Owner a Certificate for Payment in the full amount of the Application for Payment, with a copy to the Contractor; or (2) issue to the Owner a Certificate for Payment for such amount as the Architect detemubms recommends is properly due, and notify the Contractor and Owner of the Architect’s reasons for withholdingcertification in part as provided in Section 9.5.1; or (3) withhold certification of the entire Application for Payment, 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 17:05:44 ET on 06/1 0/2022 under OrderNo.2114332943 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: 0899458091 ) 48 DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDIDF and notify the Contractor and Owner of the Architect’s reason for withholding certification in whole as provided inSection 9.5.1. 59.4.2 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 the Work is in accordance with the Contract Documents, and that the Contractor is entitled to payment in the amount certified. The foregoing representations are subject to an evaluation of the Work for conformance with the Contract Docllments upon Substantial Completion, to results of subsequent tests and inspections, to correction of minor deviations from the Contract Documents prior to completion, and to specific qualifications expressed by the Architect. However, the issuance of a Certificate for Payment will not be a representation that the Architect has (1) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work; (2) reviewed constructionmeans, 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-ave 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 subsequentlydiscovered evidence, may nullify the whole or a part of a Certificate for Payment previously issued, to such extent as may be necessary in the Architect’s opinion to protect the Owner from loss for which the Contractor is responsible, including loss resulting from acts and omissions described in Section 3.3.2, because of any of the following:.1 defective Work not remedied: 2 third party claims filed or reasonable evidence indicating probable filing of such claims, unless security acceptable to the Owner is provided by the Contractor; 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; 3 4 .9 failure to fully execute the Contract with an associated documents as required; .10 bond claims, or liens, filed for any portion of the Work; or .1 1 failure of the Contractor to comply with any provisions of the Contract Documents, including withoutlimitation Section 8.4 .5 .6 .7 .8 n'hole or in part, that party may submit a Claim in accordance with Article 15.Omitted $ 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 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 17:05:44 ET on 06/10/2022 under OrderNo.2114332943 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: 0899458091 ) 49 DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDI DF 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. Alternately, the Owner may withhold pawent in any subsequent Application for Payment, until and unless the reasons for nullification of the previously issued project Certificate for Payment have been remedied and all associated damages, costs, and expenses of Owner and Architect have been paid by the Contractor. 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 by joint check, the Owner shall notify the Architect and the Contractor shall reflect such payment on its next Applicationfor Payment. § 9.5.5 The Contractor shall not stop work or terminate the Contract if the Architect should refuse to issue any certificatebecause 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 andwithin 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) days after 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 aLdays, the Owner shall have the right to contact Subcontractors and suppliers to ascertain whether they have been properly paid. Neither the Owner nor Architect shall have an obligation to pay, or to see to the payment of money to, a Subcontractor or supplier, except as may otherwise be required by law. 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 from any Subcontractor sums due the Subcontractor for completed Work which has been paid for by the Owner unless allowed by the terms and conditions of the subcontract as stated in Section2.19 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. 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 17:05:44 ET on 06/10/2022 under OrderNo.2114332943 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: 0899458091 ) 50 DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDIDF 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 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. 59.6.8 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 AFW SUBCONTRACTOR OR SUPPLIER OF ANY TIER. UPON RECEIPT OF NOTICEOF A LIEN CLAIM OR OTHER CLAIM FOR PAYMENT, THE OWNER SHALL 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. $ 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 free and clear of all bond claim and verifiedclaims related to labor and materials furnished in connection with the Work. $ 9.6.12 if the Owner is entitled to reimbursement or payment from the Contractor under or pursuant to the Contract Documents. such payment shall be made 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 amountequal to that which the Owner is entitled. S 9.7 Failure of Payment If the Architect does not issue a Certificate for Payment, through no fault of the Contractor, within seven !.ZLdays 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 extendedappropriately and the Contract Sum shall be increased by the amount of the Contractor’s reasonable costs of shutdown, delay and start-up, plus interest as provided for in the Contract Documents. S 9.8 Substantial Completion $ 9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work for its intended meuse, 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. Inaddition 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 govemment(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 ofitems 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 atthe 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 or designated portion thereof is substantially complete. If the Architect’s inspection discloses any item, whether or not 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 17:05:44 ET on 06/10/2022 under OrderNo.2114332943 which expires on 06/09/2023, is not for resale, is licensed for one-time use only. and may onjy be used in accordance with the AIA ContractDocumentso Terms of Service, To report copyright violations, e-mail copyright@aia.orgUser Notes: 0899458091 ) 51 DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDI DF included on the Contractor’s list, which is not sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Architect. In such case, the Contractor shall then submit a request for another inspection by the Architect to determine Substantial Completion. 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 timewithin which the Contractor shall finish all items on the list accompanying the Certificate. Warranties required by the Contract 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. S 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. S 9.8.6 The Contractor’s acceptance of payment per Section 9.8.5 shall constitute a waiver for all purposes of all claims or causes of action by the Contractor against the Owner and the Architect, except those previously and properly made in writing and identified in the list provided by the Contractor as unsettled at the time of Substantial Completion 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. S 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 and upon 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 inopoctions, 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 guarantees havebeen received and accepted 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” are registered trademarks and may not be used without permission. This document was produced by AIA software at 17:05:zUI ET on 06/10/2022 under OrderNo.2114332943 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: 0899458091 ) 52 DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDIDF $ 9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to the Architect and Owner; (1) an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the Owner or the<)wner’s property might be responsible or encumbered (less amounts withheld by the Owner) have been paid or otherwise oati9fiod, 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 manufacturem’ warranties or specific Subcontractor warranties, and (6) Documents; (4) consent of surety to final pawent; (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 (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, and other systems; (ii) delivery of keys to the Owner with keying schedule (master, submaster, and special keys); (iii) delivery to the Owner of the Contractor’s warranties as set forth in the Contract Documents and each written warranty and assignment thereof prepared in duplicate, certificates of 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 coverinR 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 pawent. 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 indemnifythe Owner against such lien, claim, security interest, or encumbrance. If a lien, claim, security interest, or encumbrance remains unsatisfied after payments are made, the Contractor shall refund to the Owner all money that the Owner may be compelled to pay in discharging the lien, claim, security interest, or encumbrance, including all costsand reasonable attorneys’ fees.attorneys’ fees. er and Owner’s lender: $ 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 havingjurisdiction. S 9.10.3 if, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by issuance of Change Orders affecting final completion, and the Architect so confirms, the Owner shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed, corrected, and accepted, if the remaining balance for Work not fully completed or corrected is less than retainage stipulated in the Contract Documents, and if bonds have been furnished, the written consent of the surety to payment of the balance due for thatportion of the Work fully completed and accepted shall be submitted by the Contractor to the Architect prior to certification of such payment. Such payment shall be made under terms and conditions governing final payment,except that it shall not constitute a waiver of Claims. S 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 outof the Contract and unsettled; .2 failure of the Work to comply with the requirements of 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 17:05:44 ET on 06/10/2022 under OrderNo.2114332943 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: 0899458091 ) 53 DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDIDF 8l+ 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;or .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 as unsettled at the time of final Application for Payment.arising after the waiver given at Substantial Completion payment described in Sections 9.8.2 and 9.8.6. S 9.10.6 in addition to any other damages, failure of the Contractor to achieve final completion within sixty (60) daysafter the specified date of Substantial Completion, subject to authorized extensions, will result in the Contractor being responsible for excess Architect’s and other Owner’s consultant(s)’ fees beyond their original scope of services required to achieve final completion ("Excess Fees"). Excess Fees will be deducted from the amount due 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 regulations. S 10.2 Safety of Persons and Property 510.2.1 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 ofthe Contract, reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards; promulgating safety regulations; and notifying the owners and users of adjacent sites and utilities of the safeguards. The Contractor shall also be responsible, at the Contractor’s sole cost and expense, for all measures necessary to protect any property adjacent to the Project and improvements therein. Any damage to such property or improvements shall be promptly 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 undersupervision 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 inwhole or in part by the Contractor, a Subcontractor, a Sub-subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Contractor is responsible under Sections 10.2.1.2 and 10.2.1.3. The Contractor may make a Claim for the cost to remedy the damage or loss to theextent 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 to 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 17:05:44 ET on 06/1 0/2022 under OrderNo.2114332943 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: 0899458091 ) 54 DocuSign Envelope ID: 7654A09C-FBDB+37F-B540-D49C6F2BDIDF the fault or negligence of the Contractor. The foregoing obligations of the Contractor are in addition to theContractor’s obligations under Section 3.18. 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 designatedby the Contractor in writing to the Owner and Architect. S 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. $ 10.2.8 1njury 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 shallprovide sufficient detail to enable the other party to investigate the matter. $ 10.2.9 The Contractor shall immediately report in writinR to the Owner and Architect all accidents arising out of orin 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 injuries, or serious damaRes are caused, the accident shall bereported immediately electronically, as well as by telephone or messenRer to the Owner and the Architect. S 10.3 Hazardous Materials and Substances S 10.3.1 Hazardous materials include any material in such quantity, concentration, and physical or chemical characteristics including, but not limited to, ignitability or toxicity, so as to be capable of posing an unreasonable risk to health, 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 affectedarea 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 to verify the presence or absence of the material or substance reported by the Contractor and, in the event such material or substance is found to be present, to cause it to be rendered harmless. Unless otherwise required by the Contract Documents, the Owner shall fLrrnish 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 polvchlorinated 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 thatare hazardous, toxic, or made up of any items that are hazardous or toxic. 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 17:05:44 ET on 06/10/2022 under OrderNo.2114332943 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: 0899458091 ) 55 DocuSign Envelope ID: 7654A09C-FBDB2137F-B540-D49C6F2BDI DF the party seeking indemnity.Omitted. S 10.3.4 The Owner shall not be responsible under this Section 10.3 for hazardous materials or substances the Contractor brings to the site unless such materials or substances are required by the Contract Documents. The Ownershall 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 EXPE\SE ARE DUE TO THE OWNER’S FAULT OR NEGLIGENCE. S 10.4 Emergencies In an emergency affecting safety of persons or property, the Contractor shall act, at the Contractor’s discretion, to prevent threatened damage, injury, or loss. Additional compensation or extension of time claimed by the Contractor onaccount of an emergency shall be determined as provided in Article 15 and Article 7. S 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 $ 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 11.6, such insurance as will protectthe 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 performing Work at the site and exempt from the coveraRe 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 of bodily injury, occupational sickness or disease, or death of the Contractor’s employees or persons or entities exempt by statute from the requirements of Section 11.1.1.1, but required by the Contract Documents to provide the insurance required by that Section; 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 17:05:zU ET on 06/10/2022 under OrderNo.2114332943 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: 0899458091 ) 56 DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDIDF .3 Claims for damages because of bodily injury, sickness or disease, or death of any person other than the Contractor’s employees; .4 Claims for damages insured by usual personal injury liability coverage; .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 be covered 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 obligations under Section 3.18 of the Contract Documents; .6 Broad form property damage including, but not limited to, completed operations; .7 Primary and Non-Contributory endorsement in favor of Indemnitees; and 8. Contain a Waiver of Subrogation in favor of Indemnitees. 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 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 TtreAmerican 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 17:05:'U ET on 06/10/2022 under OrderNo.2114332943 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: 0899458091 ) 57 DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDIDF 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 S 11.2 Owner’s 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 asrequired in the Contract Documents; policies of insurance issued by a responsible carriers acceptable to the Owner, and in form and substance satisfactory to the Owner, that afford the coverages set forth in the Schedule of Insurance, attached to the Contract and made a part of it as Exhibit "X" – Construction Manager’s Insurance Certificate(s). All such insurance shall be written on an occurrence basis, with the sole exception of Professional Errors and Omissions Liability Insurance. In the event professional liability coverage is not available on "an occurrence" basis, a "claims made" basis policy with effective and retroactive dates prior to the effective date of the Contract Documents and an extended reporting period of at least three (3) years beyond Substantial 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 inSection 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 begiven the Architect and Owner in the event of material alteration, cancellation, nonrenewal or expiration of the coverage contained in such policy or evidenced by such certified copy or Certificate of Insurance. An additional certificate evidencing continuation of liability coverage, including coverage for completed operations, shall be submitted with the final Application for Payment as required by Section 9.10.2 and thereafter upon renewal or replacement of such coverage until the expiration of the time required by Section 11.1.5. Information concerning reduction of coverage shall be furnished by the Contractor with reasonable promptness. $ 11.1.7 Certificates of Insurance with the following or similar wording are not acceptable: "Failure to notify the certificate holder shall impose no obligation or liability of any kind upon the insurer, its agents or representatives." S 11.1.8 in no event shall any failure of the Architect to receive certified copies or certificates of policies required under Paragraph 11.1.6 or to demand receipt of such certified copies or certificates prior to the Contractor’s commencing the Work be construed as a waiver by the Owner of the Contractor’s obliRations to obtain insurance pursuant to this Article 11. S 11.1 .9 When any required insurance, due to the attainment of normal expiration date or renewal date, shall expire, the Contractor shall furnish to the Architect Certificates of Insurance and amendatory riders or endorsements that clearly evidence the continuation of all coverage in the same manner, 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 waspreviously placed, or the subsequent policy differ in any way from the previous policy, the Contractor shall alsofurnish 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 carriersacceptable to the Owner and Architect. S 11.1 .10 Any Aggregate limit under the Contractor’s liability insurance, shall by endorsement, apply to this Projectseparately. 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 17:05:44 ET on 06/10/2022 under OrderNo.2114332943 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: (1899458091 ) 58 DocuSign Envelope ID: 7681A09C.FBDB437F-B540-D49C6F2BDIDF $ 11.1 .11 The Contractor shall notify the Owner and Architect in writing of any reduction in collectible limits (aggregate limits) by an amount in excess of Fifty Thousand Dollars ($50,000), and the Contractor shall promptlyprocure, 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 consistent with the Contractor’s insurance requirements as specified in the Contract Documents and satisfactory to the Owner and Architect and name each of the Indemnitees as additional insureds under the Subcontractor’s commercial general liability, automobile andumbrella 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 insureds have other insurance that is applicable to the loss. If the additional insureds have other insurance that is applicable to the loss, such other insurance shall be on an excess or contingent basis. The amount of the insurer’s liability under this insurance shall not be reduced by the existence ofsuch other insurance $ 11.1.13 The Indemnitees shall be shown as " Additional Insureds" on the commercial general liability, automobile liability and umbrella (excess) liability policies and evidence of same must be included in Certificates of Insurance. Copies of policy endorsements must be provided listing the Indemnities as Additional Insureds, using ISO formsC(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 policies and evidence of same must be included in Certificates of Insurance. Copies of policy endorsements must be providedshowing waivers of subrogation in favor of the Indemnities using ISO forms CG2404, CA0070, CA0032, WCOO03 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 its Agreement 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)peg and limits of liability, containing the purchasing and maintaining the Owner’s usual liability insurance. 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 17:05:44 ET on 06/10/2022 under OrderNo.2114332943 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: 0899458091 ) 59 DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDI DF &Ohbutab+P+heFet& On'nor of any contractual obligation to provide required insurance. S 11.3 Waivers of SubrogationProperty Insurance or (3) whether or not the person or entity had an insurable interest in the and maintain "builder’s risk" property insurance, or comparable coverage, for the full replacement cost value thereof, for fi) the Work that is to be done, (in 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 inor 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. d lertr'.Contractor shall ourchase 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 Reneral conditions associated with the reconstruction, less any deductible. WWF S 11.4 Loss of Use, Business Interruption, and Dolay in Completion Insurance €fFOFo+beEb&z&FdFhOweveFeaused 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 17:05:44 ET on 06/10/2022 under OrderNo.2114332943 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: (1899458091 ) 60 DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDIDF §11.3.3 The Contractor’s insurance shall cover against loss for "direct physical damage" (previously known as "allrisk" coverage) with sufficient limits to protect the full replacement cost value of the Work. $ 11.3.4 if by the terms of the property insurance there is a deductible amount, in the event of a loss covered by such insurance, Contractor shall be 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 riRhts 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 Contractorsl if anyl 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 providefor 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 made payable to Owner as trustee for the insureds, as their interests may appear, subject to the requirements of anyapplicable mortgagee clause. Contractor shall pay each Subcontractor a just share of any insurance monies received by Contractor, and by appropriate written agreement, shall require each Subcontractor to make payments to itsSub-subcontractors in similar manner. $ 11.3.8 Upon request, Owner shall make available for inspection by Contractor a copy of all policies to be furnishedby 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 suretycompany licensed in the state where the Project is located, with a current A.M. Best rating of at least A- X1 included onthe U.S. Treasury Department’s listing of approved sureties, and acceptable to the Owner and Architectt or asexpressly 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 theContract 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 thefollowing provisions, which shall be attached to each Bond: a. The Surety hereby agrees that it consents to and waives notice of any addition, alteration1omission, change, or other modification of the Contract Documents; b.Any addition, alteration, chanRe, 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 ishereby waived; and Init. / AIA Document A2018- 2017. Copyright © 191 1, 1915. 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 19971 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 17:05:44 ET on 06/10/2022 under OrderNo.2114332943 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: 0899458091 ) 61 DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDI DF c. The Surety agrees that it is obligated under the bonds to any successor, grantee, or assignee of theOwner $ 11.4.2 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment ofobligations 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, 20 10 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 Bonds 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, additionalexpenditures 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 toaffix thereto a certified and current copy of the power of attorney. 611.5 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 Kfourteen (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. S 11.6 Insurance CompaniesAll insurance coverage procured by the Contractor shall be provided by insurance companies having current policyholder ratings no lower than " A- X" by A.M. Best and acceptable by the Owner and Architect, or as expressly agreed otherwise by the Owner, Contractor and Owner in writinR. Such companies must be licensed to do business in the State of Texas. Fsee comments in section 1 1.4.1 in re-desired rating by City1 $ 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. q 11.8 Insurance Limits Required 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 17:05:44 ET on 06/10/2022 under OrderNo.2114332943 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; (1899458091 ) 62 DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDI DF The following insurance limits are the minimums to be carried by the Architect, the Architect’s consultants, the Owner’s other consultants, the Contractor. and the Subcontractors, Sub-subcontractors, and suppliers, unless higher limits are required by their respective Agreements or Texas law (in which case those limits shall control): .1 Automobile Liability $ 1,000,000 Combined Single Limit .2 Commercial General Liability $ 1,000,000 Per Occurrence 82,000,000 General Aggregate 62,000,000 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; $3,000,000 Occurrence & Aggregate Minimum $3,000,000 Occurrence & Aggregate Maximum .4 Worker’s CompensationStatutory Limits$ 1,000,000 Employers Liability .5 Umbrella or Excess Liability $25,000,000 Occurrence & Aggregate Maximum$5,000,000 Occurrence & Aggregate Maximum (for Subcontractors) .6 Contractor’s Pollution coverage$ 1,000,000 Occurrence or Claim $2,000,000 Policy Aggregate .7 Builder’s Risk (where applicable)100% of the total value of the work S 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 WorkS 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. 512.1 .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 Contractor’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, the cost of uncovering and replacement, and and replacement; the cost of any additional supervision, material, labor, 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 17:05:44 ET on 06/10/2022 under OrderNo.2114332943 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; (1899458091 ) 63 DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDIDF 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 theContractor 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. $ 12.2.1.1 if prior to the date of Substantial Completion the Contractor, a Subcontractor, or anyone for whom either is responsible uses or damages any portion of the Work, including, without limitation, mechanical, electrical, plumbing, and other building systems, machinenr, 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 establishedunder 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. TheOwner 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 in accordance 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 portion but only with respect to the corrected portions of the Work. k performed by th 'ursuant to thrs Sectron 12 Contractor pursuant to this Section 12.2.Omitted. Omitted $ 12.2.4 The Contractor shall bear the cost of correcting destroyed or damaged construction of the Owner or Separate Contractors, whether completed or partially completed, caused by the Contractor’s correction or removal of Work that is not in accordance with the requirements of the Contract Documents. These costs specifically include, but are not limited to such additional supervision, material, labor, equipment rental charges, home office overhead, and 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. S 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. S 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. 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 17:05:zU ET on 06/1 0/2022 under OrderNo.2114332943 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.orgUser Notes: (1899458091 ) 64 DocuSign Envelope ID: 76WtA09C.FBDB+37F-B540-D49C6F2BDIDF 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, theOwner may do so instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made. In the event final 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 Contract Sum occasioned by such acceptance. ARTICLE 13 MISCELLANEOUS PROVISIONS S 13.1 Governing LawThe Contract shall be governed by the law’ of laws of the state of Texas. Venue on any dispute arising out of this Contract shall be in Denton County, Texas, which is the place where the Project is located, excluding that the Federal Arbitration Act shall govern Section 15.4.1ocated and where performance is primarily to occur. S 13.2 Successors and Assigns S 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. S 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 thefirm 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 S 13.3.2 No action or failure to act by the Owner, Architect, or Contractor shall constitute a waiver of a right or dutyafforded 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 $ 13.4.1 Tests, inspections, and approvals of portions of the Work shall be made as required by the Contract Documents and by applicable laws, statutes, ordinances, codes, rules, and regulations or lawful orders of public authorities. Unless otherwise provided, the Contractor shall make arrangements for such tests, inspections, and approvals with an independent testing laboratory or entity acceptable to the Owner, or with the appropriate public authority, and shall bear all related costs of tests, inspections, and approvals. The Contractor shall give the Architect timely notice of when and where tests and inspections are to be made so that the Architect may be present for such procedures. The Owner shall bear costs of tests, inspections, or approvals that do not become requirements until after bids are received or negotiations concluded. The Owner shall directly arrange and pay for tests, inspections, or approvals where building codes or applicable laws or regulations so require. As required by the provisions of 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 Agreement conflict with any of the provisions of Section 2269.058(a) such conflict is unintentional, and the provisionsof the Texas Government Code 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 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 17:05:44 ET on 06/10/2022 under OrderNo.2114332943 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: (1899+58091 ) 65 DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDIDF 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 writtenauthorization from the Owner, instruct the Contractor to make arrangements for such additional testing, inspection, or approval, by an entity acceptable to the Owner, and the Contractor shall give timely notice to the Architect of when and where tests and inspections are to be made so that the Architect may be present for such procedures. Such costs, except as provided in Section 13.4.3, shall be at the Owner’s expense. 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 ("FailedWork"), all costs made necessary by such failure, the Failed Work, including those of repeated procedures and compensation for the Architect’s services the Contractor’s expense. The Contractor also agrees all costs of testing, inspection, and approval services required for the correction of the Failed Work and the cost of such similar services related to remedial operations performed to the Failed Work shall be borne by the Contractor. ses, and expo lall be at S 13.4.4 Required certificates of testing, inspection, or approval shall, unless otherwise required by the Contract Documents, be secured by the Contractor and promptly delivered to the Architect. 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, CommissioninR, and Turnover Plan contained within the most recent Construction ManaRement 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 and shall 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 is not 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 as called for in the Contract Documents. The conditions that apply to materials testing and inspections include, but are not limited to the following: .1 The frequency and 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 testing required by the Contract Documents shall be seen as the minimums required, and shall be increased, if in the opinion of the Contractor, more testing is needed to meet the 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. q 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 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 17:05:a ET on 06/10/2022 under OrderNo.2114332943 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: (1899458091 ) 66 DocuSign Envelope ID: 768tA09C-FBDB437F-B540-D49C6F2BDIDF therefore the mechanical contractor’s coordinator will usually lead each meeting, unless the Contractor decides another trade or the Contractor should take the lead. The Architect shall be informed of the meetings at least seven (7) days in advance, and the appropriate Architect’s consultants should be invited to attend by the Contractor, assupplemented and coordinated by the Architect. S 13.4.10 The Contractor’s Quality Management, Commissioning and Turnover Plan shall specify that prior to completion and acceptance of any building system or phase, consistent with the Contract and applicable codes and Contractor will review, in detail, the steps for 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 be performed in the presence of the appropriate Owner’s and Architect’s consultant(s), representatives of the Owner, and at their option, the Architect and the Owner. $ 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 the Owner prior to acceptance and before the start of Warranty. The duration of such operation shall be as the Owner, Owner’s consultant(s), Architect’s consultant(s), Owner’ employees and other Owner’s representatives (the TurnoverTeam) 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), whichshall 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 timesreasonably convenient for the Owner’s consultant(s), Architect’s consultant(s), Owner’s employees and other Owner’s representatives that the Owner and Architect agree are necessary to attend for each system. The Architect may attend such Turnover Meetings at its discretion. S 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 will become a permanent part of all Operations and Maintenance manuals as applicable. $ 13.4.14 The Contractor shall prepare a digital video record of the project for the Owner with copies to the Architect atsuch 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. S 13.4.15 The Contractor shall layout and mark any plantings, shrubs and trees which will require removal a minimum offive (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 rate the the Project is located.as set forth in the provisions of Texas Government Code, Chapter 225 1 or its successor statute. $ 13.6 Time Limits on ClaimsThe 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 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 17:05:44 ET on 06/10/2022 under OrderNo.2114332943 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: 0899458091 ) 67 DocuSign Envelope ID: 7654A09C-FBDBJ137F-B540-D49C6F2BDIDF the final dispute resolution method selected in the Agreement within the time period specified by applicable lawl but in any case not more than ten (10) years after the date of Substantial Completion of the Work. $ 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 greater of: (a) the product obtained by multiplying eight (8) times the total cost of completion of the Punch List items as estimated by the Architect; or (b) twenty-five thousand dollars ($25,000), whichever is greater. $ 13.8 Measurement Before ordering any material or doing any Work, the Contractor shall verify all measurements for Work completed at the Project and shall be responsible for their accuracy. Any differences found shall be submitted to the Architect for consideration before proceeding with the Work. The Contractor shall use its utmost efforts to identify discrepancies in dimensions in a timely fashion and notify the Owner and Architect of these prior to commencing any Work affected bythe 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 and material suppliers, place orders for all equipment, materials, and supplies required for the Work, and shall submit to the Architect evidence that such orders have been placed in accordance with the Contractor’s Construction Schedule. $ 13.10 Addressing the Owner’s Additional Needs and Concerns $ 13.10.1 Notwithstanding the above, the Owner has a unique set of stakeholders and organizational structure that creates 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 meeting with the Owner for a progress update on the project if requested by the Owner. A walk-through of the site may be held as a part of this meeting, which shall be scheduled for 4pm or shortly thereafter on a standard business day. .2 TIle 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 the Charter or Ordinances of the Denton City, Texas, such provision shall be modified to make it valid, or if modification is not possible, such provision shall be deleted and the remainder of this Agreement shall remain in full force andeffect $ 13.11.2 Each party hereto agrees to, without limitation, perform all acts; provide all services, material, equipment1 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. 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 17:05:44 ET on 06/10/2022 under OrderNo.2114332943 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.orgUser Notes: (1899458091 ) 68 DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDIDF $13.11.5 Any specific requirement in this Contract that require responsibilities or obligations of the Contractor also apply 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 Contractor’s responsibilities or obligations shall not be construed to diminish, abrogate, or limit any responsibilities or obligations of a Subcontractor, Sub-subcontractor or supplier of any tier under the Contract Documents or the applicable subcontract. $ 13.11.6 The provisions of the Contract Documents shall not be changed, amended, waived, or otherwise modified in any respect except by a written document signed by Owner. No person is authorized on behalf of Owner to orally 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 notrelieve 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 supplies that may not be lawfully charged to the Owner. 913.11.10 Owner affumatively represents that its governing body has duly appropriated such sums which are equal toor 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 theOwner’s governing body $13.11.11 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. S13.11.12 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 undocumented worker to perform any of the Work under this Agreement. The Contractor shall not knowingly contract with a Subcontractor that (i) knowinRly employs or contractswith an undocumented worker 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 undocumented worker 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. S 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. 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 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 17:05:44 ET on 06/10/2022 under OrderNo.2114332943 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 Documentso Terms of Service. To report copyright violations, e-mail copyright@aia.org.User Notes: 0899458091 ) 69 DocuSign Envelope ID: 7654A09C-FBDB-+37F-B540-D49C6F2BDIDF S 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 ContractDocuments shall be construed to allow a mechanic’s lien on public property owned by the Owner. The Owner does not waive its immunities or right to object to or contest such a lien. ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT $ 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 throughno act or fault of the Contractor, a Subcontractor, a Sub-subcontractor, their agents or employees, or any other persons or entities performing portions of the Work, for any of the following reasons:Issuance of an order of a court or other public authority having jurisdiction that requires all Work to be1 stopped; U An act of government, such as a declaration of national emergency, that requires all Work to be topped; stopped. 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 any 365-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 mda)'s’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 of6Qsixty (60) consecutive days through no act or fault of the Contractor, a Subcontractor, a Sub-subcontractor, or their agents or employees or any other persons or entities performing portions of the Work because the Owner has repeatedly failed to fulfill the Owner’s obligations under the Contract Documents with respect to matters important to the progress of the Work, the Contractor may, upon seven additional days’ writtennotice to the Owner and the Architect, terminate the Contract and recover from the Owner as provided inSection 14.1.3 S 14.2 Termination by the Owner for Cause S 14.2.1 The Owner may terminate the Contract if the ContractorContractor: .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 agreementsbetween the Contractor and the Subcontractors or suppliers; .3 repeatedly disregards applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of a public authority; or .4 otherwise is guilty of substantial breach of a provision of the Contract Documents.Documents; or .5 contractor becomes insolvent or makes a general assignment for the benefit of its creditors. 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 theOwner and after giving the Contractor and the Contractor’s surety, if any, seven days’ written notice, terminate employment of the Contractor and may, subject to any prior rights of the surety:.1 Exclude the Contractor from the site and take possession of all materials, equipment, tools, and construction equipment and machinery thereon owned by the Contractor; .2 Accept assignment of subcontracts pursuant to Section 5.4; and 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 17:05:zn ET on 06/10/2022 under OrderNo.2114332943 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: (1899458091 ) 70 DocuSign Envelope ID: 7654A09C-FBDB437F-B540-D49C6F2BDI DF .3 Finish the Work by whatever reasonable method the Owner may deem expedient. Upon written request of the Contractor, the Owner shall furnish to the Contractor a detailed accounting of the costs incurredby the Owner in finishing the Work. S 14.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 14.2.1, the Contractor shall not be entitled to receive further payment until the Work is finished.payment. S 14.2.4 if the unpaid balance of the Contract Sum exceeds costs of finishing the Work, including compensation forthe Architect’s, Architect’s consultants’, and Owner’s other consultants’ services and expenses made necessary thereby, and other damages incurred by the Owner and not expressly waived, such excess shall be paid to the Contractor. If such costs and damages exceed the unpaid balance, the Contractor shall pay the difference to the Owner. The amount to be paid to the Contractor or Owner, as the case may be, shall be certified by the Initial Decision Maker, upon application, and this obligation for payment shall survive termination of the Contract. $ 14.2.4.1 The costs of finishing the Work include, without limitation, all reasonable attorneys’ fees, additional title costs, insurance, additional interest because of 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. S 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 causefor 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 514.4.1 The Owner may, at any time, teruinate 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 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 case of Upon such termination for the Owner’s convenience, the Owner shall pay the Contractor for Work Subcontracts; and the termination fee, if any, set forth in the payment for Work properly performed in connection with the terminated portion of the Work prior to the effectivedate of termination and for items properly and timely fabricated off the Project site, delivered and stored in accordancewith the ContractDQ£qlnents and Owner’s further instructions. The Contractor waives and forfeits all other claims for pawent and damaRes, 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 Contractor shall recover as its sole remedv Init. / AIA Document A201€1- 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 17:05:44 ET on 06/10/2022 under OrderNo.2114332943 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 oopyright@aia.org .User Notes: (1899458091 ) 71 DocuSign Envelope ID: 7654A09C-FBDB'+37F-B540-D49C6F2BDI DF ARTICLE 15 CLAIMS AND DISPUTES $ 15.1 Claims$ 15.1.1 Definition A Claim is a demand or assertion by one of the parties seeking, as a matter of right, payment of money, a change in the Contract Time, or other relief with respect to the terms of the Contract. The term "Claim" also includes other disputes and matters in question between the Owner and Contractor arising out of or relating to the Contract. The responsibilityto substantiate Claims shall rest with the party making the Claim. This Section 15.1.1 does not require the Owner to file a Claim in order to impose liquidated damages in accordance with the Contract Documents. S 15.1.2 Time Limits on ClaimsThe 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 @ $ 15.1.3 Notice of Claims Claims by either the Owner or Contractor must be initiated by written notice to the other party and to the 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 withconcealed or unknown conditions, once such claim is recognized, and shall cooperate with the Architect and the party against whom the claim is made in any effort to mitigate the alleged or potential damages, delay, or other adverse consequences arising out of the condition that is the cause of such a Claim. Claims by either party must be initiated within twenty-one (2 1) days after occurrence of the event giving rise to such Claim or within twenty-one (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. S 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. $ 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’s decision, subject to the right of either party to proceed in accordance with this Article 15. The Architect will prepare Change Orders and issue Certificates for Payment in accordance with the decision of the Initial Decision Maker. S 15.1.5 Claims for Additional CostIf 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 notrequired for Claims relating to an emergency endangering life or property arising under Section 10.4. Damages 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 17:05:44 ET on 06/1 0/2022 under OrderNo.2114332943 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; (1899458091 ) 72 DocuSign Envelope ID: 7654A09C-FBDB+37F-B540-D49C6F2BDIDF available to the Contractor are limited to those set forth in the Texas Local Government Code, Subchapter I, Section271.153 or its successor statute(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 no provided in Section proore ss of the Work. In the written notice as required by Sections 8.3.4. and 8.3.5. 'rovide 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 adverse effect on the scheduled construction.in accordance with Section 8.3.5. S 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 suchpersons; 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, exceptanticipated 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. S 15.2 Initial DecisionOmitted. OFen+i+}eFo€heFthantheOwneR persons at the Owner’s expense. 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 17:05:44 ET on 06/10/2022 under OrderNo.2114332943 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: 0899458091 ) 73 DocuSign Envelope ID: 769tA09C-FBDB437F-B540-D49C6F2BDIDF part. resolution proceedings with respect to the initial decision. accordance with applicable law' to comply with the lien notice or filing deadlines. $ 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 ContractDocuments. 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 the dispute or 60 days after mediation has been demanded without resolution of the dispute, demand in writing that the other party file for binding dispute resolution. If such a demand is made and the party receiving the demand fails to file for binding dispute resolution within 60 days after receipt thereof, then both parties waive their rights to binding dispute resolution 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 placewhere 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 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 17:05:44 ET on 06/10/2022 under OrderNo.2114332943 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: 0899458091 ) 74 DocuSign Envelope ID: 7691A09C-FBDB-+37F-B540-D49C6F2BDIDF arbitration is pormitted to be demanded. legal or equitable proceedings based on the Claim. accordance with applicable law in any court having jurisdiction thereof. jurisdiction thereof. S 15.4.4 Consolidation orJoinder similar procedural rules and methods for selecting arbitrator(s). and Contractor under this Agreement. Init. / AIA Document A2016 - 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 17:05:44 ET on 06/10/2022 under OrderNo.2114332943 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: 0899458091 ) 75 DocuSign Envelope ID: 76&+A09C-FBDB'+37F-B540-D49C6F2BDI DF 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 final document simultaneously with this certification at 17:05:44 ET on 06/10/2022 under Order No. 2114332943 from AIA Contract Documents software and that in preparing the attached final document I made no changes to the originaltext of AIA® 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 i;iihF(Sign chris 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 17:05:44 ET on 06/10/2022 under Order No.2114332943 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.orgUser Notes: (1899458091 ) 1 [kx:uSign Certificate Of Completion Envelope Id: 7654A09CFBDB437FB540D49C6F2BDI DF Subject: Please DocuSign: City Council Contract 7967 - Construction Manager at Risk for Fire Station 9 Source Envelope: Status: Completed Document Pages: 169 Certificate Pages: 6 AutoNav: Enabled Signatures: 7 Initials: 1 Envelope Originator: Christa Christian Envelopeld Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901 B Texas Street Denton, TX 76209 Christa.Christian@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 6/1 3/2022 11 :58:45 AM 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: 6/13/2022 12:20:50 PM Viewed: 6/13/2022 12:21 :13 PM Signed: 6/1 3/2022 12:21 :44 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: 6/13/2022 12:21 :50 PM Viewed: 6/1 3/2022 12:32:59 PM Signed: 6/1 3/2022 12:35:49 PM Signature Adoption: Pre-selected Style Signed by link sent to lori.hewell@cityofdenton.com Using IP Address: 47.184.94.221 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) 'DoaBlnd bFI MaRLtht&h&l '48070a3rB4AA438 Sent: 6/1 3/2022 12:35:53 PM Viewed: 6/1 3/2022 2:34:42 PM Signed: 6/13/2022 2:38:54 PM Signature Adoption: Pre-selected Style Signed by link sent to marcella.lunn@cityofdenton.com Using IP Address: 47.24.6.135 Electronic Record and Signature Disclosure:Not Offered via DocuSign Gary Aanenson garyaanenson@coreconstruction.com Vice President CORE Construction Security Level: Email, Account Authentication(None) Sent: 6/1 3/2022 2:38:58 PM Viewed: 6/1 3/2022 4:01 :32 PM Signed: 6/14/2022 12:25:35 PM Signature Adoption: Pre-selected Style Signed by link sent to garyaanenson@coreconstruction.com Using IP Address: 99.66.180.50 ElectronIc Record and Signature Disclosure: Signer Events Accepted: 6/13/2022 4:01 :32 PMID: 96bdaf1 3-b4a549f0-ae76-ac4851 1280c5 Signature Timestamp Chris Squadra csquadra@peakprogramvalue.com Chris Squadra, Peak Program Value, LLC Security Level: Email, Account Authentication (None) 'Docu81grnd br UUMSrA Sent: 6/14/2022 12:25:39 PM Resent: 6/15/2022 4:36:30 PM Viewed: 6/1 5/2022 4:37:06 PM Signed: 6/15/2022 4:37:52 PMSignature 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 4:37:06 PMID: 6dde5508-885e2126c-8048-674ca640c7da Scott Gray scott.gray@cityofdenton.com Director - Airport & Facilities X Security Level: Email, Account Authentication(None) -D$cuSWd brI g&&aM? ,A79499140F7443k Sent: 6/1 5/2022 4:37:56 PM Viewed: 6/1 5/2022 6:05:47 PM Signed: 6/1 5/2022 6:06:16 PM Signature Adoption: Pre-selected Style Signed by link sent to scott.gray@cityofdenton.com Using IP Address: 174.204.210.7 Signed using mobile ElectronIc Record and Signature Disclosure:Accepted: 6/1 5/2022 6:05:47 PMID: 5937b5fc-bdObJld84-a3bb-6356bfbOaf38 Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication(None) Completed Sent: 6/1 5/2022 6:06:22 PM Viewed: 6/29/2022 7:04:50 AM Signed: 6/29/2022 7:05:06 AMSigned by link sent to cheyenne.defee@cityofdenton.com Using IP Address: 198.49.140.104 Electronic Record and Signature Disclosure:Not Offered via DocuSign Sara Hensley sara.hensley@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication(None) Sent: 6/29/2022 7:05:10 AM Viewed: 6/29/2022 8:06:09 AM Signed: 6/29/2022 8:06:18 AM Signature Adoption: Pre-selected Style Signed by link sent to sara.hensley@cityofdenton.com Using IP Address: 73.158.243.185 Signed using mobile Electronic Record and Signature Disclosure:Not Offered via DocuSign Rosa Rios rosa.rios@cityofdenton.com City Secretary Security Level: Email, Account Authentication(None) Sent: 6/29/2022 8:06:23 AM Viewed: 6/29/2022 1 1 :22:17 AM Signed: 6/29/2022 11 :22:54 AM Signature Adoption: Pre-selected Style Signed by link sent to rosa.rios@cityofdenton.com Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Accepted: 6/29/2022 11 :22:17 AMID: 3aOd043d-fdOaJ$c35-90b0-22443702c528 In Person Signer Events Signature Status Timestamp Editor Delivery Events Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status 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: 6/1 3/2022 12:21:50 PM Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 6/15/2022 6:06:20 PM Viewed: 6/1 6/2022 8:08:47 AM 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 :22:59 AM Viewed: 6/29/2022 1 :10:19 PM TerTy Kader terry.kader@cityofdenton.com Fleet Superintendent Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Accepted: 6/27/2022 1:19:41 PMID: 97d322b4-8918z1539-a396-9346dddbaa73 Sent: 6/29/2022 1 1 :23:00 AM Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Completed Status Timestamps 6/13/2022 12:20:50 PM 6/29/2022 11 :22:17 AM 6/29/2022 11 :22:54 AM 6/29/2022 11 :23:00 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: Gary Aanenson, Chris Squadra, Scott Gray, Rosa Rios. TerTy Kader 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. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the ’I agree’ button at the bottom ofthis document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. 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