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BA 2015-11-11 CRDC
City of Coppell Texas 255 Parkway Boulevard , Coppell,Texas FFET L 75019-9478 CO Meeting Agenda Coppell Recreation Development Corporation Wednesday, November 11,2015 6:30 PM 255 Parkway Blvd. Mark Tepper Marvin Franklin President Biju Matthew Karen Hunt Vice President Stephen Hafer Larry Jones Secretary Mabuba Kahn Notice is hereby given that the Coppell Recreation Development Corporation of the City of Coppell, Texas, will hold a Special-Called Meeting in the Second Floor Conference Room at 255 E. Parkway Boulevard on November 11, 2015. As authorized by Section 551.071(2) of the Texas Government Code, this meeting may be convened into closed Executive Session for the purpose of seeking confidential legal advice from the City Attorney on any agenda item listed herein. The purpose of this meeting is to consider the following items: Regular Session (Open to the Public) 1. Call To Order 2. Citizens' Forum 3. Consider approval of the minutes from November 4, 2015. Attachments: 11.11.15 CRDC Meeting -Minutes from 11.04.15.pdf 4. Consider approval of an Agreement between the City of Coppell (Owner) and EMJ (Construction Manager) for the construction of the Life Safety Park, and authorizing the CRDC President to sign any necessary documents. Attachments: 11.11.15 CRDC Meeting -Life Safety Park Memo Standard Agreement.pdf 11.11.15 CRDC Meeting -Life Safety Park Standard Agreement.pdf 11.11.15 CRDC Meeting -Life Safety Park General Conditions of Contract.pdf 5. Consider approval of a Guaranteed Maximum Price Amendment to the City of Coppell,Texas Page 1 Printed on 11/6/2015 Coppell Recreation Development Meeting Agenda November 11,2015 Corporation Agreement between the City of Coppell (Owner) and EMJ (Construction Manager) for the construction of the Life Safety Park in the amount of $5,402,869.00 and authorizing the CRDC President to sign any necessary documents. Attachments: 11.11.15 CRDC Meeting -Life Safety Park Memo GMPA.pdf 11.11.15 CRDC Meeting -Life Safety Park GMPA.pdf 6. Consider approval to enter into an agreement with Lantek Communications for the installation of Audio/Video equipment for the Cozby Library and Community Commons, through TCPN #R5192-TX-8139, in the amount of$138,525.94 as budgeted; and authorizing the CRDC President to sign any necessary documents. Attachments: 11.11.15 CRDC Meeting -Cozby Library Memo Lantek Agreement.pdf 11.11.15 CRDC Meeting -Cozby Library Lantek Communications Contract.pdf 7. Consider approval to enter into an agreement with NEMA 3 Electric, Inc. for the installation of data, AV and cable wiring for the Cozby Library and Community Commons, in the amount of$58,225.15 as budgeted; and authorizing the CRDC President to sign any necessary documents. Attachments: 11.11.15 CRDC Meeting -Cozbv Library Memo NEMA Agreement.pdf 11.11.15 CRDC Meeting -Cozbv Library NEMA Contract.pdf 8. Board President and Committee Reports Adjournment The City of Coppell acknowledges its responsibility to comply with the Americans with Disabilities Act of 1990. Thus, in order to assist individuals with disabilities who require special services (i.e. sign interpretative services, alternative audio/visual devices, and amanuenses)for participation in or access to the City of Coppell-sponsored public programs, services and/or meetings, the City requests that individuals make requests for these services forty-eight(48) hours ahead of the scheduled program, service and/or meeting. To make arrangements, contact Vivyon V. Bowman, ADA Coordinator, or other designated official at (972) 304-3699, or TDD 1-800-RELAY TX, (1-800-735-2989). This agenda was posted on the City of Coppell bulletin board at Town Center on this day of_ , 20__at by City of Coppell,Texas Page 2 Printed on 11/6/2015 City of Coppell Texas 2pp Parkway Boulevard Co ell,Texas 75019-9478 Fip E L L "v Minutes Coppell Recreation Development Corporation Wednesday, November 4,2015 6:30 PM 255 Parkway Blvd. The Coppell Recreation Development Corporation met in regular session on Wednesday, November 4, 2015, in the Human Resources Training Room at 255 Parkway Boulevard, Coppell, Texas. Regular Session (Open to the Public) 1. Call To Order President Tepper called the meeting to order at 6:30 PM. Present were: Board Member Mahbuba Kahn, Board Member Larry Jones,Vice President Biju Mathew, and President Mark Tepper. Also present were: Mike Land, Deputy City Manager, and Amy Swaim,Administrative Assistant to the City Manager. 2. Citizens' Forum There was no on one present to speak during the Citizens' Forum. 3. Consider Approval of Minutes: September 23, 2015 Motion by Board Member Jones,second by Vice President Mathew,to approve the September 23,2015, Minutes as presented. AYE: All. The motion carried unanimously. 4. Financial Report-Annual Mike Land summarized the report. He pointed out the report before the board tonight is the unaudited report for September. He also explained that in the future, the reports will reflect and carry zero balances on the revenue side of projects until they are completed. 5. Project Updates Mike Land provided updates to the following projects: Life Safety Park will go to Council on November 10, then to CRDC on November 11. Andy Brown Park will go to Council on December 8, then to CRDC on December 9. Various pieces of the Library renovation will go to Council and/or to CRDC City of Coppell,Texas Page 1 Coppell Recreation Development Minutes November 4,2015 Corporation sometime in the future. The Denton Tap Streetscape and Median project has begun. Mr. Land also noted that proceeds are running ahead of projection. 6. Board President and Committee Reports President Tepper reminded the Board about the November 11 and December 9 CRDC meetings. Adjournment President Tepper adjourned the meeting at 6:56 PM. -------------------- Mark Tepper, President Amy Swaim, Administrative Assistant to the City Manager City of Coppell,Texas Page 2 T H E • C I T Y O F COPPELL q MEMORANDUM To: CRDC Board Members From: Mike Land, Deputy City Manager Date: November 11, 2015 Re: Life Safety Park— Consider approval of an Agreement between the City of Coppell (Owner) and EMJ Corporation (Construction Manager) for the construction of the City of Coppell Life Safety Park and authorizing the Board President to Sign. 2030: Sense of Community. Goal 94: Effective Community Partnerships. Community Wellness and Enrichment. Goal 91: Community Gathering Places. Community Wellness and Enrichment Strategy. Goal 45, Community Education Programs and support of Top Quality Schools. Sustainable City Government. Goal 91: Excellent City Services with High Level of Customer Satisfaction, Goal #3: Excellent and Well Maintained Infrastructure and Facilities. General Information: • The request for proposals for Construction Management Services were advertised in the summer of 2014 • Interviews were conducted in August of 2014 • EMJ Corporation recommended as Construction Manager at Risk for The Life Safety Park • CRDC approved the award to RFQ No. 0127, for Construction Manager at Risk Services to EMJ Corporation on October 6, 2014. • The same selection process was used for the Library and Andrew Brown Parks redevelopment projects • Based on the review of the Agreement by the City Attorney, all three Agreements with the three different Construction Managers are the same. • On February 10, 2015, February 17, 2015 and on September 8, 2015 this same Agreement being considered by Council was approved by the Coppell City Council and CRDC respectively for Core Construction Services of Texas, Inc. for the redevelopment and improvements at Andrew Brown Park, West and 1 East, and for T. S. Byrne for the expansion and renovation of the Library respectively. • The Contract will be amended by the Action Item following this item to reflect the Guaranteed Maximum Price. Introduction In the summer of 2014 a Request for Proposals was advertised for the eventual selection of a Construction Manager for the Life Safety Park. Interviews were held in August of 2014. Several firms submitted their qualifications and went through the interview process. Based on these interviews EMJ was recommended by staff for eventual approval by the CRDC and City Council. On October 6, 2014 the CRDC approved the award of RFQ No. 0127 Construction Manager at Risk to EMJ. The terms for the eventual contract were to include the Construction Phase Fee, and the Not-To-Exceed General Conditions Costs, based on an estimated construction cost of$4.0 million. This Action Item, the master Agreement with EMJ Corporation is the next step in the process for them to serve as the Construction Manager for the Life Safety Park project now that the project is ready to begin construction. There is another Action Item associated with this particular process and that is the Amendment to this Agreement approving The Guaranteed Maximum Price for the project. Analysis: The agreement puts into place the General Conditions for EMJ to engage in the Life Safety Park construction project. Included in this master agreement is the pricing for EMJ to provide cost analysis and value engineering throughout the design process,which they have performed and was previously approved by the CRDC in October of 2014. General Conditions are also included within the contract, which will be implemented at the time the Guaranteed Maximum Price for the construction portion of the project is established and presented to Council as an Amendment to the contract for both Council and CRDC approval. The Coppell City Council will be considering approval of this contract during their scheduled meeting on Tuesday November 10, 2015. Legal Review: The City's legal counsel has reviewed this Agreement between Owner and Construction Manager. Fiscal Impact: There is no Fiscal Impact resulting from the approval of this item. Funding for the Life Safety Park is budgeted in the General Fund, Crime Control District and CRDC. 2 Recommendation: Pending approval of the Coppell City Council on Tuesday November 10, 2015 the City Manager's Office recommends approval of the Agreement between the City of Coppell (Owner) and EMJ Corporation (Construction Manager) and authorizing the City Manager to sign. 3 ,.,AIA y ® TM ma Document A133 — 2009 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 ADDITIONS AND DELETIONS: AGREEMENT made as of the 10th day of November in the year 2015 The author of this document has (In words, indicate day, month and year.) added information needed for its completion.The author may also BETWEEN the Owner: have revised the text of the original AIA standard form.An Additions and (Name, legal status and address) Deletions Report that notes added information as well as revisions to City of Coppell the standard form text is available 255 Parkway Blvd. from the author and should be Coppell,TX 75019-9478 reviewed.A vertical line in the left margin of this document indicates and the Construction Manager: where the author has added (Name, legal status and address) necessary information and where the author has added to or deleted EMJ Corporation from the original AIA text. 5525 N. MacArthur Blvd, Suite 400 This document has important legal Irving,TX 75038 consequences.Consultation with an attorney is encouraged with respect for the following Project: to its completion or modification. (Name and address or location) AIA Document A201 TM-2007, General Conditions of the Contract City of Coppell-Life Safety Park for Construction,is adopted in this document by reference.Do not use The Architect: with other general conditions unless (Name, legal status and address) this document is modified. BRW Architects 3535 Travis St., Suite 250 Dallas,TX 75204 The Owner's Designated Representative: (Name, address and other information) Mike Land,Deputy City Manager City of Coppell I: 255 Parkway Blvd. Coppell,TX 75019-9478 i The Construction Manager's Designated Representative: f (Name, address and other information) Ray Catlin EMJ Corporation 5525 N. MacArthur Blvd, Suite 400 Irving,TX 75038 AIA Document A133T"'—2009(formerly A121 T°'CMc—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved. Init. WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. I This document was produced by AIA software at 13:19:11 on 11/03/2015 under Order No.4494594925_1 which expires on 09/02/2016,and is not for resale. User Notes: (1899379058) The Architect's Designated Representative: (Name, address and other information) Gary Devries BRW Architects 3535 Travis St., Suite 250 Dallas,TX 75204 WHEREAS City of Coppell (hereinafter referred to as "Owner")and EMJ Corp(hereinafter referred to as "Construction Manager")desire to enter into a contract under which Construction Manager will perform construction services relating to the above-referenced Project on behalf of Owner; WHEREAS Owner and Construction Manager have agreed to enter into AIA Document A133-2009 Agreement("Contract")as the basic form for that contract;and WHEREAS certain terms and conditions of the contract must be modified to comply with applicable laws and policies affecting Owner and Construction Manager on this Project,Owner and Construction Manager hereby agree to the following amendments to the Contract: The Owner and Construction Manager agree as follows. Init. AIA Document A133Tm—2009(formerly A121 TMCMc—2003).Copyright 01991,2003 and 2009 by The American Institute of Architects.All rights reserved. WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA® 2 Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. t This document was produced by AIA software at 13:19:11 on 11/03/2015 under Order No.4494594925_1 which expires on 09/02/2016,and is not for resale. User Notes: (1899379058) TABLE OF ARTICLES 1 GENERAL PROVISIONS 2 CONSTRUCTION MANAGER'S RESPONSIBILITIES 3 OWNER'S RESPONSIBILITIES 4 COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES 5 COMPENSATION FOR CONSTRUCTION PHASE SERVICES 6 COST OF THE WORK FOR CONSTRUCTION PHASE 7 PAYMENTS FOR CONSTRUCTION PHASE SERVICES 8 INSURANCE AND BONDS 9 DISPUTE RESOLUTION 10 TERMINATION OR SUSPENSION 11 MISCELLANEOUS PROVISIONS 12 SCOPE OF THE AGREEMENT ARTICLE 1 GENERAL PROVISIONS § 1.1 The Contract Documents The Contract Documents consist of this Agreement as amended, Conditions of the Contract(General, Supplementary and other Conditions as amended),Drawings, Specifications,Addenda issued prior to the execution of this Agreement,all sections of the Project Manual issued prior to the Construction Manager's Guaranteed Maximum Price Proposal,other documents listed in this Agreement,Modifications issued after execution of this Agreement,the proposal signed by the Construction Manager,the request for proposals, and Contractor's proof of payment,and performance bonds and proof of insurance,all of which form the Contract and are as fully a part of the Contract as if attached to this Agreement or repeated herein.Upon the Owner's acceptance of the Construction Manager's Guaranteed Maximum Price proposal,the Contract Documents will also include the documents described in Section 2.2.3 and identified in the Guaranteed Maximum Price Amendment and revisions prepared by the Architect and furnished by the Owner as described in Section 2.2.8.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. Any reference to AIA Document A201-2007 in this Agreement shall be construed as the CMA Document A201-2007,as amended. §1.1.1 Any revision,amendment,or modification to the Standard Form of this Agreement shall be valid,binding, and enforceable only if said revision,amendment or modification is made conspicuous by being underlined, lined-through,or highlighted in this Agreement signed by Contractor and the authorized representative of Owner's City Council.In the event of conflict,terms and conditions contained in the Agreement,as amended,shall take precedence over terms and conditions contained in the General Conditions,as amended,and the terms and conditions in the General Conditions,as amended,shall take precedence over all other terms and conditions contained in the other Contract Documents.If the Request for Proposals and the Proposal are included in the Contract Documents,then the Request for Proposals shall take precedence over the Proposal,unless specifically agreed otherwise herein. §1.1.2 The City Council,by majority vote, is the only representative of the Owner,a municipality,having the power to enter into or amend a contract,to approve changes in the scope of the Work,to approve and execute a Change Order or Construction Change Directive modifying the Guaranteed Maximum Price to agree to an extension to the date of Substantial or Final Completion,or to terminate a contract The Owner designates the following as the Init. AIA Document A133TM—2009(formerly A121 TMCMc—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved. WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA® 3 Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 13:19:11 on 11/03/2015 under Order No.4494594925_1 which expires on 09/02/2016,and is not for resale. User Notes: (1899379058) individuals authorized to sign documents on behalf of the City Council: Mr. Clay Phillips,City Manager of the City of Coppell. Notwithstanding anything stated to the contrary in this section 1.1.2,The Owner hereby authorizes Mr. Clay Phillips to execute Change Orders on behalf of the City and the City Council,without the necessity of a majority vote,for work whose value is up to and including$25,000.00. §1.1.3 The City Council designates the authorized representatives identified on the front page to act on its behalf as provided in paragraph 3.2 of this Agreement. § 1.2 Relationship of the Parties The Construction Manager accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner to cooperate with the Architect and exercise the Construction Manager's skill and judgment in furthering the interests of the Owner to perform the Work defined in the Contract Documents,in accordance with the Owner's requirements and construction cost limitations,as approved by the Owner's City Council as set forth in the Contract Documents;to furnish efficient construction administration,management services and supervision to finish construction services,if allowed in accordance with law;to furnish at all times an adequate supply of workers and materials;and to perform the Work in an expeditious and economical manner consistent with the Owner's interests. The Owner agrees to furnish or approve, in a timely manner,information required by the Construction Manager and to make payments to the Construction Manager in accordance with the requirements of the Contract Documents. The Owner and Construction Manager shall endeavor to promote harmony and cooperation among the Owner,Architect,Construction Manager, Construction Manager's subcontractors,and other persons or entities employed by the Owner for the Project. § 1.3 General Conditions For the Preconstruction Phase,AIA Document A201TM-2007,General Conditions of the Contract for Construction, shall apply only as specifically provided in this Agreement.For the Construction Phase,the general conditions of the contract shall be as set forth in A201-2007 as amended,which document is incorporated herein by reference.The term "Contractor"as used in A201-2007 shall mean the Construction Manager. ARTICLE 2 CONSTRUCTION MANAGER'S RESPONSIBILITIES The Construction Manager's Preconstruction Phase responsibilities are set forth in Sections 2.1 and 2.2.The Construction Manager's Construction Phase responsibilities are set forth in Section 2.3.The Owner and Construction Manager may agree,in consultation with the Architect, for the Construction Phase to commence prior to completion of the Preconstruction Phase, in which case,both phases will proceed concurrently. The Construction Manager shall identify a representative authorized to act on behalf of the Construction Manager with respect to the Project. § 2.1 Preconstruction Phase § 2.1.1 The Construction Manager shall provide a preliminary evaluation of the Owner's program,schedule and construction budget requirements,each in terms of the other. § 2.1.2 Consultation The Construction Manager shall schedule and conduct meetings with the Architect and Owner to discuss such matters as procedures,progress,coordination,and scheduling of the Work.The Construction Manager shall advise the Owner and the Architect on proposed site use and improvements, selection of materials,and building systems and equipment.The Construction Manager shall also provide recommendations consistent with the Project requirements to the Owner and Architect on constructability; availability of materials and labor;time requirements for procurement,installation and construction which shall satisfy Owner's time requirements;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. §2.1.2.1 During the Preconstruction Phase,the Construction Manager shall review the Contract Documents to attempt to ascertain whether the components of the plumbing,electrical and mechanical systems may be constructed without interference with each other,or with the structural or architectural components of the Project,or with existing systems. In the event that conflicts between the systems are discovered,the Construction Manager shall promptly notify the Owner and Architect in writing. Init. AIA Document A133T^'—2009(formerly A121 TMCMc—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved. WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA® 4 Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 13:19:11 on 11/03/2015 under Order No.4494594925_1 which expires on 09/02/2016,and is not for resale. User Notes: (1899379058) § 2.1.2.2 Notwithstanding any provision of the General Conditions of the Contract for Construction to the contrary, the Construction Manager shall not be entitled to additional compensation for any delay or disruption to the Work arising fi•om any conflict between the mechanical,electrical,and plumbing systems with each other,or with the -structural or architectural components of the Work,or with existing systems, if such conflicts should have been discovered during the Construction Documents Phase by the Construction Manager through the exercise of reasonable diligence, and the Owner and Architect were not informed of found defects or mistakes on such conflicts as required by subparagraph 2.1.2.1. This provision shall apply only with respect to conflicts appearing in the Drawings and Specifications provided for the Construction Manager's review prior to proposal of a Guaranteed Maximum Price. However,the duty to design without such conflicts remains with the Architect. In order to avoid delays and costs due to conflicts between plumbing,electrical and mechanical systems with each other, or with structural or architectural components,Architect will be instructed by Owner to carefully review all drawings and correct any conflicts prior to releasing them to the Construction Manager. § 2.1.3 Project Schedule When Project requirements in Section 3.1.1 have been sufficiently identified,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 shall coordinate and integrate the Construction Manager's services,the Architect's services,other Owner consultants' services,and the Owner's responsibilities and identify items that could affect the Project's timely completion. The updated Project schedule shall 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 well in advance of construction;dates of Substantial Completion and Final Completion;and the occupancy requirements of the Owner. If updated Project schedules indicate that previously-approved schedules may not be met,then the Construction Manager shall make appropriate recommendations to the Owner and Architect and,upon written approval of both, shall implement necessary corrective action. § 2.1.4 Phased Construction The Construction Manager shall provide recommendations with regard to accelerated or fast-track scheduling, procurement,or phased construction.The Construction Manager shall take into consideration cost reductions,cost information,constructability,provisions for temporary facilities and procurement and construction scheduling issues. The Construction Manager shall make recommendations to the Owner and Architect regarding the phased issuance of Drawings and Specifications so as to facilitate the proposal of a Guaranteed Maximum Price when all elements of the Drawings and Specifications are at least one hundred percent complete,unless mutually agreed otherwise by the Architect,Owner and the Construction Manager. § 2.1.5 Preliminary Cost Estimates § 2.1.5.1 Based on the preliminary design and other design criteria prepared by the Architect,the Construction Manager shall prepare preliminary estimates of the Cost of the Work or the cost of program requirements using area, volume or similar conceptual estimating techniques for the Architect's review and Owner's approval.If the Architect or Construction Manager suggests alternative materials and systems,the Construction Manager shall provide cost evaluations of those alternative materials and systems. § 2.1.5.2 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,estimates of the Cost of the Work of increasing detail and refinement and allowing for the further development of the design until such time as the Owner and Construction Manager agree on a Guaranteed Maximum Price for the Work. Such estimates shall be provided for the Architect's review and the Owner's approval.The Construction Manager shall inform the Owner and Architect when estimates of the Cost of the Work exceed the latest approved Project budget and make recommendations for corrective action and/or cost reductions,including but not limited to,substitution of materials or revisions or alterations to the Design Development Documents or the Construction Documents,to bring the Project within the Owner's budget,but shall not delete necessary components of the Project without Owner's City Council's consent. In the event that the quality AIA Document A133 TM—2009(formerly A121 TMCMc—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved. Init. WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA® 5 Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 13:19:11 on 11/03/2015 under Order No.4494594925_1 which expires on 09/02/2016,and is not for resale. User Notes: (1899379058) or scope identified in the estimates are unacceptable or exceed the Owner's identified budget,the Construction Manager shall work with the Architect to attempt to develop options that are reasonably acceptable to Owner and are within the Owner's budget. § 2.1.6 Subcontractors and Suppliers The Construction Manager shall develop bidders' interest in the Project. To the extent not inconsistent with the Construction Manager's requirements under Texas Government Code Chapter 2267,Subchapter F,the Construction Manager shall seek to develop subcontractor interest in the Project and shall furnish to the Owner and Architect for their information a list of possible subcontractors,including suppliers who are to furnish materials or equipment fabricated to a special design,from whom proposals will be requested for each principal portion of the Work.The Architect will promptly reply in writing to the Construction Manager if the Architect or Owner,knows of any objection to such subcontractor or supplier. The receipt of such list shall not require the Owner or Architect to investigate the qualifications of proposed subcontractors or suppliers,nor shall it waive the right of the Owner or Architect later to object to or reject for good cause any proposed subcontractor or supplier. § 2.1.7 The Construction Manager shall prepare,for the Architect's review and the Owner's acceptance,a procurement schedule for items that must be ordered well in advance of construction.The Construction Manager shall expedite and coordinate the ordering and delivery of materials that must be ordered well 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 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. § 2.1.8 Extent of Responsibility The Construction Manager shall exercise reasonable care in preparing schedules and estimates. 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 recommendations and advice of the Construction Manager concerning design alternatives and potential cost savings shall be subject to the review and approval of the Architect, Owner and the Owner's professional consultants. 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,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. § 2.1.9 Notices and 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 for inclusion in the Contract Documents. § 2.2 Guaranteed Maximum Price Proposal and Contract Time § 2.2.1 When all elements of the Construction Documents are at least 100 per cent complete,as mutually agreed upon by the Owner,the Construction Manager,and the Architect,the Construction Manager shall prepare a Guaranteed Maximum Price proposal for the Owner's review and acceptance.The Guaranteed Maximum Price in the proposal shall be the sum of the Construction Manager's estimate of the Cost of the Work,including contingencies described in Section 2.2.4;the general conditions,and the Construction Manager's Fee. If any Guaranteed Maximum Price proposal submitted to the Owner exceeds previously-approved estimates or the Owner's budget,then the Construction Manager shall make appropriate recommendations to the Owner and Architect for cost reductions,including but not limited to,substitution of materials or revisions or alterations to the Construction Documents,to bring the Project within the Owner's budget, but shall not delete necessary components of the Project without Owner's City Council's consent.In,the event that the quality or scope identified in the proposal are unacceptable or exceed the Owner's identified budget,the Construction Manager shall work with the Architect to develop options that are acceptable to Owner,are within the Owner's budget,and meet the Owner's requirements for dates of Substantial Completion and Final Completion.The Construction Manager may propose separate Guaranteed Maximum Prices for separate Works within the Project, as schedules and efficiencies dictate. The Construction Manager will work with the Architect to achieve a Guaranteed Maximum Price that is fully Init. AIA Document A133T""—2009(formerly A121 T"'CIVIc—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved. WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA® 6 Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 13:19:11 on 11/03/2015 under Order No.4494594925_1 which expires on 09/02/2016,and is not for resale. User Notes: (1899379058) acceptable to Owner and is within the Owner's budget for the Work and for the Project. The Owner's budget is stated in§11.5.9 of the Agreement. § 2.2.2 To the extent that the Drawings and Specifications are anticipated to require further development by the Architect,the Construction Manager shall provide in the Guaranteed Maximum Price for such further development consistent with the Contract Documents and reasonably inferable therefrom. Such further development does not include such things as changes in scope, systems,kinds and quality of materials, finishes or equipment,all of which, if required,shall be incorporated by Change Order. § 2.2.3 The Construction Manager shall include with the Guaranteed Maximum Price proposal a written statement of its basis,which shall include the following: .1 A list of the Drawings and Specifications,including all Addenda thereto,and the Conditions of the Contract; .2 A list of the clarifications and assumptions made by the Construction Manager in the preparation of the Guaranteed Maximum Price proposal, including assumptions under Section 2.2.2,to supplement the information provided by the Owner and contained in the Drawings and Specifications; .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,allowances,contingency,general conditions, and the Construction Manager's Fee; .4 The anticipated date of Substantial Completion upon which the proposed Guaranteed Maximum Price is based; .5 The date of Final Completion upon which the proposed Guaranteed Maximum Price is based,which date shall be not more than 30 days after the date of Substantial Completion;and .6 The Guaranteed Maximum Price proposal may not be based in any pant on any subcontract or material supply contract which would require the Owner to compensate the Construction Manager on other than a maximum price basis. § 2.2.4 In preparing the Construction Manager's Guaranteed Maximum Price proposal,the Construction Manager shall include its contingency for the Construction Manager's exclusive use to cover those costs considered reimbursable as the Cost of the Work but not included in a Change Order. The Guaranteed Maximum Price will contain a separately-identified contingency amount(the"Construction Contingency"). The Construction Contingency is not allocated to any particular item of the Cost of the Work and is established for the Construction Manager's use as may be required for costs incurred in the Work from unforeseeable causes,or details which should have been anticipated by the Construction Manager at the time of the Owner's approval of the Guaranteed Maximum Price. Such unforeseeable causes or unanticipated details include, but are not limited to,refinement of details of design within the scope of standards,quality and quantities which are reasonably inferable from the Guaranteed Maximum Price documents,the correction of minor defects not relating to design,delays in receipt of materials,and additional costs relating to Subcontractor defaults not reimbursed by the Subcontractor's bonding company. The Construction Manager,with Owner's representative's written approval,may utilize the Construction Contingency for any of the above items within the Cost of the Work without the necessity of a Change Order,without constituting a Change in the Scope of the Work,and without resulting in any change in the Guaranteed Maximum Price. Any unforeseeable causes or unanticipated details which exceed the Construction Contingency shall be borne by the Construction Manager at the Construction Manager's sole risk. All savings will accrue and be available for use,only as detailed above,by the Construction Manager until the Construction Manager's final accounting. In the final accounting,all supporting documentation for all uses of the Construction Contingency shall be provided to Owner. Upon final accounting,all remaining monies in the Construction Contingency shall accrue to the Owner.The Guaranteed Maximum Price shall also include a separately-identified contingency amount,an "Owner's Contingency,"which is defined as a contingency fund within the Guaranteed Maximum Price established by the Owner for the Owner's exclusive use. Monies from Owner's Contingency may be spent in the discretion of Owner's Representative and without additional City Council approval,but with subsequent notice to Owner's City Council.Any unused Owner's contingency shall accrue to the Owner. If Construction Manager fails to include a specific line item for Owner's contingency in the Guaranteed Maximum Price,then the identified contingency amount shall be split in half: 50%shall be the Construction Contingency and 50%shall be Owner's Contingency. Init. AIA Document A133T'"—2009(formerly A121 TMCMc—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved. WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA® 7 Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 13:19:11 on 11/03/2015 under Order No.4494594925_1 which expires on 09/02/2016,and is not for resale. User Notes: (1899379058) § 2.2.5 The Construction Manager shall meet with the Owner and Architect to review the Guaranteed Maximum Price proposal. In the event that the Owner and Architect discover any inconsistencies or inaccuracies in the information presented,they shall promptly notify the Construction Manager,who shall make appropriate adjustments to the Guaranteed Maximum Price proposal,its basis,or both. As soon as feasible after Architect's preliminary approval of the Construction Manager's proposed Guaranteed Maximum Price,the Architect will prepare the Amendment forms and return them to the Construction Manager for review, signature,and return to the Owner. § 2.2.6 The Owner's City Council shall be allowed not less than fifteen(15)days after receipt of the Construction Manager's signed Guaranteed Maximum Price Amendment to review and take action on the Amendment. Unless the Owners City Council accepts the Guaranteed Maximum Price Amendment by City Council action within fifteen (15)days after City's receipt,the Amendment will not become effective. Following acceptance of a Guaranteed Maximum Price Amendment,and the Owner shall execute the Guaranteed Maximum Price Amendment amending this Agreement,a copy of which the Owner shall provide to the Architect and Construction Manager.The Guaranteed Maximum Price Amendment shall set forth the agreed upon Guaranteed Maximum Price with the information and assumptions upon which it is based. § 2.2.7 The Construction Manager shall not incur any cost to be reimbursed as part of the Cost of the Work prior to the commencement of the Construction Phase,unless the Owner provides prior written authorization for such costs. § 2.2.8 The Owner shall authorize the Architect to provide the revisions to the Drawings and Specifications to incorporate the agreed-upon assumptions and clarifications contained in the Guaranteed Maximum Price Amendment.The Owner shall promptly furnish those revised Drawings and Specifications to the Construction Manager as they are revised. The Construction Manager shall notify the Owner and Architect of any inconsistencies between the Guaranteed Maximum Price Amendment and the revised Drawings and Specifications. § 2.2.9 The Construction Manager shall not include in the Guaranteed Maximum Price any taxes from which Owner is exempt. j § 2.2.10 The Construction Manager shall diligently prosecute and achieve Substantial and Final Completion of the Entire Work as provided in the Amendment. § 2.3 Construction Phase § 2.3.1 General (Paragraphs deleted) § 2.3.1.1[T]he date of commencement of the Work shall mean the date of commencement of the Construction Phase as provided in Section 8.1.2 of A201-2007. § 2.3.2 Administration § 2.3.2.1 Pursuant to Texas Government Code Chapter 2267,Subchapter F". In the first sentence,after"The Construction Manager shall",replace"obtain bids"with"publicly advertise and solicit through competitive purchasing,as required by law,competitive sealed proposals";and delete"and from suppliers of materials or equipment fabricated especially for the Work and shall deliver such bids to the Architect."and replace it with "for the performance of all major elements of the Work."In the new second sentence replace"bids"with "proposals. The Construction Manager shall obtain bids from Subcontractors and from suppliers of materials or equipment fabricated especially for the Work and shall deliver such bids to the Architect.The Owner shall then determine,with the advice of the Construction Manager and the Architect,which bids will be accepted. The Construction Manager shall not be required to contract with anyone to whom the Construction Manager has reasonable objection. The Construction Manager may seek to perform portions of the Work required to be publicly advertised. If the Construction Manager submits its own proposal for any portion of the Work,it shall do so in the same manner as required of all subcontractors.Owner shall decide whether or not Construction Manager's proposal for self-performing portions of the Work offers the best value to Owner.In opening proposals,neither Construction Manager nor Owner shall disclose the contents of a proposal.All proposals shall be made public within seven days after the Owner's final selection.If Construction Manager's proposal is selected by the Owner,the proposed cost for the self-performed work shall be paid to the Construction Manager,pursuant to progress payments,as if AIA Document A133M—2009(formerly A121 TMCMc—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved. Init. WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA® 8 Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 13:19:11 on 11/03/2015 under Order No.4494594925_1 which expires on 09/02/2016,and is not for resale. User Notes: (1899379058) Construction Manager were a subcontractor. Such payments to Construction Manager shall be included in the Cost of the Work,but the Construction Manager shall not receive an additional Construction Manager's fee for self-performed work. § 2.3.2.2 Pursuant to Texas Government Code Chapter 2267,Subchapter F,if during the course of recommending proposals,the Construction Manager recommends to Owner a proposal from a subcontractor,but the Owner requires another proposal to be accepted,the Owner shall compensate the Construction Manager by a change in price,time, and/or Guaranteed Maximum Price for any additional cost and risk that the Construction Manager may incur as a result,if such change exists.Construction Manager shall state the additional cost and/or risk in writing and shall provide written proof of same before Owner compensates Construction Manager. §2.3.2.2.1 The Construction Manager shall include the following specific notices in the information to proposers: .1 The successful proposer's responsibility to provide workers'compensation insurance in accordance with Texas Labor Code Chapter 406; .2 The successful proposer's responsibility to pay prevailing wages pursuant to Texas Government Code Chapter 2258; .3 A notice of the sales tax exemption for the Work and the procedure for obtaining any required exemption verification or certificate;and .4 The notice regarding trench and shoring safety required by Texas Health and Safety Code Section 756.02." §2.3.2.2.2 Nothing herein shall preclude the Construction Manager fi•om including other notices required or allowed by law. § 2.3.2.3 Subcontracts or other agreements shall conform to the applicable payment provisions of this Agreement, and shall not be awarded on the basis of cost plus a fee without the prior consent of the Owner. If the Subcontract is awarded on a cost-plus a fee basis,the Construction Manager shall provide in the Subcontract for the Owner to receive the same audit rights with regard to the Subcontractor as the Owner receives with regard to the Construction Manager in Section 6.11 below. § 2.3.2.4 If the Construction Manager recommends a specific bidder that may be considered a "related party" according to Section 6.10,then the Construction Manager shall promptly notify the Owner in writing of such relationship and notify the Owner of the specific nature of the contemplated transaction,according to Section 6.10.2. § 2.3.2.5 The Construction Manager shall schedule and conduct weekly or otherwise regularly-scheduled meetings at which Owner,Architect,Construction Manager,and appropriate Subcontractors to discuss such matters as procedures,progress,coordination,scheduling,and status of the Work.The Construction Manager shall prepare and promptly distribute minutes to the Owner and Architect. The Construction Manager shall provide periodic presentations updating the progress,quality and status of the Work to Owner's City Council,at Owner's request,at no additional cost to Owner. § 2.3.2.6 Upon the execution of the Guaranteed Maximum Price Amendment by Owner and Construction Manager, the Construction Manager shall prepare and submit to the Owner and Architect a construction schedule for the Work and submittal schedule in accordance with Section 3.10 of A201-2007,including the Owner's occupancy requirements,if provided to Construction Manager in writing prior to the GMP Proposal. § 2.3.2.7 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.The Construction Manager shall also keep,and make available to the Owner and Architect at any time,including at the meetings referenced in paragraph 2.3.2.5,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. Init. AIA Document A133TM—2009(formerly A121 TMCMc—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved. WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA® 9 Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 13:19:11 on 11/03/2015 under Order No.4494594925_1 which expires on 09/02/2016,and is not for resale. User Notes: (1899379058) § 2.3.2.8 The Construction Manager shall develop a system of cost control for the Work,including regular monitoring of actual costs for activities in progress including changes to the Work approved by Owner,and estimates for uncompleted tasks and proposed changes. The Construction Manager shall identify variances between actual and estimated costs and report the variances to the Owner and Architect and shall provide this information in its monthly reports to the Owner and Architect,in accordance with Section 2.3.2.7 above. §2.3.3 To the extent that any portion of the Work requires a trench excavation exceeding five(5)feet in depth,in accordance with Texas Health and Safety Code Section 756.023(a),Construction Manager shall Bally comply,and shall require any applicable subcontractor to comply,with: 1 The Occupational Safety and Health Administration standards for trench safety in effect for the Construction of the Work. .2 The special shoring requirements,if any,of the Owner. .3 Any geotechnical information obtained by Owner for use by the Construction Manager in the design of the trench safety system. §2.3.4 Trench excavation safety protection shall be a separate pay item,and shall be based on linear feet of trench excavated. Special shoring requirements shall also be a separate pay item,and shall be based on the square feet of shoring used. Said cost shall be included within the Guaranteed Maximum Price. § 2.4 Professional Services Section 3.12.10 of A201-2007 shall apply to both the Preconstruction and Construction Phases. § 2.5 Hazardous Materials Section 10.3 of A201-2007 shall apply to both the Preconstruction and Construction Phases. §2.6 Per Texas Government Code, §2267.257, if a selected trade contractor or subcontractor defaults in the performance of its work or fails to execute a subcontract after being selected,the Construction Manager may itself fulfill,without advertising,the contract requirements or select a replacement trade contractor or subcontractor to fulfill the contract requirements.Construction Manager shall be paid for its own performance in accordance with §2.3.2.1 and§6.2.1 herein. ARTICLE 3 OWNER'S RESPONSIBILITIES § 3.1 Information and Services Required of the Owner § 3.1.1 The Owner shall provide information with reasonable promptness,regarding requirements for and limitations on the Project, including a written program which shall set forth the Owner's objectives, constraints,and criteria, including schedule,space requirements and relationships,flexibility and expandability, special equipment,systems sustainability and site requirements. § 3.1.2 The Owner shall establish and periodically update the Owner's budget for the Project,including(1)the budget for the Cost of the Work as defined in Section 6.1.1,(2)the Owner's other costs,and(3)reasonable contingencies related to all of these costs including the Owner's Contingency as provided in Section 2.2.4. 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. § 3.1.3 If requested by the Construction Manager,the Owner shall furnish evidence that financial arrangements have been made to fulfill the Owner's obligations under this Agreement. § 3.1.4 Structural and Environmental Tests,Surveys and Reports.The Construction Manager shall be entitled to rely on the accuracy of information and services furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work. Init. AIA Document A133T"'—2009(formerly A121 TMCMc—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved. WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA® 10 Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 13:19:11 on 11/03/2015 under Order No.4494594925_1 which expires on 09/02/2016,and is not for resale. User Notes: (1899379058) § 3.1.4.1 The Owner shall furnish tests,inspections and reports required by law or 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. § 3.1.4.2 The Owner shall furnish surveys describing physical characteristics,legal limitations and utility locations for the site of the Project, and a legal description of the site.The surveys as provided in Section 2.2.3 of AIA A201-2007. § 3.1.4.3 Unless provided by the Architect by agreement with the Owner,the Owner,when such services are reasonably required by the scope of the Work and are requested by the Architect or Construction Manager and approved by the Owner,shall furnish services of geotechnical engineers,which may include but are not limited to test borings,test pits,determinations of soil bearing values,percolation tests,evaluations of hazardous materials, seismic evaluation,ground corrosion tests and resistivity tests, including necessary operations for anticipating subsoil conditions,with written reports and appropriate recommendations. § 3.1.4.4 During the Construction Phase,the Owner shall furnish information or services required of the Owner by the Contract Documents with reasonable promptness. The Owner may 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 reasonable written request for such information or services. § 3.2 Owner's Designated Representative Owner's City Council shall designate one or more authorized representatives to act on its behalf in the day-to-day administration of the Project,to issue stop work orders,and to authorize expenditures within Owner's contingency. The City Council designates as its authorized representatives,the following individuals: Mike Land. § 3.2.1 Legal Requirements.The Owner shall furnish all legal,insurance and accounting services,including auditing services that the Owner may determine to be reasonably necessary at any time for the Project to meet the Owner's needs and interests. Construction Manager shall furnish all legal,insurance and accounting services that Construction Manager may determine to be necessary to meet Construction Manager's needs and interests. § 3.3 Architect The Construction Manager's services shall be provided in conjunction with the services of an Architect The terms of the agreement between the Owner and the Architect shall be available for inspection by the Construction Manager upon request. §3.4 INSPECTION AND TESTING Pursuant to Texas Government Code§2267.058,the Owner shall provide or contract for,independently of the Construction Manager,the inspection services,the testing of construction materials engineering,and the verification testing services necessary for acceptance of the Work by Owner. ARTICLE 4 COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES § 4.1 Compensation § 4.1.1 For the Construction Manager's Preconstruction Phase services,the Owner shall compensate the Construction Manager as follows: § 4.1.2 For the Construction Manager's Preconstruction Phase services described in Sections 2.1 and 2.2: (Insert amount of, or basis for, compensation and include a list of reimbursable cost items, as applicable.) Sixteen Thousand Two Hundred Ten dollars($16,210.00) § 4.1.3 If the Preconstruction Phase services covered by this Agreement have not been completed within six(6) months of the date of this Agreement,through no fault of the Construction Manager,the Construction Manager's compensation for Preconstruction Phase services may be equitably adjusted. § 4.1.4 Paragraph Deleted AIA Document A133TM—2009(formerly A121TM'CMc—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved. Init. WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA® 1 Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. / This document was produced by AIA software at 13:19:11 on 11/03/2015 under Order No.4494594925_1 which expires on 09/02/2016,and is not for resale. User Notes: (1899379058) § 4.2 Payments § 4.2.1 Unless otherwise agreed,payments for services shall be made monthly in proportion to services performed. § 4.2.2 Payments are due and payable (Paragraphs deleted) within fourteen(14)days of receipt of the Construction Manager's invoice and application for payment for the Architect. Amounts unpaid more than twenty(20)days after the invoice receipt for the Architect shall bear interest in accordance with Texas Government Code Section 2251.025. ARTICLE 5 COMPENSATION FOR CONSTRUCTION PHASE SERVICES § 5.1 For the Construction Manager's performance of the Work as described in Section 2.3,the Owner shall pay the Construction Manager the Contract Sum in current funds. The Contract Sum is the Cost of the Work as defined in Section 6.1.1 plus the Construction Manager's Fee plus the general conditions,the total of which shall not exceed the Guaranteed Maximum Price. § 5.1.1 The Construction Manager's Fee: (State a lump sum,percentage of Cost of the Work or other provision for determining the Construction Manager's Fee.) The lump sum fee is One Hundred Ninety Thousand Five Hundred Dollars($190,500)as defined in Article 6. Attachment A—Proposal Step 2/RFQ No. 0127(dated September 11,2014). The fee shall be calculated be billed lump sum on a monthly basis by agreement between the parties.No Construction Manager's fee shall be paid on the Construction Manager's Contingency or the Owner's Contingency until funds are allocated from those contingencies to the Cost of the Work,or as provided in §2.3.2.1. § 5.1.2 The method of adjustment of the Construction Manager's Fee for changes in the Work: The Construction Manager's lump sum fee shall in adjusted for changes in the work by the percentage of 5.00%of the cost of any Change Orders executed between the Parties that increase the GMP. The Construction Manager's Fee can only change by agreement of Owner's City Council. § 5.1.3 Limitations,if any,on a Subcontractor's overhead and profit for increases in the cost of its portion of the Work: See AIA Document A201, Section 7.1.4. § 5.1.4 GENERAL CONDITIONS The General Conditions and Field and Office Staff(Total Compensation Package) shall be a fixed fee of Three Hundred Six Thousand Three Hundred Fifty Two Dollars ($306,352). General Conditions shall be those items as described in Attachment A —Proposal Step 2 / RFQ No. 0127 (dated September 11, 2014). Notwithstanding anything stated to the contrary in this Agreement,the items listed in Attachment A—Proposal Step 2/RFQ No. 0127 (dated September 11,2014)are the only items which shall be included in the General Conditions pricing($306,352) and all other items are considered Cost of Work Items and will be billed accordingly. 5.1.4.1 The actual Cost of the Work does not include the Construction Manager's fee or compensation for general conditions. (Table deleted) (Paragraphs deleted) § 5.2 Guaranteed Maximum Price § 5.2.1 The Construction Manager guarantees that the Contract Sum shall not exceed the Guaranteed Maximum Price set forth in the Guaranteed Maximum Price Amendment,as it is amended fi•om time to time as approved by Owner's City Council.To the extent the Contract Sum exceeds the Guaranteed Maximum Price,the Construction Manager shall bear such costs in excess of the Guaranteed Maximum Price without reimbursement or additional compensation from the Owner. Should the final audited Contract Sum be less than the Guaranteed Maximum Init. AIA Document A133 TM—2009(formerly A121 TMCMc—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved. WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA® 12 Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. t This document was produced by AIA software at 13:19:11 on 11/03/2015 under Order No.4494594925_1 which expires on 09/02/2016,and is not for resale. User Notes: (1899379058) Price,then the difference between the Contract Sum and the Guaranteed Maximum Price shall be considered as savings to the Owner,and Owner shall have no obligation to pay same to the Construction Manager. Construction Manager shall also consider as savings to the Owner all unused funds from any Contingency account.The Construction Manager shall not participate in any savings;all savings shall be credited to Owner. (Insert specific provisions if the Construction Manager is to participate in any savings.) If the actual cost of the work plus the Construction Manager's fee is less than the guaranteed maxitnum price,the Owner shall receive all savings. § 5.2.2 The Guaranteed Maximum Price is subject to additions and deductions by Change Order as provided in the Contract Documents and the Dates of Substantial Completion and Final Completion shall be subject to adjustment as provided in the Contract Documents. § 5.3 Changes in the Work § 5.3.1 The Owner,with City Council' approval,if appropriate,may,without invalidating the Contract,order changes in the Work within the general scope of the Contract consisting of additions,deletions or other revisions. The Owner shall issue such changes in writing.The Architect may make minor changes in the Work as provided in Section 7.4 of AIA Document A201-2007,General Conditions of the Contract for Construction.Either the Construction Manager or the Owner,as appropriate,may be entitled to an equitable adjustment in the Contract Time as a result of changes in the Work. § 5.3.2 Increases or decreases,if any,to the Guaranteed Maximum Price on account of changes in the Work subsequent to the execution of the Guaranteed Maximum Price Amendment may be determined by any of the methods listed in Section 7.3.3 of AIA Document A201 2007,General Conditions of the Contract for Construction. § 5.3.3 In calculating adjustments to subcontracts(except those awarded with the Owner's prior consent on the basis of cost plus a fee),the terms"cost"and"fee"as used in Section 7.3.3.3 of AIA Document A201-2007 and the term "costs" as used in Section 7.3.7 of AIA Document A201-2007 shall have the meanings assigned to them in AIA Document A201-2007 and shall not be modified by Sections 5.1 and 5.2,Sections 6.1 through 6.7,and Section 6.8 of this Agreement.Adjustments to subcontracts awarded with the Owner's prior consent on the basis of cost plus a fee shall be calculated in accordance with the terms of those subcontracts. § 5.3.4 In calculating adjustments to the Guaranteed Maximum Price,the terms"cost" and "costs" as used in the above-referenced provisions of AIA Document A201-2007 shall mean the Cost of the Work as defined in Sections 6.1 to 6.7 of this Agreement and the term "fee" shall mean the Construction Manager's Fee as defined in Section 5.1 of this Agreement. (Paragraph deleted) ARTICLE 6 COST OF THE WORK FOR CONSTRUCTION PHASE § 6.1 Costs to Be Reimbursed § 6.1.1 The term Cost of the Work shall mean the following costs necessarily incurred by the Construction Manager in the proper performance of the Work except those costs compensated as general conditions under Section 5.1.4 above. Such costs shall beat rates not higher than the standard paid at the place of the Project except with prior consent of the Owner. The Cost of the Work shall include only the items set forth in Sections 6.1 through 6.7. Cost of the Work that exceeds the Guaranteed Maximum Price shall be borne by the Construction Manager. § 6.1.2 Where any cost is subject to the Owner's prior approval,the Construction Manager shall obtain this approval prior to incurring the cost. The parties shall endeavor to identify any such costs prior to executing the Guaranteed Maximum Price Amendment. § 6.2 Labor Costs § 6.2.1 Wages of construction workers directly employed by the Construction Manager to perform any portion of the construction of the Work at the site or,with the Owner's prior approval,at off-site workshops,to the extent allowed by Texas Governmental Code Sections 2267.255 or 2267.257 as defined in Attachment A. Total personnel costs (Total Compensation Package)shall be capped at($230,259)as listed in Attachment A—Proposal Step 2/RFQ No. 0127(dated September 11,2014). Init. AIA Document A133T""—2009(formerly A121 T""CMc—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved. WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA® 13 Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. t This document was produced by AIA software at 13:19:11 on 11/03/2015 under Order No.4494594925_1 which expires on 09/02/2016,and is not for resale. User Notes: (1899379058) § 6.2.2 Wages and salaries of the Construction Manager's supervisory or administrative personnel engaged at factories,workshops or on the road,in expediting the production or transportation of materials or equipment required for the Work,but only for that portion of their time required for the Work to the extent not compensated under general conditions. § 6.2.3 DELETED (Paragraphs deleted) § 6.3 Subcontract Costs Payments made by the Construction Manager to Subcontractors in accordance with the requirements of the subcontracts. Any Subcontract Work to be performed by the Construction Manager's own forces on the basis of a bid or proposal submitted by the Construction Manager per §2.3.2.1,as amended,shall be treated as Work performed by a Subcontractor under this Section.The Construction Manager's compensation for such Subcontract Work performed shall be based on the amount of the bid or proposal submitted by the Construction Manager for such Work,rather than"actual costs"as provided elsewhere in Article 6 of this Agreement. § 6.4 Costs of Materials and Equipment Incorporated in the Completed Construction § 6.4.1 Costs,including transportation and Owner-approved storage,of materials and equipment incorporated or to be incorporated in the completed construction. § 6.4.2 Costs of materials described in the preceding Section 6.4.1 in excess of those actually installed to allow for reasonable waste and spoilage.Unused excess materials,if any, shall become the Owner's property at the completion of the Work or,at the Owner's option,shall be sold by the Construction Manager.Any amounts realized from such sales shall be credited to the Owner as a deduction fi•o1n the Cost of the Work. § 6.5 Costs of Other Materials and Equipment, Temporary Facilities and Related Items § 6.5.1 Costs of transportation,installation,maintenance,dismantling and removal of materials, supplies,temporary facilities,machinery,equipment and hand tools not customarily owned by construction workers that are provided by the Construction Manager at the site and fully consumed in the performance of the Work. Costs of materials, supplies,temporary facilities,machinery,equipment and tools that are not fully consumed shall be based on the cost or value of the item at the time it is first used on the Project site less the value of the item when it is no longer used at the Project site.Costs for items not fully consumed by the Construction Manager shall mean fair market value. § 6.5.2 Costs of removal of debris from the site of the Work and its proper and legal disposal other than final clean-up. § 6.5.3 Costs of materials and equipment suitably stored off the site at a mutually acceptable location,subject to the Owner's prior written approval. § 6.5.4 Rental charges for temporary facilities,machinery,equipment and hand tools not customarily owned by construction workers that are provided by the Construction Manager at the site and costs of transportation, installation,minor repairs,dismantling and removal.The total rental cost of any Construction Manager-owned item may not exceed the purchase price of any comparable item.Rates of Construction Manager-owned equipment and quantities of equipment shall be subject to the Owner's prior approval. (Paragraphs deleted) § 6.6 Miscellaneous Costs § 6.6.1 Premiums for that portion of insurance and bonds required by the Contract Documents that can be directly attributed to this Contract. § 6.6.2 Sales,use or similar taxes imposed by a governmental authority for materials that are related to the Work, but not incorporated in the Work and for which the Construction Manager is liable and Owner is not exempt. AIA Document A133T"'—2009(formerly A121 TMCMc—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved. Init. WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA® 14 Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. / This document was produced by AIA software at 13:19:11 on 11/03/2015 under Order No.4494594925_1 which expires on 09/02/2016,and is not for resale. User Notes: (1899379058) § 6.6.3 Fees and assessments for the building permit and for other permits,licenses and inspections for which the Construction Manager is required by the Contract Documents to pay. § 6.6.4 Fees of laboratories for tests required by the Contract Documents and paid by the Construction Manager, except those related to defective or nonconforming Work for which reimbursement is excluded by Section 13.5.3 of AIA Document A201-2007 or by other provisions of the Contract Documents. § 6.6.5 Royalties and license fees paid for the use of a particular design,process or product required by the Contract Documents.If such royalties, fees and costs are excluded by the last sentence of Section 3.17 of AIA Document A201-2007 or other provisions of the Contract Documents,then they shall not be included in the Cost of the Work. § 6.6.6 Deposits lost for causes directly resulting from the Owner's action or decisions. (Paragraphs deleted) § 6.7 Other Costs and Emergencies § 6.7.1 Other costs incurred in the performance of the Work if, and to the extent,approved in advance in writing by the Owner. § 6.7.2 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 Section 10.4 of AIA Document A201-2007. § 6.7.3 The costs described in Sections 6.1 through 6.7 shall be included in the Cost of the Work,notwithstanding any provision of AIA Document A201-2007 or other Conditions of the Contract which may require the Construction Manager to pay such costs, unless such costs are excluded by the provisions of Section 6.8,or other provision of or amendments to this Agreement.However,notwithstanding anything in Article 6 to the contrary,no reimbursable cost or expense will be paid again if it is also included and paid in any general conditions amount submitted by Construction Manager. (Paragraph deleted) § 6.8 Costs Not To Be Reimbursed § 6.8.1 The Cost of the Work shall not include the items listed below: .1 Salaries and other compensation of the Construction Manager's personnel stationed at the Construction Manager's principal office or offices other than the site office,except as specifically provided in Section 6.2, or as may be provided in Article 11; .2 Expenses of the Construction Manager's principal office and offices other than the site office; .3 Overhead and general expenses, except as may be expressly included in Sections 6.1 to 6.7; .4 The Construction Manager's capital expenses,including interest on the Construction Manager's capital employed for the Work; 5 Costs due to the negligence or failure of the Construction Manager, Subcontractors and suppliers or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable to fulfill a specific responsibility of the Contract; .6 Any cost not specifically and expressly described in Sections 6.1 to 6.7; .7 Costs,other than costs included in Change Orders approved by the Owner,that would cause the Guaranteed Maximum Price to be exceeded; .8 Costs for services incurred during the Preconstruction Phase; .9 Delay damages or claims; .10 Storage costs,unless with prior written Owner approval,except for storage costs on site; .11 All costs intentionally deleted from Section 6 above, including all subsections; and .12 All items included in either general conditions under Section 5.1.4 above, or the Construction Manager's Fee in Section 5.1.1 above. .13 Cost of the Work listed or defined in Attachment A —Proposal Step 2 / RFQ No. 0127 (dated September 11,2014). Init. AIA Document A133TM—2009(formerly A121 TMCMc—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved. WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA® 15 Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. t This document was produced by AIA software at 13:19:11 on 11/03/2015 under Order No.4494594925_1 which expires on 09/02/2016,and is not for resale. User Notes: (1899379058) t § 6.9 Discounts, Rebates and Refunds § 6.9.1 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 them 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. 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.§ 6.9.2 Amounts that accrue to the Owner in accordance with the provisions of Section 6.9.1 shall be credited to the Owner as a deduction from the Cost of the Work. (Paragraph deleted) § 6.10 Related Party Transactions § 6.10.1 For purposes of Section 6.10,the term "related party" shall mean a parent,subsidiary,affiliate or other entity having common ownership or management with the Construction Manager;any entity in which any stockholder in,or management employee of,the Construction Manager owns any interest in excess of ten percent in the aggregate;or any person or entity which has the right to control the business or affairs of the Construction Manager.The term "related party" includes any member of the immediate family of any person identified above. § 6.10.2 If any of the costs to be reimbursed arise from a transaction between the Construction Manager and a related party,the Construction Manager shall notify the Owner in writing of the specific nature of the contemplated transaction,including the identity of the related party and the anticipated cost to be incurred,before any such transaction is consummated or cost incurred. If the Owner,after such notification,authorizes the proposed transaction in writing,then the cost incurred shall be included as a cost to be reimbursed,and the Construction Manager shall procure the Work,equipment,goods or service from the related party,as a Subcontractor,according to the teens of Sections 2.3.2.2.1,2.3.2.2.2 and 2.3.2.3.If the Owner fails or refuses to authorize the transaction,the Construction Manager shall procure the Work,equipment,goods or service from some person or entity other than a related party according to the terms of Sections 2.3.2.2.1,2.3.2.2.2 and 2.3.2.3. § 6.11 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. The Owner and the Owner's auditors,and other representatives shall,during regular business hours and upon reasonable notice,be afforded access to,and shall be permitted to audit and copy,the Construction Manager's records and accounts, including complete documentation supporting accounting entries,books,correspondence,instructions,drawings, receipts,subcontracts,Subcontractor's proposals,purchase orders,vouchers,memoranda and other data relating to this Contract.The Construction Manager shall preserve these records for a period of ten(10)years after the date of Final Completion, or for such longer period as may be required by law. ARTICLE 7 PAYMENTS FOR CONSTRUCTION PHASE SERVICES § 7.1 Progress Payments § 7.1.1 Based upon Applications for Payment submitted to the Architect by the Construction Manager 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. § 7.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month,or as follows: N/A § 7.1.3 The Construction Manager shall submit monthly Applications for Payment to both the Architect and Program Manager,if applicable,on AIA.Form G702 for approval.Continuation sheets shall be submitted on MA Form G703. If the Architect and Program Manager,if applicable, approve the application,then they shall submit a Certificate for Payment to the Owner. The Architect and Program Manager,if applicable,may require any additional information deemed necessary and appropriate to substantiate the Application for Payment.Materials that are verified to be on the jobsite or other approved location for use in the Project may also be incorporated into the Application for Payment. The Architect and Program Manager,if applicable,shall have seven (7)days from date of receipt from the Construction Manager of an Application for Payment to approve or reject all or any part of the AIA Document A133TM—2009(formerly A121 TMCMc—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved. Init. WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA® 16 Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 13:19:11 on 11/03/2015 under Order No.4494594925_1 which expires on 09/02/2016,and is not for resale. User Notes: (1899379058) Application for Payment.The Owner shall pay the undisputed amounts certified by the Architect and Program Manager,if applicable,to the Construction Manager within fourteen(14)days. Undisputed amounts unpaid after the date on which payment is due shall bear interest pursuant to Texas Government Code Section 2251.025. § 7.1.4 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 cash disbursements 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,less that portion of those payments attributable to the Construction Manager's Fee,plus payrolls for the period covered by the present Application for Payment. Each Application for Payment shall also include a list,with backup data,of how each payment shall be spent,including a list detailing which subcontractors and suppliers will be paid out of funds paid by the Owner and the amount of such payments to subcontractors and suppliers,and in the next payment cycle, proof of each payment to Construction Manager's subcontractors and suppliers after payment. § 7.1.5 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 less any unused Owner's contingency and unused Construction Manager's contingency shall allocate the entire Guaranteed Maximum Price among the various portions of the Work,except that the Construction Manager's Fee shall be shown as a single separate item.The schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as the Architect and Program Manager,if applicable,may require.This schedule,unless objected to by the Architect Manager,if applicable,shall be used as a basis for reviewing the Construction Manager's Applications for Payment. § 7.1.6 Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. The percentage of completion shall be the percentage of that portion of the Work which has actually been completed § 7.1.7 Subject to other provisions of the Contract Documents,the amount of each progress payment shall be computed as follows: .1 Take 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 schedule of values. Pending final determination of cost to the Owner of changes in the Work,amounts not in dispute shall be included as provided in Article 7 of AIA Document A201-2007; .2 Add 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 Work,or if approved in advance by the Owner,suitably stored off the site at a location agreed upon in writing; .3 Add the Construction Manager's Fee. The Construction Manager's Fee shall be computed upon the Cost of the Work at the rate stated in Section 5.1 or,if the Construction Manager's Fee is stated as a fixed sum in that Section,shall be an amount that bears the same ratio to that fixed-sum fee as the Cost of the Work bears to a reasonable estimate of the probable Cost of the Work upon its completion; .4 Subtract the aggregate of previous payments made by the Owner; .5 Subtract the shortfall,if any, indicated by the Construction Manager in the documentation required by Section 7.1.4 to substantiate prior Applications for Payment,or resulting from errors subsequently discovered by the Owner's auditors or other representatives in such documentation; .6 Subtract amounts,if any, for which the Architect has withheld or nullified a Certificate for Payment as provided in Section 9.5 of AIA Document A201-2007; .7 Subtract retainage of five percent (5%) of the remaining amount, including the Construction Manager's Fee,of the progress payment;and .8 The progress payment amount determined in accordance with this Section shall be further modified under the following circumstances: .1 Add, if Final Completion of the Work is thereafter materially delayed by Owner or Owner's agents through no fruit of the Construction Manager, any additional amounts payable in accordance with Section 9.10.3 of AIA Document A201-2007,as amended. AIA Document A133 TM—2009(formerly A121 TMCMc—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved. Init. WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA® 7 Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. / This document was produced by AIA software at 13:19:11 on 11/03/2015 under Order No.4494594925_1 which expires on 09/02/2016,and is not for resale. User Notes: (1899379058) 2. If Owner is entitled to deduct liquidated damages, or any other damages or amounts provided in the Contract Documents, including clean-up fees, then Owner shall be entitled to deduct such liquidated damages,amounts and fees due Construction Manager at any time. 3. If Construction Manager fails or refuses to complete the Work, or has unsettled claims with Owner,then any final payment to Construction Manager shall be subject to deduction for such amounts as the Architect and Program Manager, if applicable, shall determine as the cost for completing incomplete Work and the value of unsettled claims. § 7.1.8 The Owner and Construction Manager shall agree upon a mutually acceptable procedure for review and approval of payments to Subcontractors. The percentage of retainage held on Subcontracts shall be the same percentage of retainage withheld from Construction Manager. The Construction Manager shall execute subcontracts that contain the same terms and conditions as those contained in this Agreement. § 7.1.9 Except with the Owner's prior written approval or as otherwise provided in Section 9.3.2 of the AIA Document A201-2007,"after"approval,the Construction Manager shall not make advance payments to suppliers for materials or equipment which have not been delivered and stored at the site. § 7.1.10 In submitting Construction Manager's Applications for Payment,the Construction Manager shall be responsible for all errors and omissions. Owner shall not be responsible for Construction Manager's errors or omissions. § 7.2 Final Payment § 7.2.1 Final payment, (for each Work,if multiple Projects),shall be made by the Owner to the Construction Manager when .1 the Construction Manager has fully performed the Contract including the Construction Manager's responsibility to correct Work except for the Construction Manager's responsibility to satisfy other requirements,if any,which Owner agrees in writing necessarily extend beyond final payment; .2 the Construction Manager has submitted a final accounting for the Cost of the Work and a final Application for Payment that are certified by Construction Manager and reviewed and approved by the Owner's auditors or other representatives; .3 a final Certificate for Payment has been issued by the Architect and approved by Program Manager,if applicable; .4 Construction Manager has provided all documents required by Section 3.5.8 of AIA Document A201- 2007;and .5 Owner's City Council has voted to accept the Work and approve Final Payment. The Owner's final payment to the Construction Manager shall be made no later than 30 days after City Council approval. §7.2.1.1 The amount of the final payment shall be calculated as follows: .1 Begin with the actual Cost of the Work substantiated by the Construction Manager's final accounting, which includes deductions for all discounts and unused contingencies, and construction savings achieved in the Cost of the Work,if applicable. .2 Add the actual expended general conditions substantiated by the Construction Manager's final accounting,which includes savings to the Owner for unused general conditions. .3 Add the Construction Manager's Fee. .4 Subtract amounts, if any, for which Architect or Owner disputes, refuses or withholds payment,if any. .5 If Owner is entitled to deduct liquidated damages or any other damages or amounts provided in the Contract Documents,including clean-up fees,then subtract all such liquidated damages, amounts and fees. .6 If Construction Manager fails or refuses to complete the Work, or has unsettled claims with Owner,then subtract such amounts as the Architect shall determine as the cost for completing incomplete Work and the value of unsettled claims. .7 Subtract all previous payments made by the Owner. AIA Document A133M—2009(formerly A121 TM'CMc—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved. Init. WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA® 18 Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. / This document was produced by AIA software at 13:19:11 on 11/03/2015 under Order No.4494594925_1 which expires on 09/02/2016,and is not for resale. User Notes: (1899379058) .8 In no event shall the total of subsections .1, .2,and.3 above exceed the Guaranteed Maximum Price;and .9 if the aggregate of previous payments made by the Owner exceeds the amount due the Construction Manager,the Construction Manager shall reimburse the difference to the Owner, plus interest as allowed by law. § 7.2.2 The Owner's auditors or other representatives will review and report in writing on the Construction Manager's fmal accounting within 30 days after delivery of the final accounting to the Architect by the Construction Manager. Based upon such Cost of the Work as the Owner's auditors or other representatives report to be substantiated by the Construction Manager's final accounting,and provided the other conditions of Section 7.2.1 have been met,the Architect will,within seven days after receipt of the written report of the Owner's auditors or other representatives,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 Section 9.5.1 of the AIA Document A201-2007.The time periods stated in this Section supersede those stated in Section 9.4.1 of the AIA Document A201-2007.The Architect is not responsible for verifying the accuracy of the Construction Manager's final accounting. § 7.2.3 If the Owner's auditors or other representatives report the Cost of the Work as substantiated by the Construction Manager's final accounting to be 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 Section 15.2 of A201-2007.A request for mediation shall be made by the Construction Manager within the time line established in Section 15.2 of A201-2007 after the Construction Manager's receipt of a copy of the Architect's final Certificate for Payment.Failure to request mediation within this time 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. § 7.2.4 If, subsequent to final payment and at the Owner's prior written request,the Construction Manager incurs costs described in Section 6.1.1 and not excluded by Section 6.8 to correct defective or nonconforming Work,the Owner shall reimburse the Construction Manager 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. §7.3 LIQUIDATED DAMAGES § 7.3.1 Time is of the essence in all phases of the Work. It is specifically understood and agreed by and between Owner and Construction Manager that time is of the essence in the Substantial Completion and Final Completion of the Project and Owner shall sustain actual and direct damages as a result of Construction Manager's failure,neglect or refusal to achieve said deadlines. Such actual and direct damages are, and will continue to be, impracticable and extremely difficult to determine. Execution of this Agreement under these specifications shall constitute agreement by Owner and Construction Manager that the amounts stated below are the minimum value of the costs and actual and direct damages caused by failure of Construction Manager to substantially complete the work within the allotted times,that such sums are liquidated direct damages and shall not be construed as a penalty, and that such sums may be deducted fi•om payments due Construction Manager if such delay occurs. It is expressly understood that the said sum per day is agreed upon as a fair estimate of the pecuniary damages which will be sustained by the Owner in the event that the Work is not completed within the agreed time, or within the agreed extended time, if any, otherwise provided for herein. Said sum shall be considered as liquidated damages only and in no sense shall be considered a penalty, said damages being caused by, but not limited to, additional compensation for personnel, attorneys fees, architectural fees, engineering fees, program management fees, inspection fees, storage costs, food service costs, transportation costs, utilities costs, costs of temporary facilities, loss of interest on money, and other miscellaneous increased costs, all of which are difficult to exactly ascertain. Failure to complete the Work within the designated or agreed extended dates of Substantial or Final Completion,shall be construed as a breach of this Agreement. § 7.3.2 It is expressly agreed as a part of the consideration—inducing the Owner to execute this Agreement that the Owner may deduct from the Final Payment made to the Construction Manager a sum equal to$0.00 per day for each and every additional calendar day beyond the agreed date of Substantial Completion. Init. AIA Document A133TM—2009(formerly A121 TMCMC—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved. WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA® 19 Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 13:19:11 on 11/03/2015 under Order No.4494594925_1 which expires on 09/02/2016,and is not for resale. User Notes: (1899379058) P § 7.3.3 Timely Final Completion is an essential condition of this Agreement. Construction Manager agrees to achieve Final Completion of the Agreement within 30 days of the designated or extended date of Substantial Completion. Owner and Construction Manager agree that should Construction Manager fail to achieve Final Completion of the Agreement by the deadline, Owner shall continue to be damaged to a greater degree by such delay. Construction Manager and Owner agree that the amount of liquidated damages for each calendar day Final Completion is delayed beyond the date set for Final Completion shall be the sum of$0.00 per day. Owner may deduct from the Final Payment made to Construction Manager, or, if sufficient funds are not available, then Construction Manager shall pay Owner the amounts specified per day for each and every calendar day the breach continues after the deadline for Final Completion of the Work. §7.3.4 Such damages shall be in addition to,and not in lieu of, any other rights,claims or remedies Owner may have against Construction Manager. If the Work is not finally completed by the time stated in the Agreement, or as extended, no payments for Work completed beyond that time shall be made until the Project reaches Final Completion. ARTICLE 8 INSURANCE AND BONDS For all phases of the Project,the Construction Manager and the Owner shall purchase and maintain insurance which may arise out of or result from the Construction Manager's operations under this Contract,whether such operations be by Construction Manager,or by any subcontractor or by anyone directly or indirectly employed by any of them or by anyone for whose acts any of them may be liable Prior to performing the Work,the Construction Manager shall provide separate performance and payment bonds in accordance with AIA Document A201-2007 Section 11.5. (State bonding requirements, if any, and limits of liability for insurance required in Article 11 of AIA Document A201-2007.) Type of Insurance or Bond Limit of Liability or Bond Amount($0.00) Workers'Compensation and Statutory limits mandated by state and federal laws Employers Liability Commercial General Liability $1,000,000 Each Occurrence $2,000,000 General Aggregate $1,000,000 Personal and Advertising Injury $2,000,000 Products-Completed Operations Aggregate Automobile Liability $1,000,000 Each Accident Performance&Payment Bond Equal to 100%of the Contract Sum ARTICLE 9 DISPUTE RESOLUTION § 9.1 Any Claim by the Construction Manager regarding any matter between the Owner and Construction Manager shall be resolved in accordance with the provisions set forth in this Article 9 and Article 15 of A201-2007. However, for Claims arising from or relating to the Construction Manager's Preconstruction Phase services,no decision or recommendation by the Initial Decision Maker shall be required as a condition precedent to mediation or binding dispute resolution. (Paragraphs deleted) ARTICLE 10 TERMINATION OR SUSPENSION § 10.1 Termination Prior to Establishment of the Guaranteed Maximum Price § 10.1.1 Prior to the execution of 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 Section 14.1.1, 14.1.2 or 14.1.4 of A201-2007. § 10.1.2 In the event of termination of this Agreement pursuant to Section 10.1.1,the Construction Manager shall be equitably compensated for Preconstruction Phase services performed prior to receipt of a notice of termination. In no AIA Document All 33 TM—2009(formerly A121 TMCMc—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved. Init. WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA® 20 Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. t This document was produced by AIA software at 13:19:11 on 11/03/2015 under Order No.4494594925_1 which expires on 09/02/2016,and is not for resale. User Notes: (1899379058) event shall the Construction Manager's compensation under this Section exceed the compensation set forth in Section 4.1. § 10.1.3 If the Owner terminates the Contract pursuant to Section 10.1.1 after the commencement of the Construction Phase but prior to the execution of the Guaranteed Maximum Price Amendment,the Owner shall pay to the Construction Manager an amount calculated as follows,which amount shall be in addition to any compensation paid to the Construction Manager under Section 10.1.2: .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 5.1 or,if the Construction Manager's Fee is stated as a fixed sum in that Section,an amount that bears the same ratio to that fixed-sum Fee as the Cost of the Work at the time of termination bears to a reasonable estimate of the probable Cost of the Work upon its completion; and .3 Subtract the aggregate of previous payments made by the Owner for Construction Phase services. § 10.1.4 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 which the Owner elects to retain and which is not otherwise included in the Cost of the Work under Section 10.1.3.1.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 10,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. § 10.1.5 If the Owner accepts assignment of subcontracts,purchase orders or rental agreements as described above, the Owner will reimburse 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 terminated.If the Owner chooses not to accept assignment of any subcontract,purchase order or rental agreement that would have constituted a Cost of the Work had this agreement not been terminated,the Construction Manager will terminate the subcontract,purchase order or rental agreement and the Owner will pay the Construction Manager the costs necessarily incurred by the Construction Manager because of such termination. § 10.2 Termination Subsequent to Establishing Guaranteed Maximum Price Following execution of the Guaranteed Maximum Price Amendment and subject to the provisions of Section 10.2.1 and 10.2.2 below,the Contract may be terminated as provided in Article 14 of AIA Document A201-2007. § 10.2.1 If the Owner terminates the Contract after execution of the Guaranteed Price Amendment,the amount payable to the Construction Manager pursuant to Sections 14.2 and 14.4 of A201-2007 shall not exceed the amount the Construction Manager would otherwise have received pursuant to Sections 10.1.2 and 10.1.3 of this Agreement. (Parag/-aph deleted) § 10.3 Suspension The Work may be suspended by the Owner as provided in Article 14 of AIA Document A201-2007. In such case, the Guaranteed Maximum Price,if established and Contract Time may be increased as provided in Section 14.3.2 of AIA Document A201-2007 ARTICLE 11 MISCELLANEOUS PROVISIONS § 11.1 Unless otherwise noted,terms in this Agreement shall have the same meaning as those in A201-2007. § 11.2 Ownership and Use of Documents Section 1.5 of A201-2007 shall apply to both the Preconstruction and Construction Phases. § 11.3 Governing Law Section 13.1 of A201-2007 shall apply to both the Preconstruction and Construction Phases. Init. AIA Document A133TM—2009(formerly A121 TMCMc—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved. WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA® 21 Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. t This document was produced by AIA software at 13:19:11 on 11/03/2015 under Order No.4494594925_1 which expires on 09/02/2016,and is not for resale. User Notes: (1899379058) § 11.4 Assignment The Owner and Construction Manager,respectively,bind themselves,their agents,successors,assigns and legal representatives to this Agreement.The Construction Manager shall not assign this Agreement without the written consent of the Owner's City Council. If Construction Manager attempts to make such an assignment without such consent,the Construction Manager that party shall nevertheless remain legally responsible for all obligations under the Contract. This does not prevent Construction Manager from engaging subcontractors to perform various phases of the Project in accordance with law,but Construction Manager shall be fully responsible to Owner for the work, actions and omissions of all such subcontractors. § 11.5 Other provisions: § 11.5.1 No delay or omission by Owner in exercising any right or power accruing upon the noncompliance or failure of performance by the Construction Manager of any of the provisions of this Agreement shall impair any such right or power or be construed to be a waiver thereof, A waiver of any breach by either of the parties of any covenant, condition or agreement shall not be construed to be a waiver of any subsequent breach thereof or of any other covenant,condition or agreement herein contained. §11.5.2 DELETED §11.5.3 DELETED § 11.5.4 Contractor shall follow, and shall require all employees, agents or subcontractors to follow all applicable ordinances of the municipality or municipalities in which the Project is located, including the tree ordinance, if applicable. If not covered by the municipal tree ordinance, Contractor shall barricade and protect all trees on the Project,which shall be included in the Cost of the Work. t §11.5.5 Execution of this Agreement shall constitute approval and acceptance of all terms,covenants and conditions as modified and contained in the Contract Documents.As a material consideration of the making of this Agreement, the Modifications to this Agreement shall not be construed against the maker of said Modifications. § 11.5.6 By signing this Agreement, the undersigned certifies as follows: "Under Section 231.006, Texas Family Code,the vendor or applicant certifies that the individual or business entity named in the contract,bid,or application is not ineligible to receive the specified grant, loan, or payment and acknowledges that this contract may be terminated and payment may be withheld if this certification is inaccurate." § 11.5.7 Contractor stipulates that Owner is a political subdivision of the State of Texas, and, as such, may enjoy immunities from suit and liability under the Constitution and laws of the State of Texas. By entering into this Agreement, Owner does not waive any of its immunities from suit and/or liability, except as otherwise specifically provided herein and as specifically authorized by law. §11.5.8 This Agreement is subject to all applicable federal and state laws,rules,and regulations. Invalidity of any portion of this Agreement under the laws of the State of Texas or of the United States shall not affect the validity of the remainder of this Agreement. Governing law and venue shall be as specified in AIA Document A201-2007 Section 13.1. § 11.5.9 The Owner's Budget and cost limitation for the entire Project is the sum of$4,000,000,which maybe modified by Owner's City Council;however,no modification will reduce Construction manager's GMP,without its agreement. ARTICLE 12 SCOPE OF THE AGREEMENT § 12.1 This Contract represents the entire and integrated agreement between the Owner and the Construction Manager and supersedes all prior negotiations,representations or agreements,either written or oral. This Contract maybe amended only by written instrument signed by both Owner and Construction Manager. If any portion of this Contract is determined to be invalid,unenforceable, or void,then that portion shall be severed,and all other portions of this Contract shall remain in full force and effect. AIA Document A13371'—2009(formerly A121 TMCMc—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved. Init. WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA® 22 Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 13:19:11 on 11/03/2015 under Order No.4494594925_1 which expires on 09/02/2016,and is not for resale. User Notes: (1899379058) § 12.2 The following documents are included in the Contract,in addition to those listed in Section 1.1: .1 AIA Document A133-2009, Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price .2 AIA Document A201-2007,General Conditions of the Contract for Construction .3 (Paragraphs deleted) Other documents: Attachment A—Proposal Step 2/RFQ No. 0127(dated September 11,2014) Construction Manager-At-Risk for City of Coppell,Construction Manager at Risk for Life Safety Park,RFQ No. 0127, September,2014) (List other documents, if any,forming part of the Agreement.) (List here any additional documents that are intended to form part of the Contract Documents. ALA Document A201- 2007 provides that bidding requirements such as advertisement or invitation to bid, Instructions to Bidders, sample forms and the Contractor's bid are not part of the Contract Documents unless enumerated in this Agreement. They should be listed here only if intended to be part of the Contract Documents.) AIA Document A133TM—2009(formerly A121 TMCMc—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved. Init. WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA® 23 Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. t This document was produced by AIA software at 13:19:11 on 11/03/2015 under Order No.4494594925_1 which expires on 09/02/2016,and is not for resale. User Notes: (1899379058) i This Agreement is entered into as of the day and year first written above. OWNER(Signature) RUCTION MANAGER(Signature) Clay Phillips,City Manager Ray Catlin,Executive Vice President City of Coppell EMJ Corporation (Printed name and title) (Printed name and title) COPPELL RECREATION DEVELOPMENT CORPORATION(Signature) Mark Tepper,President Coppell Recreation Development Corporation (Printed name and title) COPPELL RECREATION DEVELOPMENT CORP. CITY OF COPPELL, TEXAS EXECUTED this day of 52015. ATTEST: By: BIJU MATHEW, Secretary CITY OF COPPELL, TEXAS EXECUTED this day of 52015. ATTEST: By: CHRISTEL PETTINOS, City Secretary APPROVED AS TO FORM: By: ROBERT HAGER, City Attorney Init. AIA Document A133TM—2009(formerly A121 TMCMc—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved. WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA® 24 Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. t This document was produced by AIA software at 13:19:11 on 11/03/2015 under Order No.4494594925_1 which expires on 09/02/2016,and is not for resale. User Notes: (1899379058) *=, ,eA1A Document A201 TM - 2007 General Conditions of the Contract for Construction for the following PROJECT: (Name and location or address) City of Coppell-Life Safety Park ADDITIONS AND DELETIONS: THE OWNER: The author of this document has (Name, legal status and address) added information needed for its City of Coppell completion.The author may also have revised the text of the original Co Parkway Blvd. AIA standard form.An Additions and Coppell,TX 75019-9478 Deletions Report that notes added information as well as revisions to THE ARCHITECT: the standard form text is available (Name, legal status and address) from the author and should be BRW Architects reviewed.A vertical line in the left 3535 Travis St., Suite 250 margin of this document indicates Dallas,TX 75204 where the author has added necessary information and where the author has added to or deleted THE CONTRACTORICONSTRUCTION MANAGER from the original AIA text. This document has important legal EMJ Corporation 5525 N. MacArthur Dr.,Suite 400 consequences.Consultation with an Irving,TX 75038 attorney is encouraged with respect to its completion or modification. TABLE OF ARTICLES 1 GENERAL PROVISIONS 2 OWNER 3 CONTRACTOR 4 ARCHITECT 5 SUBCONTRACTORS 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 7 CHANGES IN THE WORK 8 TIME 9 PAYMENTS AND COMPLETION 10 PROTECTION OF PERSONS AND PROPERTY 11 INSURANCE AND BONDS 12 UNCOVERING AND CORRECTION OF WORK 13 MISCELLANEOUS PROVISIONS Init. AIA Document A201TM—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 1 reproduction or distribution of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to I the maximum extent possible under the law.This document was produced by AIA software at 13:36:35 on 11/03/2015 under Order No.4494594925_1 which expires on 09/02/2016,and is not for resale. User Notes: (2054174800) J i 14 TERMINATION OR SUSPENSION OF THE CONTRACT 15 CLAIMS AND DISPUTES Init. AIA Document A201Tm—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 2 reproduction or distribution of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 13:36:35 on 11/03/2015 under Order No.4494594925_1 which expires on 09/02/2016,and is not for resale. User Notes: (2054174800) INDEX Architect's Additional Services and Expenses (Topics and numbers in bold are section headings.) 2.4.1, 11.3.1.1, 12.2.1, 13.5.2, 13.5.3, 14.2.4 Architect's Administration of the Contract 3.1.3,4.2,3.7.4, 15.2,9.4.1,9.5 Acceptance of Nonconforming Work Architect's Approvals 9.6.6,9.9.3, 12.3 2.4.1,3.1.3,3.5,3.10.2,4.2.7 Acceptance of Work Architect's Authority to Reject Work 9.6.6,9.8.2,9.9.3,9.10.1,9.10.3, 12.3 3.5,4.2.6, 12.1.2, 12.2.1 Access to Work Architect's Copyright 3.16,6.2.1, 12.1 1.1.7, 1.5 Accident Prevention Architect's Decisions 10 3.7.4,4.2.6,4.2.7,4.2.11,4.2.12,4.2.13,4.2.14,6.3, Acts and Omissions 7.3.7,7.3.9,8.1.3,8.3.1,9.2,9.4.1,9.5,9.8.4, 9.9.1, 3.2,3.3.2,3.12.8,3.18,4.2.3, 8.3.1,9.5.1, 10.2.5, 13.5.2, 15.2, 15.3 10.2.8, 13.4.2, 13.7, 14.1, 15.2 Architect's Inspections Addenda 3.7.4,4.2.2,4.2.9,9.4.2,9.8.3,9.9.2, 9.10.1, 13.5 1.1.1,3.11.1 Architect's Instructions Additional Costs,Claims for 3.2.4,3.3.1,4.2.6,4.2.7, 13.5.2 3.7.4,3.7.5,6.1.1,7.3.7.5, 10.3, 15.1.4 Architect's Interpretations Additional Inspections and Testing 4.2.11,4.2.12 9.4.2,9.8.3, 12.2.1, 13.5 Architect's Project Representative Additional Insured 4.2.10 11.1.4 Architect's Relationship with Contractor Additional Time,Claims for 1.1.2, 1.5,3.1.3,3.2.2,3.2.3,3.2.4,3.3.1, 3.4.2,3.5, 3.2.4,3.7.4,3.7.5,3.10.2,8.3.2, 15.1.5 3.7.4,3.7.5,3.9.2,3.9.3,3.10,3.11,3.12, 3.16,3.18, Administration of the Contract 4.1.2,4.1.3,4.2,5.2,6.2.2,7,8.3.1,9.2,9.3,9.4,9.5, 3.1.3,4.2,9.4,9.5 9.7, 9.8,9.9, 10.2.6, 10.3, 11.3.7, 12, 13.4.2, 13.5, Advertisement or Invitation to Bid 15.2 1.1.1 Architect's Relationship with Subcontractors Aesthetic Effect 1.1.2,4.2.3,4.2.4,4.2.6,9.6.3,9.6.4, 11.3.7 4.2.13 Architect's Representations Allowances 9.4.2,9.5.1,9.10.1 3.8,7.3.8 Architect's Site Visits All-risk Insurance 3.7.4,4.2.2,4.2.9,9.4.2,9.5.1, 9.9.2,9.10.1, 13.5 11.3.1, 11.3.1.1 Asbestos Applications for Payment 10.3.1 4.2.5,7.3.9,9.2,9.3,9.4,9.5.1,9.6.3,9.7,9.10, Attorneys' Fees 11.1.3 3.18.1,9.10.2, 10.3.3 Approvals Award of Separate Contracts 2.1.1,2.2.2,2.4,3.1.3,3.10.2,3.12.8,3.12.9,3.12.10, 6.1.1,6.1.2 4.2.7,9.3.2, 13.5.1 Award of Subcontracts and Other Contracts for Arbitration Portions of the Work 8.3.1, 11.3.10, 13.1.1, 15.3.2, 15.4 5.2 ARCHITECT Basic Definitions 4 1.1 Architect,Definition of Bidding Requirements 4.1.1 1.1.1,5.2.1, 11.4.1 Architect,Extent of Authority Binding Dispute Resolution 2.4.1,3.12.7,4.1,4.2,5.2,6.3, 7.1.2,7.3.7,7.4,9.2, 9.7, 11.3.9, 11.3.10, 13.1.1, 15.2.5, 15.2.6.1, 15.3.1, 9.3.1,9.4,9.5,9.6.3,9.8,9.10.1,9.10.3, 12.1, 12.2.1, 15.3.2, 15.4.1 13.5.1, 13.5.2, 14.2.2, 14.2.4, 15.1.3, 15.2.1 Boiler and Machinery Insurance Architect,Limitations of Authority and 11.3.2 Responsibility Bonds,Lien 2.1.1,3.12.4,3.12.8,3.12.10,4.1.2,4.2.1,4.2.2, 7.3.7.4,9.10.2,9.10.3 4.2.3,4.2.6,4.2.7,4.2.10,4.2.12,4.2.13,5.2.1,7.4, Bonds,Performance,and Payment 9.4.2,9.5.3,9.6.4, 15.1.3, 15.2 7.3.7.4,9.6.7,9.10.3, 11.3.9, 11.4 Init. AIA Document A201 TM—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 3 reproduction or distribution of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 13:36:35 on 11/03/2015 under Order No.4494594925_1 which expires on 09/02/2016,and is not for resale. User Notes: (2054174800) Building Permit Completion, Substantial 3.7.1 4.2.9,8.1.1,8.1.3,8.2.3,9.4.2,9.8,9.9.1,9.10.3, Capitalization 12.2, 13.7 1.3 Compliance with Laws Certificate of Substantial Completion 1.6.1,3.2.3,3.6,3.7,3.12.10,3.13,4.1.1,9.6.4, 9.8.3,9.8.4,9.8.5 10.2.2, 11.1, 11.3, 13.1, 13.4, 13.5.1, 13.5.2, 13.6, Certificates for Payment 14.1.1, 14.2.1.3, 15.2.8, 15.4.2, 15.4.3 4.2.1,4.2.5,4.2.9,9.3.3,9.4,9.5,9.6.1,9.6.6,9.7, Concealed or Unknown Conditions 9.10.1,9.10.3, 14.1.1.3, 14.2.4, 15.1.3 3.7.4,4.2.8, 8.3.1, 10.3 Certificates of Inspection,Testing or Approval Conditions of the Contract 13.5.4 1.1.1,6.1.1,6.1.4 Certificates of Insurance Consent,Written 9.10.2, 11.1.3 3.4.2,3.7.4,3.12.8,3.14.2,4.1.2,9.3.2,9.8.5,9.9.1, Change Orders 9.10.2,9.10.3, 11.3.1, 13.2, 13.4.2, 15.4.4.2 1.1.1,2.4.1,3.4.2,3.7.4,3.8.2.3,3.11.1,3.12.8,4.2.8, Consolidation or Joinder 5.2.3,7.1.2,7.1.3,7.2,7.3.2,7.3.6,7.3.9, 7.3.10, 15.4.4 8.3.1,9.3.1.1,9.10.3, 10.3.2, 11.3.1.2, 11.3.4, 11.3.9, CONSTRUCTION BY OWNER OR BY 12.1.2, 15.1.3 SEPARATE CONTRACTORS Change Orders,Definition of 1.1.4,6 7.2.1 Construction Change Directive,Definition of CHANGES IN THE WORK 7.3.1 2.2.1,3.11,4.2.8,7,7.2.1, 7.3.1,7.4, 8.3.1,9.3.1.1, Construction Change Directives 11.3.9 1.1.1,3.4.2,3.12.8,4.2.8,7.1.1,7.1.2, 7.1.3, 7.3, Claims,Definition of 9.3.1.1 15.1.1 Construction Schedules,Contractor's CLAIMS AND DISPUTES 3.10,3.12.1,3.12.2, 6.1.3, 15.1.5.2 3.2.4,6.1.1,6.3,7.3.9,9.3.3,9.10.4, 10.3.3, 15, 15.4 Contingent Assignment of Subcontracts Claims and Timely Assertion of Claims 5.4, 14.2.2.2 15.4.1 Continuing Contract Performance Claims for Additional Cost 15.1.3 3.2.4,3.7.4,6.1.1,7.3.9, 10.3.2, 15.1.4 Contract,Definition of Claims for Additional Time 1.1.2 3.2.4,3.7.46.1.1, 8.3.2, 10.3.2, 15.1.5 CONTRACT,TERMINATION OR Concealed or Unknown Conditions,Claims for SUSPENSION OF THE 3.7.4 5.4.1.1, 11.3.9, 14 Claims for Damages Contract Administration 3.2.4,3.18,6.1.1,8.3.3,9.5.1,9.6.7, 10.3.3, 11.1.1, 3.1.3,4,9.4,9.5 11.3.5, 11.3.7, 14.1.3, 14.2.4, 15.1.6 Contract Award and Execution,Conditions Relating Claims Subject to Arbitration to 15.3.1, 15.4.1 3.7.1,3.10, 5.2,6.1, 11.1.3, 11.3.6, 11.4.1 Cleaning Up Contract Documents,Copies Furnished and Use of 3.15, 6.3 1.5.2,2.2.5,5.3 Commencement of the Work,Conditions Relating to Contract Documents,Definition of 2.2.1,3.2.2,3.4.1,3.7.1,3.10.1,3.12.6, 5.2.1,5.2.3, 1.1.1 6.2.2,8.1.2, 8.2.2,8.3.1, 11.1, 11.3.1, 11.3.6, 11.4.1, Contract Sum 15.1.4 3.7.4,3.8,5.2.3,7.2,7.3,7.4,9.1,9.4.2,9.5.1.4, Commencement of the Work,Definition of 9.6.7,9,7, 10.3.2, 11.3.1, 14.2.4, 14.3.2, 15.1.4, 8.1.2 15.2.5 Communications Facilitating Contract Contract Sum,Definition of Administration 9.1 3.9.1,4.2.4 Contract Time Completion,Conditions Relating to 3.7.4,3.7.5,3.10.2,5.2.3,7.2.1.3, 7.3.1,7.3.5,7.4, 3.4.1,3.11, 3.15,4.2.2,4.2.9, 8.2,9.4.2,9.8, 9.9.1, 8.1.1,8.2.1, 8.3.1,9.5.1,9.7, 10.3.2, 12.1.1, 14.3.2, 9.10, 12.2, 13.7, 14.1.2 15.1.5.1, 15.2.5 COMPLETION,PAYMENTS AND Contract Time,Definition of 9 8.1.1 Init. AIA Document A201T1"—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 4 reproduction or distribution of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to / the maximum extent possible under the law.This document was produced by AIA software at 13:36:35 on 11/03/2015 under Order No.4494594925_1 which expires on 09/02/2016,and is not for resale. User Notes: (2054174800) CONTRACTOR Costs 3 2.4.1,3.2.4,3.7.3,3.8.2,3.15.2,5.4.2, 6.1.1,6.2.3, Contractor,Definition of 7.3.3.3,7.3.7,7.3.8,7.3.9,9.10.2, 10.3.2, 10.3.6, 3.1,6.1.2 11.3, 12.1.2, 12.2.1, 12.2.4, 13.5, 14 Contractor's Construction Schedules Cutting and Patching 3.10,3.12.1,3.12.2,6.1.3, 15.1.5.2 3.14, 6.2.5 Contractor's Employees Damage to Construction of Owner or Separate 3.3.2,3.4.3,3.8.1,3.9,3.18.2,4.2.3,4.2.6, 10.2, 10.3, Contractors 11.1.1, 11.3.7, 14.1, 14.2.1.1 3.14.2,6.2.4, 10.2.1.2, 10.2.5, 10.4, 11.1.1, 11.3, Contractor's Liability Insurance 12.2.4 11.1 Damage to the Work Contractor's Relationship with Separate Contractors 3.14.2,9.9.1, 10.2.1.2, 10.2.5, 10.4.1, 11.3.1, 12.2.4 and Owner's Forces Damages,Claims for 3.12.5,3.14.2,4.2.4,6, 11.3.7, 12.1.2, 12.2.4 3.2.4,3.18, 6.1.1,8.3.3,9.5.1,9.6.7, 10.3.3, 11.1.1, Contractor's Relationship with Subcontractors 11.3.5, 11.3.7, 14.1.3, 14.2.4, 15.1.6 1.2.2,3.3.2,3.18.1,3.18.2,5,9.6.2,9.6.7,9.10.2, Damages for Delay 11.3.1.2, 11.3.7, 11.3.8 6.1.1,8.3.3,9.5.1.6, 9.7, 10.3.2 Contractor's Relationship with the Architect Date of Commencement of the Work,Definition of 1.1.2, 1.5,3.1.3,3.2.2,3.2.3,3.2.4,3.3.1,3.4.2,3.5, 8.1.2 3.7.4,3.10,3.11,3.12,3,16,3.18,4.1.3,4.2,5.2, Date of Substantial Completion,Definition of 6.2.2,7, 8.3.1,9.2,9.3,9.4, 9.5,9.7,9.8,9.9, 10.2.6, 8.1.3 10.3, 11.3.7, 12, 13.5, 15.1.2, 15.2.1 Day,Definition of Contractor's Representations 8.1.4 3.2.1,3.2.2,3.5,3.12.6,6.2.2,8.2.1,9.3.3,9.8.2 Decisions of the Architect Contractor's Responsibility for Those Performing the 3.7.4,4.2.6,4.2.7,4.2.11,4.2.12,4.2.13, 15.2,6.3, Work 7.3.7,7.3.9,8.1.3, 8.3.1,9.2,9.4,9.5.1,9.8.4,9.9.1, 3.3.2,3.18, 5.3.1,6.1.3,6.2,9.5.1, 10.2.8 13.5.2, 14.2.2, 14.2.4, 15.1, 15.2 Contractor's Review of Contract Documents Decisions to Withhold Certification 3.2 9.4.1,9.5,9.7, 14.1.1.3 Contractor's Right to Stop the Work Defective or Nonconforming Work,Acceptance, 9.7 Rejection and Correction of Contractor's Right to Terminate the Contract 2.3.1,2.4.1,3.5,4.2.6,6.2.5,9.5.1,9.5.2,9.6.6,9.8.2, 14.1, 15.1.6 9.9.3,9.10.4, 12.2.1 Contractor's Submittals Definitions 3.10,3.11,3.12.4,4.2.7,5.2.1, 5.2.3,9.2,9.3,9.8.2, 1.1,2.1.1,3.1.1,3.5,3.12.1,3.12.2,3.12.3,4.1.1, 9.8.3,9.9.1,9.10.2,9.10.3, 11.1.3, 11.4.2 15.1.1,5.1,6.1.2,7.2.1,7.3.1,8.1,9.1,9.8.1 Contractor's Superintendent Delays and Extensions of Time 3.9, 10.2.6 3.2,3.7.4,5.2.3,7.2.1,7.3.1,7.4,8.3,9.5.1,9.7, Contractor's Supervision and Construction 10.3.2, 10.4.1, 14.3.2, 15.1.5, 15.2.5 Procedures Disputes 1.2.2,3.3,3,4,3.12.10,4.2.2,4.2.7,6.1.3,6.2.4, 6.3, 7.3.9, 15.1, 15.2 7.1.3,7.3.5,7.3.7, 8.2, 10, 12, 14, 15.1.3 Documents and Samples at the Site Contractual Liability Insurance 3.11 11.1.1.8, 11.2 Drawings,Definition of Coordination and Correlation 1.1.5 1.2,3.2.1,3,3.1,3.10,3.12.6,6.1.3,6.2.1 Drawings and Specifications,Use and Ownership of Copies Furnished of Drawings and Specifications 3.11 1.5,2.2.5,3.11 Effective Date of Insurance Copyrights 8.2.2, 11.1.2 1.5,3.17 Emergencies Correction of Work 10.4, 14.1.1.2, 15.1.4 2.3,2.4, 3.7.3,9.4.2,9.8.2,9.8.3,9.9.1, 12.1.2, 12.2 Employees,Contractor's Correlation and Intent of the Contract Documents 3.3.2,3.4.3,3.8.1,3.9,3.18.2,4.2.3,4.2.6, 10.2, 1.2 10.3.3, 11.1.1, 11.3.7, 14.1, 14.2.1.1 Cost,Definition of 7.3.7 Init. AIA Document A201 TM—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 5 reproduction or distribution of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 13:36:35 on 11/03/2015 under Order No.4494594925_1 which expires on 09/02/2016,and is not for resale. User Notes: (2054174800) Equipment,Labor,Materials or Instruments of Service,Definition of 1.1.3, 1.1.6,3.4,3.5,3.8.2,3.8.3,3.12,3.13.1,3.15.1, 1.1.7 4.2.6,4.2.7,5.2.1,6.2.1,7.3.7, 9.3.2,9.3.3,9.5.1.3, Insurance 9.10.2, 10.2.1, 10.2.4, 14.2.1.1, 14.2.1.2 3.18.1,6.1.1,7.3.7,9.3.2,9.8.4,9.9.1,9.10.2, 11 Execution and Progress of the Work Insurance,Boiler and Machinery 1.1.3, 1.2.1, 1.2.2,2.2.3,2.2.5,3.1,3.3.1,3.4.1,3.5, 11.3.2 3.7.1,3.10.1,3.12,3.14,4.2,6.2.2,7.1.3,7.3.5, 8.2, Insurance,Contractor's Liability 9.5.1,9.9.1, 10.2, 10.3, 12.2, 14.2, 14.3.1, 15.1.3 11.1 Extensions of Time Insurance,Effective Date of 3.2.4,3.7.4,5.2.3,7.2.1,7.3,7.4,9.5.1,9.7, 10.3.2, 8.2.2, 11.1.2 10.4.1, 14.3, 15.1.5, 15.2.5 Insurance,Loss of Use Failure of Payment 11.3.3 9.5.1.3,9.7,9.10.2, 13.6, 14.1.1.3, 14.2.1.2 Insurance,Owner's Liability Faulty Work 11.2 (See Defective or Nonconforming Work) Insurance,Property Final Completion and Final Payment 10.2.5, 11.3 4.2.1,4.2.9,9.8.2,9.10, 11.1.2, 11.1.3, 11.3.1, 11.3.5, Insurance, Stored Materials 12.3.1, 14.2.4, 14.4.3 9.3.2 Financial Arrangements,Owner's INSURANCE AND BONDS 2.2.1, 13.2.2, 14.1.1.4 11 Fire and Extended Coverage Insurance Insurance Companies,Consent to Partial Occupancy 11.3.1.1 9.9.1 GENERAL PROVISIONS Intent of the Contract Documents 1 1.2.1,4.2.7,4.2.12,4.2.13,7.4 Governing Law Interest 13.1 13.6 Guarantees(See Warranty) Interpretation Hazardous Materials 1.2.3,1.4,4.1.1, 5.1,6.1.2, 15.1.1 10.2.4, 10.3 Interpretations, Written Identification of Subcontractors and Suppliers 4.2.11,4.2.12, 15.1.4 5.2.1 Judgment on Final Award Indemnification 15.4.2 3.17,3.18,9.10.2, 10.3.3, 10.3.5, 10.3.6, 11.3.1.2, Labor and Materials,Equipment 11.3.7 1.1.3, 1.1.6,3.4,3.5,3.8.2,3.8.3,3.12,3.13,3.15.1, Information and Services Required of the Owner 4.2.6,4.2.7, 5.2.1,6.2.1,7.3.7, 9.3.2, 9.3.3,9.5.1.3, 2.1.2,2.2,3.2.2,3.12.4,3.12.10,6.1.3,6.1.4,6.2.5, 9.10.2, 10.2.1, 10.2.4, 14.2.1.1, 14.2.1.2 9.6.1,9.6.4,9.9.2,9.10.3, 10.3.3, 11.2, 11.4, 13.5.1, Labor Disputes 13.5.2, 14.1.1.4, 14.1.4, 15.1.3 8.3.1 Initial Decision Laws and Regulations 15.2 1.5,3.2.3,3.6,3.7,3.12.10, 3.13.1,4.1.1,9.6.4,9.9.1, Initial Decision Maker,Definition of 10.2.2, 11.1.1, 11.3, 13.1.1, 13.4, 13.5.1, 13.5.2, 1.1.8 13.6.1, 14, 15.2.8, 15.4 Initial Decision Maker,Decisions Liens 14.2.2, 14.2.4, 15.2.1, 15.2.2, 15.2.3, 15.2.4, 15,2,5 2.1.2,9.3.3,9.10.2,9.10.4, 15.2.8 Initial Decision Maker,Extent of Authority Limitations, Statutes of 14.2.2, 14.2.4, 15.1.3, 15.2.1, 15.2.2, 15.2.3, 15.2.4, 12.2.5, 13,7, 15.4.1.1 15.2.5 Limitations of Liability Injury or Damage to Person or Property 2.3.1,3.2.2,3.5,3.12.10,3.17,3.18.1,4.2.6,4.2.7, 10.2.8, 10.4.1 4.2.12,6.2.2,9.4.2,9.6.4,9.6.7, 10.2.5, 10.3.3, Inspections 11.1.2, 11.2, 11.3.7, 12.2.5, 13.4.2 3.1.3,3.3.3,3.7,1,4.2.2,4.2.6,4.2.9,9.4.2,9.8.3, Limitations of Time 9.9.2,9.10.1, 12.2.1, 13.5 2.1.2,2.2,2.4,3.2.2,3.10,3.11,3.12.5,3.15.1,4.2.7, Instructions to Bidders 5.2,5.3.1,5.4.1,6.2.4,7.3,7.4,8.2,9.2,9.3.1,9.3.3, 1.1.1 9.4.1,9.5,9.6,9.7,9.8,9.9,9.10, 11.1.3, 11.3.1.5, Instructions to the Contractor 11.3.6, 11.3.10, 12.2, 13.5, 13.7, 14, 15 3.2.4,3.3.1,3.8.1, 5.2.1,7, 8.2.2, 12, 13.5.2 Loss of Use Insurance 11.3.3 Init. AIA Document A201 TM—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized s reproduction or distribution of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 13:36:35 on 11/03/2015 under Order No.4494594925_1 which expires on 09/02/2016,and is not for resale. User Notes: (2054174800) Material Suppliers Owner,Information and Services Required of the 1.5,3.12.1,4.2.4,4.2.6,5.2.1,9.3,9.4.2,9.6,9.10.5 2.1.2,2.2,3.2.2,3.12.10,6.1.3,6.1.4,6.2.5,9.3.2, Materials,Hazardous 9.6.1,9.6.4,9.9.2,9.10.3, 10.3.3, 11.2, 11.3, 13.5.1, 10.2.4,10.3 13.5.2, 14.1.1.4, 14.1.4, 15.1.3 Materials,Labor,Equipment and Owner's Authority 1.1.3, 1.1.6, 1.5.1,3.4.1,3.5,3.8.2,3.8.3,3.12, 1.5,2.1.1,2.3.1,2.4.1,3.4.2,3.8.1,3.12.10,3.14.2, 3.13.1,3.15.1,4.2.6,4.2.7,5.2.1,6.2.1,7.3.7,9.3.2, 4,1.2,4.1.3,4.2.4,4.2.9,5.2.1,5.2.4, 5.4.1,6.1,6.3, 9.3.3,9.5.1.3,9.10.2, 10.2.1.2, 10.2.4, 14.2.1.1, 7.2.1,7.3.1, 8.2.2,8.3.1,9.3.1,9.3.2,9.5.1,9.6.4, 14.2.1.2 9.9.1,9.10.2, 10.3.2, 11.1.3, 11.3.3, 11.3.10, 12.2.2, Means,Methods,Techniques,Sequences and 12.3.1, 13.2.2, 14.3, 14.4, 15.2.7 Procedures of Construction Owner's Financial Capability 3.3.1,3.12.10,4.2.2,4.2.7,9.4.2 2.2.1, 13.2.2, 14.1.1.4 Mechanic's Lien Owner's Liability Insurance 2.1.2, 15.2.8 11.2 Mediation Owner's Relationship with Subcontractors 8.3.1, 10.3.5, 10.3.6, 15.2.1, 15.2.5, 15.2.6, 15.3, 1.1.2,5.2,5.3,5.4, 9.6.4,9.10.2, 14.2.2 15.4.1 Owner's Right to Carry Out the Work Minor Changes in the Work 2.4, 14.2.2 1.1.1,3.12.8,4.2.8,7.1,7.4 Owner's Right to Clean Up MISCELLANEOUS PROVISIONS 6.3 13 Owner's Right to Perform Construction and to Modifications,Definition of Award Separate Contracts 1.1.1 6.1 Modifications to the Contract Owner's Right to Stop the Work -1.1.1, 1.1.2,3.11,4.1.2,4.2.1,5.2.3,7, 8.3.1,9.7, 2.3 10.3.2, 11.3.1 Owner's Right to Suspend the Work Mutual Responsibility 14.3 6.2 Owner's Right to Terminate the Contract Nonconforming Work,Acceptance of 14.2 9.6.6,9.9.3,12.3 Ownership and Use of Drawings,Specifications Nonconforming Work,Rejection and Correction of and Other Instruments of Service 2.3.1,2.4.1,3.5,4.2.6,6.2.4,9.5.1,9.8.2,9.9.3, 1.1.1, 1.1.6, 1.1.7, 1.5,2.2.5,3.2.2,3.11.1,3.17, 9.10.4,12.2.1 4.2.12,5.3.1 Notice Partial Occupancy or Use 2.2.1,2.3.1,2.4.1,3.2.4,3.3.1,3.7.2,3.12.9,5.2.1, 9.6.6,9.9, 11.3.1,5 9.7,9.10, 10.2.2, 11.1.3, 12.2.2.1, 13.3, 13.5.1, Patching,Cutting and 13.5.2, 14.1, 14.2, 15.2.8, 15.4.1 3.14,6.2.5 Notice,Written Patents 2.3.1,2.4.1,3.3.1,3.9.2,3.12.9,3.12.10, 5.2.1,9.7, 3.17 9.10, 10.2.2, 10.3, 11,1.3, 11.3.6, 12.2.2.1, 13.3, 14, Payment,Applications for 15.2.8, 15.4.1 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, Notice of Claims 14,2.3, 14.2.4, 14.4.3 3.7.4, 10.2.8, 15.1.2, 15.4 Payment,Certificates for Notice of Testing and Inspections 4.2.5,4.2.9,9.3.3,9.4,9.5,9.6,1,9.6.6,9.7,9.10.1, 13.5.1, 13.5,2 9.10.3, 13.7, 14.1.1,3, 14.2.4 Observations,Contractor's Payment,Failure of 3.2, 3.7.4 9.5.1.3,9.7,9.10.2, 13.6, 14.1.1.3, 14.2.1.2 Occupancy Payment,Final 2.2.2,9.6.6,9.8, 11.3.1.5 4.2.1,4.2.9,9,8.2,9.10, 11.1.2, 11.1.3, 11.4.1, 12.3.1, Orders,Written 13.7, 14.2.4, 14.4.3 1.1.1,2.3,3.9.2,7, 8.2.2, 11.3.9, 12.1, 12.2.2.1, Payment Bond,Performance Bond and 13.5.2, 14.3.1 7.3.7.4,9.6.7,9.10.3, 11.4 OWNER Payments,Progress 2 9.3,9.6,9.8.5,9.10.3, 13.6, 14.2.3, 15.1.3 Owner,Definition of PAYMENTS AND COMPLETION 2.1.1 9 Init. AIA Document A201 TM—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 7 reproduction or distribution of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 13:36:35 on 11/03/2015 under Order No.4494594925_1 which expires on 09/02/2016,and is not for resale. User Notes: (2054174800) Payments to Subcontractors Rights and Remedies 5.4.2,9.5.1.3,9.6.2,9.6.3, 9.6.4,9.6.7, 14.2.1.2 1.1.2,2.3,2.4,3.5, 3.7.4,3.15.2,4.2.6,5.3,5.4,6.1, PCB 6.3, 7.3.1,8.3,9.5.1,9.7, 10.2.5, 10.3, 12.2.2, 12.2.4, 10.3.1 13.4, 14, 15.4 Performance Bond and Payment Bond Royalties,Patents and Copyrights 7.3.7.4,9.6.7,9.10.3, 11.4 3.17 Permits,Fees,Notices and Compliance with Laws Rules and Notices for Arbitration 2.2.2,3.7,3.13,7.3.7.4, 10.2.2 15.4.1 PERSONS AND PROPERTY,PROTECTION Safety of Persons and Property OF 10.2, 10.4 10 Safety Precautions and Programs Polychlorinated Biphenyl 3.3.1,4.2.2,4.2.7,5.3.1, 10.1, 10.2, 10.4 10.3.1 Samples,Definition of Product Data,Definition of 3.12.3 3.12.2 Samples,Shop Drawings,Product Data and Product Data and Samples,Shop Drawings 3.11,3.12,4.2.7 3.11,3.12,4.2.7 Samples at the Site,Documents and Progress and Completion 3.11 4.2.2,8.2,9.8,9.9.1, 14.1.4, 15.1.3 Schedule of Values Progress Payments 9.2,9.3.1 9.3,9.6, 9.8.5,9.10.3, 13.6, 14.2.3, 15.1.3 Schedules,Construction Project,Definition of 3.10,3.12.1, 3.12.2,6.1.3, 15.1.5.2 1.1.4 Separate Contracts and Contractors Project Representatives 1.1.4,3.12.5,3.14.2,4.2.4,4.2.7,6, 8.3.1, 12.1.2 4.2.10 Shop Drawings,Definition of Property Insurance 3.12.1 10.2:5, 11.3 Shop Drawings,Product Data and Samples PROTECTION OF PERSONS AND PROPERTY 3.11,3.12,4.2.7 10 Site,Use of Regulations and Laws 3.13,6.1.1,6.2.1 1.5, 3.2.3,3.6,3.7,3.12.10, 3.13,4.1.1,9.6.4,9.9.1, Site Inspections 10.2.2, 11.1, 11.4, 13.1, 13.4, 13.5.1, 13.5.2, 13.6, 14, 3.2.2,3.3.3,3.7.1,3.7.4,4.2,9.4.2,9.10.1, 13.5 15.2.8, 15.4 Site Visits,Architect's Rejection of Work 3.7.4,4.2.2,4.2.9,9.4.2,9.5.1,9.9.2,9.10.1, 13.5 3.5,4.2.6, 12.2.1 Special Inspections and Testing Releases and Waivers of Liens 4.2.6, 12.2.1, 13.5 9.10.2 Specifications,Definition of Representations 1.1.6 3.2.1,3.5,3.12.6,6.2.2,8.2.1,9.3.3,9.4.2,9.5.1, Specifications 9.8.2,9.l 0.1 1.1.1, 1.1.6, 1.2.2, 1.5,3.11,3.12.10,3.17,4.2.14 Representatives Statute of Limitations 2.1.1,3.1.1,3.9,4.1.1,4.2.1,4.2.2,4.2.10,5.1.1, 13.7, 15.4.1.1 5.1.2, 13.2.1 Stopping the Work Responsibility for Those Performing the Work 2.3, 9.7, 10.3, 14.1 3.3.2,3.18,4.2.3,5.3.1,6.1.3,6.2,6.3,9.5.1, 10 Stored Materials Retainage 6.2.1,9.3.2, 10.2.1.2, 10.2.4 9.3.1,9.6.2,9.8.5,9.9.1,9.10.2,9.10.3 Subcontractor,Definition of Review of Contract Documents and Field 5.1.1 Conditions by Contractor SUBCONTRACTORS 3.2,3.12.7, 6.1.3 5 Review of Contractor's Submittals by Owner and Subcontractors, Work by Architect 1.2.2,3.3.2,3.12.1,4.2.3,5.2.3,5.3,5.4,9.3.1.2, 3.10.1,3.10.2,3.11,3.12,4.2,5.2,6.1.3,9.2,9.8.2 9.6.7 Review of Shop Drawings,Product Data and Subcontractual Relations Samples by Contractor 5.3, 5.4,9.3.1.2,9.6,9.10, 10.2.1, 14.1, 14.2.1 3.12 Init. AIA Document A201TM'—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized $ reproduction or distribution of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced byAlA software at 13:36:35 on 11/03/2015 under Order No.4494594925_1 which expires on 09/02/2016,and is not for resale. User Notes: (2054174800) Submittals Tests and Inspections 3.10, 3.11,3.12,4.2.7,5.2.1,5.2.3,7.3.7,9.2,9.3, 3.1.3,3.3.3,4.2.2,4.2.6,4.2.9, 9.4.2,9.8.3,9.9.2, 9.8,9.9.1,9.10.2,9.10.3, 11.1.3 9.10.1, 10.3.2, 11.4.1.1, 12.2.1, 13.5 Submittal Schedule TIME 3.10.2,3.12.5,4.2.7 8 Subrogation,Waivers of Time,Delays and Extensions of 6.1.1, 11.3.7 3.2.4,3.7.4,5.2.3,7.2.1,7.3.1,7.4,8.3,9.5.1,9.7, Substantial Completion 10.3.2, 10.4.1, 14.3.2, 15.1.5, 15.2.5 4.2.9,8.1.1, 8.1.3,8.2.3,9.4.2, 9.8,9.9.1,9.10.3, Time Limits 12.2, 13.7 2.1.2,2.2,2.4,3.2.2,3.10, 3.11,3.12.5,3.15.1,4.2, Substantial Completion,Definition of 5.2, 5.3, 5.4, 6.2.4,7.3, 7.4, 8.2,9.2,9.3.1,9.3.3, 9.8.1 9.4.1,9.5,9.6,9.7,9.8, 9.9,9.10, 11.1.3, 12.2, 13.5, Substitution of Subcontractors 13.7, 14, 15.1.2, 15.4 5.2.3,5.2.4 Time Limits on Claims Substitution of Architect 3.7.4, 10.2.8, 13.7, 15.1.2 4.1.3 Title to Work Substitutions of Materials 9.3.2,9.3.3 3.4.2,3.5,7.3.8 Transmission of Data in Digital Form Sub-subcontractor,Definition of 1.6 5.1.2 UNCOVERING AND CORRECTION OF Subsurface Conditions WORK 3.7.4 12 Successors and Assigns Uncovering of Work 13.2 12.1 Superintendent Unforeseen Conditions,Concealed or Unknown 3.9, 10.2.6 3.7.4,8.3.1, 10.3 Supervision and Construction Procedures Unit Prices 1.2.2,3.3,3.4,3.12.10,4.2.2,4.2.7,6.1.3,6.2.4, 7.3.3.2,7.3.4 7.1.3,7.3.7, 8.2,8.3.1,9.4.2, 10, 12, 14, 15.1.3 Use of Documents Surety 1.1.1, 1.5,2.2.5,3.12.6,5.3 5.4.1.2,9.8.5,9.10.2,9.10.3, 14.2.2, 15,2,7 Use of Site Surety,Consent of 3.13, 6.1.1, 6.2.1 9.10.2,9.10.3 Values,Schedule of Surveys 9.2,9.3.1 2.2.3 Waiver of Claims by the Architect Suspension by the Owner for Convenience 13.4.2 14.3 Waiver of Claims by the Contractor Suspension of the Work 9.10,5, 13.4.2, 15.1.6 5.4.2, 14.3 Waiver of Claims by the Owner Suspension or Termination of the Contract 9.9.3,9.10.3,9.10.4, 12.2.2.1, 13.4.2, 14.2.4, 15.1.6 5.4.1.1, 14 Waiver of Consequential Damages Taxes 14.2.4, 15.1.6 3.6,3.8.2.1,7.3.7.4 Waiver of Liens Termination by the Contractor 9.10.2,9.10.4 14.1, 15.1.6 Waivers of Subrogation Termination by the Owner for Cause 6.1.1, 11.3.7 5.4.1.1, 14.2, 15.1.6 Warranty Termination by the Owner for Convenience 3.5,4.2.9,9.3.3,9.8.4,9.9.1,9.10.4, 12,2.2, 13.7 14.4 Weather Delays Termination of the Architect 15.1.5.2 4.1.3 Work,Definition of Termination of the Contractor 1.1.3 14.2.2 Written Consent TERMINATION OR SUSPENSION OF THE 1.5.2,3.4.2,3.7.4,3.12.8,3.14.2,4.1.2,9.3.2,9.8.5, CONTRACT 9.9.1,9.10.2,9.10.3, 11.4.1, 13.2, 13.4.2, 15.4.4.2 14 Written Interpretations 4.2.11,4.2.12 Init. AIA Document A201 TM—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 9 reproduction or distribution of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 13:36:35 on 11/03/2015 under Order No.4494594925_1 which expires on 09/02/2016,and is not for resale. User Notes: (2054174800) Written Notice Written Orders 2.3,2.4,3.3.1,3.9,3.12.9,3.12.10,5.2.1, 8.2.2,9.7, 1.1.1,2.3,3.9,7,8.2.2, 12.1, 12.2, 13.5.2, 14.3.1, 9.10, 10.2.2, 10.3, 11.1.3, 12.2.2, 12.2.4, 13.3, 14, 15.1.2 15.4.1 Init. AIA Document A201 TM—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 10 reproduction or distribution of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to / the maximum extent possible under the law.This document was produced by AIA software at 13:36:35 on 11/03/2015 under Order No.4494594925_1 which expires on 09/02/2016,and is not for resale. User Notes: (2054174800) ARTICLE 1 GENERAL PROVISIONS § 1.1 BASIC DEFINITIONS § 1.1.1 THE CONTRACT DOCUMENTS The Contract Documents are enumerated in the Agreement between the Owner and Contractor(hereinafter the Agreement)and consist of the Agreement,Conditions of the Contract(General,Supplementary and other Conditions),Drawings,Specifications,Addenda issued prior to execution of the Contract and the Guaranteed Maximum Price Amendment which is an A133 Document,as modified,other documents listed in the Agreement in Article 1 § 1.1.2 THE CONTRACT The Contract Documents form the Contract for Construction.The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations,representations or agreements,either written or oral. As a material consideration for the making of the Contract Documents,modification to this Contract shall not be construed against the maker of said modifications. The Contract maybe 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. § 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.The Work may constitute the whole or a part of the Project. § 1.1.4 THE PROJECT The Project is the total construction of which the Work performed under the Contract Documents may be the whole or a part and which may include construction by the Owner and by separate contractors. § 1.1.5 THE DRAWINGS The Drawings are the graphic and pictorial portions of the Contract Documents showing the design,location and dimensions of the Work,generally including plans,elevations, sections,details,schedules and diagrams. § 1.1.6 THE SPECIFICATIONS The Specifications are that portion of the Contract Documents consisting of the written requirements for materials, equipment,systems, standards and workmanship for the Work,and performance of related services. § 1.1.7 INSTRUMENTS OF SERVICE Instruments of Service are representations,in any medium of expression now known or later developed,of the tangible and intangible creative work performed by the Architect and the Architect's consultants under their respective professional services agreements. Instruments of Service may include,without limitation,studies, surveys,models, sketches,drawings, specifications,and other similar materials. § 1.1.8 INITIAL DECISION MAKER The Initial Decision Maker is the person identified in the Agreement to render initial decisions on Claims in accordance with Section 15.2 and certify termination of the Agreement under Section 14.2.2. § 1.2 CORRELATION AND INTENT OF THE CONTRACT DOCUMENTS § 1.2.1 The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor.The Contract Documents are complementary,and what is required by one shall be as binding as if required by all;performance by the Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable fi•om them as being necessary to produce the indicated results. Init. AIA Document A201TM—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 11 reproduction or distribution of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 13:36:35 on 11/03/2015 under Order No.4494594925_1 which expires on 09/02/2016,and is not for resale. User Notes: (2054174800) § 1.2.2 Organization of the Specifications into divisions, sections and articles,and arrangement of Drawings shall not control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade. § 1.2.3 Unless otherwise stated in the Contract Documents,words that have well-known technical or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings. §1.2.4 In case of discrepancy between two or more drawings(Architectural, Structural,Mechanical,etc.)or drawings and specifications,the Contractor shall notify the Architect who shall provide information to resolve such conflicts. §1.2.5 Dimensions found in error should be submitted to the Architect for resolution before proceeding with the Work. § 1.3 CAPITALIZATION Terms capitalized in these General Conditions include those that are(1)specifically defined,(2)the titles of numbered articles or(3)the titles of other documents published by the American Institute of Architects. § 1.4 INTERPRETATION In the interest of brevity the Contract Documents frequently omit modifying words such as"all"and "any"and articles such as"the"and"an,"but the fact that a modifier or an article is absent from one statement and appears in another is not intended to affect the interpretation of either statement. § 1.5 OWNERSHIP AND USE OF DRAWINGS, SPECIFICATIONS AND OTHER INSTRUMENTS OF SERVICE § 1.5.1 The Architect and the Architect's consultants shall be deemed the authors and owners of their respective Instruments of Service,including the Drawings and Specifications,and will retain all common law, statutory and other reserved rights,including copyrights. The Contractor,Subcontractors, Sub-subcontractors,and material or equipment suppliers shall not own or claim a copyright in the Instruments of Service. Submittal or distribution to meet official regulatory requirements or for other purposes in connection with this Project is not to be construed as publication in derogation of the Architect's or Architect's consultants'reserved rights. § 1.5.2 The Contractor, Subcontractors,Sub-subcontractors and material or equipment suppliers are authorized to use and reproduce the Instruments of Service provided to them solely and exclusively for execution of the Work.All copies made under this authorization shall bear the copyright notice, if any, shown on the Instruments of Service. The Contractor,Subcontractors, Sub-subcontractors,and material or equipment suppliers may not use the Instruments of Service on other projects or for additions to this Project outside the scope of the Work without the specific written consent of the Owner,Architect and the Architect's consultants. . Should the Contractor find discrepancies,omissions or conflicts within the Contract Documents,or be in doubt as to their meaning,the Contractor shall at once notify in writing the Architect and Owner,and Architect will issue a written addendum to all parties that is consistent with the Owner's Scope of the Work. § 1.6 TRANSMISSION OF DATA IN DIGITAL FORM If the parties intend to transmit Instruments of Service or any other information or documentation in digital form, they shall endeavor to establish necessary protocols governing such transmissions,unless otherwise already provided in the Agreement or the Contract Documents. §1.7 PROPERTY OF CITY It is distinctly understood that by virtue of this Contract,no mechanic,contractor,materialmen,artisan,laborer,or subcontractor,whether skilled or unskilled,shall ever in any manner have,claim,or acquire any lien upon the project of whatever nature or kind so erected or to be erected by virtue of this Contract,nor upon any of the land upon which said improvements are so erected,built,or situated, such property being public property belonging to a political subdivision of the State of Texas. Init. AIA Document A201 TM—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 2 reproduction or distribution of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 13:36:35 on 11/03/2015 under Order No.4494594925_1 which expires on 09/02/2016,and is not for resale. User Notes: (2054174800) ARTICLE 2 OWNER § 2.1 GENERAL § 2.1.1 The Owner is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number.The Owner shall designate a representative with respect to the Project. Such representative shall have limited authority to authorize minor changes with respect to the Project not to exceed $25,000.00 for any single change. Such representative shall not have authority,absent the City Council's approval, to make any final decision not consistent with the authority granted in this paragraph concerning any other change orders,modifications to the GMP,or extension to the substantial or final completion dates. However,the Owner or such authorized representative,shall render decisions in a timely manner in order to avoid unreasonable delay in the service or Work of the Contractor. (Paragraph deleted) § 2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER § 2.2.1 Prior to commencement of the Work,the Contractor 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.Thereafter,the Contractor may only request such evidence if(1)the Owner fails to make payments to the Contractor as the Contract Documents require;(2)a change in the Work materially changes the Contract Sum;or(3) the Contractor identifies in writing a reasonable concern regarding the Owner's ability to make payment when due. The Owner shall furnish such evidence as a condition precedent to commencement or continuation of the Work or the portion of the Work affected by a material change.After the Owner furnishes the evidence,the Owner shall not materially vary such financial arrangements without prior notice to the Contractor. § 2.2.2 Except for permits and fees that are the responsibility of the Contractor under the Contract Documents, including those required under Section 3.7.1,the Owner shall secure and pay for necessary approvals,easements, assessments and charges required for construction,use or occupancy of permanent structures or for permanent changes in existing facilities. § 2.2.3 The Owner shall furnish surveys describing physical characteristics,legal limitations and utility locations for the site of the Project, and a legal description of the site. The Contractor shall be entitled to rely on the accuracy of information furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work. § 2.2.4 The Owner shall furnish information or services required of the Owner by the Contract Documents with reasonable promptness.The Owner shall also furnish any other information or services under the Owner's control and relevant to the Contractor's performance of the Work with reasonable promptness after receiving the Contractor's written request for such information or services. § 2.2.5 Unless otherwise provided in the Contract Documents,the Owner shall furnish to the Contractor one copy of the Contract Documents for purposes of making reproductions pursuant to Section 1.5.2. § 2.3 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 by Section 6.1.3. § 2.4 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 written notice from the Owner 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 deficiencies. In such case an appropriate Change Order shall be issued deducting from payments then or thereafter due the Contractor 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. Such action by the Owner and amounts charged to the Contractor are both subject to prior approval of the AIA Document A201 TM—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Init. Institute of Architects.All rights reserved.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 13 reproduction or distribution of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to t the maximum extent possible under the law.This document was produced by AIA software at 13:36:35 on 11/03/2015 under Order No.4494594925_1 which expires on 09/02/2016,and is not for resale. User Notes: (2054174800) Architect. If payments then or thereafter due the Contractor are not sufficient to cover such amounts,the Contractor shall pay the difference to the Owner. ARTICLE 3 CONTRACTOR § 3.1 GENERAL § 3.1.1 As specified in the Agreement,EMJ Corporation is Construction Manager of the Owner. All references in these General Conditions to"Contractor"shall mean "Construction Manager". The Contractor 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 Contractor shall be lawfully licensed,if required in the jurisdiction where the Project is located.The Contractor shall designate in writing a representative who shall have express authority to bind the Contractor with respect to all matters under this Contract.The term "Contractor"means the Contractor or the Contractor's authorized representative. § 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 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. §3.1.4 The Contractor represents and warrants the following to the Owner(in addition to the other representations and warranties contained in the Contract Documents),as an inducement to the Owner to execute this Contract, which representations and warranties shall survive the execution and delivery of the Contract and the Final Completion of the Work: .1 that it is financially solvent,able to pay its debts as they mature,and possessed of sufficient working capital to complete the Work and perform its obligations under the Contract Documents; .2 that it is able to furnish the tools,materials,supplies, equipment and labor required to timely complete the Work and perform its obligations hereunder and has sufficient experience and competence to do so; .3 that it is authorized to do business in the State where the Project is located and properly licensed by all necessary governmental,public and quasi-public authorities having jurisdiction over it,the Work,or the site of the Project;and .4 that the execution of the Contract and its performance thereof are within its duly-authorized powers. § 3.2 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR § 3.2.1 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site, become generally familiar with local conditions under which the Work is to be performed and correlated personal observations with requirements of the Contract Documents. § 3.2.2 Because the Contract Documents are complementary,the Contractor shall,before starting each portion of the Work, carefully study and compare the various Contract Documents relative to that portion of the Work,as well as the information furnished by the Owner pursuant to Section 2.2.3,shall take field measurements of any existing conditions related to that portion of the Work,and shall observe 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 the Contractor. It is recognized that the Contractor's review is made in the Contractor's capacity as a contractor and not as a licensed design professional,unless otherwise specifically provided in the Contract Documents. § 3.2.3 The Contractor is not required to ascertain that the Contract Documents are in accordance with applicable laws, statutes,ordinances,codes,rules and regulations, or lawful orders of public authorities,but the Contractor shall promptly report to the Architect any nonconformity discovered by or made known to the Contractor. § 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 make 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 as would have been Init. AIA Document A201 TM—2007.Copyright©1911,1915,1916,1®25,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 14 reproduction or distribution of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 13:36:35 on 11/03/2015 under Order No.4494594925 1 which expires on 09/02/2016,and is not for resale. — User Notes: (2054174800) avoided if the Contractor had performed such obligations.If the Contractor performs those obligations,the Contractor shall not be liable to the Owner or Architect for damages resulting from errors,inconsistencies or omissions in the Contract Documents,for differences between field measurements or conditions and the Contract Documents,or for nonconformities of the Contract Documents to applicable laws, statutes,ordinances,codes,rules and regulations,and lawful orders of public authorities. § 3.3 SUPERVISION AND CONSTRUCTION PROCEDURES § 3.3.1 The Contractor shall supervise and direct the Work,using the Contractor's best skill and attention.The Contractor shall be solely responsible for,and have control over, construction means,methods,techniques, sequences and procedures and for coordinating all portions of the Work under the Contract,unless the Contract Documents give other specific instructions concerning these matters.If the Contract Documents give specific instructions concerning construction means,methods,techniques,sequences or procedures,the Contractor shall evaluate the jobsite safety thereof and,except as stated below,shall be fully and solely responsible for the jobsite safety of such means,methods,techniques, sequences or procedures. If the Contractor determines that such means, methods,techniques, sequences or procedures may not be safe,the Contractor shall give timely written notice to the Owner and Architect and shall not proceed with that portion of the Work without further written instructions from the Architect. If the Contractor is then instructed to proceed with the required means,methods,techniques, sequences or procedures without acceptance of changes proposed by the Contractor,the Owner shall be solely responsible for any loss or damage arising solely from those Owner-required means,methods,techniques, sequences or procedures. § 3.3.2 The Contractor shall be responsible to the Owner for acts and omissions of the Contractor's employees, Subcontractors and their agents and employees,and other persons or entities performing portions of the Work for,or on behalf of,the Contractor or any of its Subcontractors. § 3.3.3 The Contractor shall be responsible for inspection of portions of Work already performed to determine that such portions are in proper condition to receive subsequent Work. §3.3.4 The Contractor shall properly and efficiently coordinate the timing,scheduling and routing of all Work performed by all trades and sub-contractors. § 3.4 LABOR AND MATERIALS § 3.4.1 Unless otherwise provided in the Contract Documents,the Contractor shall provide and pay for labor, materials,equipment,tools,construction equipment and machinery,water,heat,utilities,transportation,and other facilities and services necessary for proper execution and completion of the Work,whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. § 3.4.2 Except in the case of minor changes in the Work authorized by the Architect in accordance with Sections 3.12.8 or 7.4,the Contractor may make substitutions only with the consent of the Owner,after evaluation by the Architect and in accordance with a Change Order or Construction Change Directive. 3.4.2.1 .After the Contract has been executed,the Owner and Architect will consider requests for the substitution of products in place of those specified. Requests for substitution,when forwarded by the Contractor to the Architect, are understood to mean that the Contractor: .1 Represents that he has personally investigated the proposed substitute product and determined that it is equal or superior in all respects to that specified. .2 Will provide the same guarantee for the substitution that he would for that specified; .3 Certified that the cost data presented is complete and includes all related costs under this Contract, but excludes costs under separate contracts and the Architect's redesign costs,and that he waives all claims for additional costs related to the substitution which subsequently becomes apparent;and .4 Will coordinate the installation of the accepted substitute,making such changes as may be required for the Work to be complete in all respects. 3.4.2.2 Substitutions will not be considered if they are indicated or implied on shop drawing submissions without the formal request required in Clause 3.4.2.1. AIA Document A201M—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Init. Institute of Architects.All rights reserved.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 15 reproduction or distribution of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 13:36:35 on 11/03/2015 under Order No.4494594925_1 which expires on 09/02/2016,and is not for resale. User Notes: (2054174800) § 3.4.3 The Contractor shall enforce strict discipline and good order among the Contractor's employees and other persons carrying out the Work.The Contractor shall not permit employment of unfit persons or persons not properly skilled in tasks assigned to them. §3.4.4 PREVAILING WAGES Attention is called to the Government Code,Chapter 2258,Prevailing Wage Rates. Among other things,this Article provides that it shall be mandatory upon the Contractor and upon any subcontractor under him to pay not less than the prevailing rates of per diem wages in the locality at the time of construction to all laborers,workmen,and mechanics employed by them in the execution of the Contract. No claims for additional compensation shall be considered by Owner because of payments of wage rates in excess of the applicable rate provided herein. §3.4.5 Owner reserves the right to receive and review payroll records,payment records,and earnings statements of employees of Contractor,and of Contractor's Subcontractors,and of Sub-Subcontractors. § 3.5 WARRANTY The Contractor warrants to the Owner and Architect that materials and equipment furnished under the Contract will be of good quality and new unless the Contract Documents require or permit otherwise. The Contractor further warrants that the Work will conform to 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 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. 3.5.1 Except where otherwise stipulated in the Contract Documents,the Contractor shall,as per its Contract, warranty all materials and workmanship furnished under this Contract for a period of one year after the date of Substantial Completion and shall repair and make good,without expense to the Owner,any and all defects in his work which may develop within that time. 3.5.2 All required warranties on equipment,machinery,materials,or components shall be submitted to the Architect on the manufacturer's or supplier's approved forms at the time of Substantial Completion. § 3.6 TAXES The Contractor shall 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. 3.6,1 This Project is eligible for exemption from the State Sales Tax on materials incorporated in the Project, provided that Contractor fulfills the requirements of State Tax Laws. For the purpose of establishing exemption,it is understood and agreed that Contractor will be required to segregate materials and labor costs at the time a Contract is awarded,and will accept an exemption certificate from Owner. The Contractor shall pay any taxes otherwise assessed because of Contractor's failure to comply with the requirements of State Law to qualify for that tax exemption. § 3.7 PERMITS, FEES, NOTICES AND COMPLIANCE WITH LAWS § 3.7.1 Unless otherwise provided in the Contract Documents,the Contractor shall secure and pay for the building permit as well as for 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. Init. AIA Document A201 TM—2007.Copyright©1911,1915,1918,1®25,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 16 reproduction or distribution of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to / the maximum extent possible under the law.This document was produced by AIA software at 13:36:35 on 11/03/2015 under Order No.4494594925 1 which expires on 09/02/2016,and is not for resale. User Notes: (2054174800) § 3.7.3 It is not the Contractor's responsibility to ascertain that the Contract Documents are in accordance with applicable laws,statutes,ordinances,building codes,and rules and regulations. However, if the Contractor observes that portion of the Contract Documents are at variance therewith,the Contractor shall promptly notify the Architect and Owner in writing,and necessary changes shall be accomplished by appropriate modification. If the Contractor performs Work knowing it to be contrary to laws, statutes,ordinances,building codes,and rules and regulations without such notice to the Architect and Owner,the Contractor shall assume appropriate responsibility for such Work and shall bear the costs attributable to correction. § 3.7.4 Concealed or Unknown Conditions. If the Contractor encounters conditions at the site that are(1) subsurface or otherwise concealed physical conditions that differ materially from those indicated in the Contract Documents or(2)unknown physical conditions of an unusual nature,that differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract Documents,the Contractor shall promptly provide notice to the Owner and the Architect before conditions are disturbed and in no event later than 21 days after first observance of the conditions.The Architect will promptly investigate such conditions and,if the Architect determines that 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 an equitable adjustment in the Contract Sum or Contract Time,or both. If the Architect determines that 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 in writing,stating the reasons. If either party disputes the Architect's determination or recommendation,that party may proceed as provided in Article 15. § 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 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. § 3.8 ALLOWANCES § 3.8.1 The Contractor shall include in the Contract Sum all allowances stated in the Contract Documents. Items covered by allowances shall be supplied for such amounts and by such persons or entities as the Owner may direct, but the Contractor shall not be required to employ persons or entities to whom the Contractor has reasonable objection. § 3.8.2 Unless otherwise provided in the Contract Documents, .1 Allowances shall cover the cost to the Contractor of materials and equipment delivered at the site and all required taxes,less applicable trade discounts; .2 Contractor's costs for unloading and handling at the site,labor,installation costs, overhead,profit and other expenses contemplated for stated allowance amounts shall be included in the Contract Sum but not in the allowances;and .3 Whenever costs are more than or less than allowances,the Contract Sum shall be adjusted accordingly by Change Order. The amount of the Change Order shall reflect(1)the difference between actual costs and the allowances under Section 3.8.2.1 and(2)changes in Contractor's costs under Section 3.8.2.2. § 3.8.3 Materials and equipment under an allowance shall be selected by the Owner with reasonable promptness. § 3.9 SUPERINTENDENT § 3.9.1 The Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance at the Project site during performance of the Work.The superintendent shall represent the Contractor,and communications given to the superintendent shall be as binding as if given to the Contractor. § 3.9.2 The Contractor,as soon as practicable after award of the Contract, shall furnish in writing to the Owner through the Architect the name and qualifications of a proposed superintendent.The Architect may reply within 14 AIA Document A201 T"—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Init. Institute of Architects.All rights reserved.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 1 7 reproduction or distribution of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 13:36:35 on 11/03/2015 under Order No.4494594925_1 which expires on 09/02/2016,and is not for resale. User Notes: (2054174800) days to the Contractor in writing stating(1)whether the Owner or the Architect has reasonable objection to the proposed superintendent or(2)that the Architect requires additional time to review. Failure of the Architect to reply within the 14 day period shall constitute notice of no reasonable objection. (Paragraph deleted) § 3.10 CONTRACTOR'S CONSTRUCTION SCHEDULES § 3.10.1 The Contractor,promptly after being awarded the Contract,shall prepare and submit for the Owner's and Architect's information a Contractor's construction schedule for the Work.The schedule shall not exceed time limits current under the Contract Documents,shall be revised at appropriate intervals as required by the conditions of the Work and Project,shall be related to the entire Project to the extent required by the Contract Documents,and shall provide for expeditious and practicable execution of the Work. § 3.10.2 The Contractor shall prepare a submittal schedule,promptly after being awarded the Contract and thereafter as necessary to maintain a current submittal schedule,and shall submit the schedule(s)for the Architect's approval. The Architect's approval shall not unreasonably be delayed or withheld. The submittal schedule shall(1)be coordinated with the Contractor's construction schedule,and(2)allow the Architect reasonable time to review submittals. If the Contractor fails to submit a submittal schedule,the Contractor shall not be entitled to any increase in Contract Sum or extension of Contract Time based on the time required for review of submittals. § 3.10.3 The Contractor shall perform the Work in general accordance with the most recent schedules submitted to the Owner and Architect. § 3.11 DOCUMENTS AND SAMPLES AT THE SITE The Contractor shall maintain at the site for the Owner one copy of the Drawings, Specifications,Addenda,Change Orders and other Modifications,in good order and marked currently to indicate field changes and selections made during construction,and one copy of approved Shop Drawings,Product Data, Samples and similar required submittals. These shall be available to the Architect and shall be delivered to the Architect for submittal to the Owner upon completion of the Work as a record of the Work as constructed. § 3.12 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES § 3.12.1 Shop Drawings are drawings,diagrams,schedules and other data specially prepared for the Work by the Contractor or a Subcontractor, Sub-subcontractor,manufacturer,supplier or distributor to illustrate some portion of the Work. § 3.12.2 Product Data are illustrations,standard schedules,performance charts,instructions,brochures,diagrams and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work. § 3.12.3 Samples are physical examples that illustrate materials,equipment or workmanship and establish standards by which the Work will be judged. § 3.12.4 Shop Drawings,Product Data, Samples and similar submittals are not Contract Documents.Their purpose is to demonstrate the way by which the Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents for those portions of the Work for which the Contract Documents require submittals.Review by the Architect is subject to the limitations of Section 4.2.7. Informational submittals upon which the Architect is not expected to take responsive action may be so identified in the Contract Documents. Submittals that are not required by the Contract Documents may be returned by the Architect without action. § 3.12.5 The Contractor shall review for compliance with the Contract Documents, and submit to the Architect Shop Drawings,Product Data,Samples and similar submittals required by the Contract Documents in accordance with the submittal schedule approved by the Architect or,in the absence of an approved submittal schedule,with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of the Owner or of separate contractors. § 3.12.6 By submitting Shop Drawings,Product Data,Samples and similar submittals,the Contractor represents to the Owner and Architect that the Contractor has(1)reviewed,(2)determined and verified materials,field Init. AIA Document A201Tm—2007.Copyright©1911,1915,1918,1®25,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA Document is protected by U.S.Copyright Law and International Treaties.Unauthorized $ reproduction or distribution of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to / the maximum extent possible under the law.This document was produced by AIA software at 13:36:35 on 11/03/2015 under Order No.4494594925 1 which expires on 09/02/2016,and is not for resale. User Notes: (2054174800) measurements and field construction criteria related thereto,or will do so and(3)checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract Documents. § 3.12.7 The Contractor shall perform no portion of the Work for which the Contract Documents require submittal and review of Shop Drawings,Product Data, Samples or similar submittals until the respective submittal has been approved by the Architect. § 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 requirements of the Contract Documents by the Architect's approval of Shop Drawings,Product Data,Samples or similar submittals unless the Contractor has specifically informed the Architect in writing of such deviation at the time of submittal and(1)the Architect has given written approval to the specific deviation as a minor change in the Work,or(2)a Change Order or Construction Change Directive has been issued authorizing the deviation.The Contractor shall not be relieved of responsibility for errors or omissions in Shop Drawings,Product Data,Samples or similar submittals by the Architect's approval thereof. § 3.12.9 The Contractor shall direct specific attention,in writing or on resubmitted Shop Drawings,Product Data, Samples or similar submittals,to revisions other than those requested by the Architect on previous submittals.In the absence of such written notice,the Architect's approval of a resubmission shall not apply to such revisions. § 3.12.10 The Contractor shall not be required to provide professional services that constitute the practice of architecture or engineering unless such services are specifically required by the Contract Documents for a portion of the Work or unless the Contractor needs to provide such services in order to carry out the Contractor's responsibilities for construction means,methods,techniques,sequences and procedures.The Contractor shall not be required to provide professional services in violation of applicable law. 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 Owner and the Architect will specify all performance and design criteria that such services must satisfy. The Contractor shall cause such services or certifications to be provided by a properly licensed design professional,whose signature and seal shall appear on all drawings,calculations, specifications,certifications, Shop Drawings and other submittals prepared by such professional. Shop Drawings and other submittals related to the Work designed or certified by such professional,if prepared by others,shall bear such professional's written approval when submitted to the Architect. The Owner and the Architect shall be entitled to rely upon the adequacy,accuracy and completeness of the services,certifications and approvals performed or provided by such design professionals,provided the Owner and Architect have specified to the Contractor all performance and design criteria that such services must satisfy. Pursuant to this Section 3.12.10,the Architect will review, 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.The Contractor shall not be responsible for the adequacy of the performance and design criteria specified in the Contract Documents. § 3.13 USE OF SITE The Contractor shall confine operations at the site to areas permitted by applicable laws, statutes,ordinances,codes, rules and regulations,and lawful orders of public authorities and the Contract Documents and shall not unreasonably encumber the site with materials or equipment. § 3.14 CUTTING AND PATCHING § 3.14.1 The Contractor shall be responsible for cutting, fitting or patching required to complete the Work or to snake its parts fit together properly. All areas requiring cutting, fitting and patching shall be restored to the condition existing prior to the cutting,fitting and patching,unless otherwise required by the Contract Documents. § 3.14.2 The Contractor shall not damage or endanger a portion of the Work or fully or partially completed construction of the Owner or separate contractors by cutting,patching or otherwise altering such construction,or by excavation.The Contractor shall not cut or otherwise alter such construction by the Owner or a separate contractor except with written consent of the Owner and of such separate contractor;such consent shall not be unreasonably withheld. The Contractor shall not unreasonably withhold from the Owner or a separate contractor the Contractor's consent to cutting or otherwise altering the Work. AIA Document A201 TM—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Init. Institute of Architects.All rights reserved.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 19 reproduction or distribution of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 13:36:35 on 11/03/2015 under Order No.4494594925_1 which expires on 09/02/2016,and is not for resale. User Notes: (2054174800) § 3.15 CLEANING UP § 3.15.1 The Contractor shall keep the premises and surrounding area free from accumulation of waste materials or rubbish caused by operations under the Contract.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. § 3.15.2 If the Contractor fails to clean up as provided in the Contract Documents,the Owner may do so and Owner shall be entitled to reimbursement from the Contractor. § 3.16 ACCESS TO WORK The Contractor shall provide the Owner and Architect access to the Work in preparation and progress wherever located. Contractor shall ensure that the Work,at all times,is performed in a manner that affords Owner reasonable access, both vehicular and pedestrian,to the site of the Work and all adjacent areas. The Work shall be performed in such a manner that public areas adjacent to the Site of the Work shall be free fi•om all debris,building material and equipment likely to cause hazardous conditions.Contractor shall use its best efforts to minimize any interference with the occupancy or beneficial use of any area or building adjacent to the site of the Work,or the building,in the event of partial occupancy. The presence of the Owner,Architect or their representatives does not constitute acceptance or approval of the Work. § 3.17 ROYALTIES, PATENTS AND COPYRIGHTS The Contractor shall pay all royalties and license fees. The Contractor shall defend suits or claims for infringement of copyrights and patent rights and shall 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 the Contractor has reason to believe that the required design,process or product is an infringement of a copyright or a patent,the Contractor shall be responsible for such loss unless such information is promptly furnished to the Architect. § 3.18 INDEMNIFICATION § 3.18.1 To the fullest extent permitted by law the Contractor shall indemnify and hold harmless the Owner, Architect,Architect's consultants,and agents and employees of any of them from and against claims,damages, losses and expenses,including but not limited to attorneys' fees, arising out of or resulting from performance of the Work,provided that such claim,damage,loss or expense is attributable to bodily injury, sickness,disease or death, or to injury to or destruction of tangible property(other than the Work itself),but only to the extent caused by the negligent acts or omissions of the Contractor,a Subcontractor,anyone directly or indirectly employed by them or anyone for whose acts they may be liable,regardless of whether or not such claim,damage,loss or expense is caused in part by a party indemnified hereunder. It is the intent of the Owner and Contractor that such indemnification obligations do not exceed or violate Texas law,including Chapter 151 of the Texas Insurance Code. § 3.18.2 In claims against any person or entity indemnified under this Section 3.18 by an employee of the Contractor,a Subcontractor,anyone directly or indirectly employed by them or anyone for whose acts they may be liable,the indemnification obligation under Section 3.18.1 shall not be limited by a limitation on amount or type of damages,compensation or benefits payable by or for the Contractor or a Subcontractor under workers' compensation acts,disability benefit acts or other employee benefit acts. ARTICLE 4 ARCHITECT § 4.1 GENERAL § 4.1.1 The Owner shall retain an architect lawfully licensed to practice architecture or an entity lawfully practicing architecture in the jurisdiction where the Project is located. That person or entity is identified as the Architect in the Agreement and is referred to throughout the Contract Documents as if singular in number. § 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. Init. AIA Document A201 TM—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 20 reproduction or distribution of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 13:36:35 on 11/03/2015 under Order No.4494594925 1 which expires on 09102/2016,and is not for resale. — User Notes: (2054174800) § 4.1.3 If the employment of the Architect is terminated,the Owner shall employ a successor architect as to whom the Contractor has no reasonable objection and whose status under the Contract Documents shall be that of the Architect. § 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. 4.2.2.1 The Owner is entitled to reimbursement from the Contractor for amounts paid to the Architect for site visits made necessary by the fault of the Contractor or by defects and deficiencies in the Work. Any reimbursement shall not be applicable unless such site visit was precipitated by or was solely due to such defect or deficiency. § 4.2.2 The Architect will visit the site at intervals appropriate to the stage of construction,or as otherwise agreed with the Owner,to become generally familiar with the progress and quality of the portion of the Work completed, and to determine in general if the Work observed is being performed in a manner indicating that the Work,when fully completed,will be in accordance with the Contract Documents.However,the Architect will not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work.The Architect will not have control over,charge of, or responsibility for,the construction means,methods,techniques,sequences or procedures,or for the safety precautions and programs in connection with the Work,since these are solely the Contractor's rights and responsibilities under the Contract Documents,except as provided in Section 3.3.1. § 4.2.3 On the basis of the site visits,the Architect will keep the Owner reasonably informed about the progress and quality of the portion of the Work completed,and report to the Owner(1)known deviations from the Contract Documents and from the most recent construction schedule submitted by the Contractor,and(2)defects and deficiencies observed in the Work.The Architect will not be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents.The Architect will not have control over or charge of and will not be responsible for acts or omissions of the Contractor, Subcontractors,or their agents or employees,or any other persons or entities performing portions of the Work. § 4.2.4 COMMUNICATIONS FACILITATING CONTRACT ADMINISTRATION Except as otherwise provided in the Contract Documents or when direct communications have been specially authorized,the Owner and Contractor shall endeavor to communicate with each other through the Architect about matters arising out of or relating to the Contract. Communications by and with the Architect's consultants shall be through the Architect.However,Owner reserves the right to communicate directly with the Contractor. Communications by and with Subcontractors and material suppliers shall be through the Contractor. Communications by and with separate contractors shall be through the Owner. § 4.2.5 Based on the Architect's evaluations of the Contractor's Applications for Payment,the Architect will review and certify the amounts due the Contractor and will issue Certificates for Payment in such amounts. § 4.2.6 The Architect has authority to reject Work that does not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable,the Architect will have authority to require inspection or testing of the Work in accordance with Sections 13.5.2 and 13,5.3,whether or not such Work is fabricated,installed or completed. However,neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, material and equipment suppliers,their agents or employees,or other persons or entities performing portions of the Work. § 4.2.7 The Architect will review and approve,or take other appropriate action upon,the Contractor's submittals such as Shop Drawings,Product Data and Samples,but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents.The Architect's action will be taken in accordance with the submittal schedule approved by the Architect or,in the absence of an approved submittal schedule,with reasonable promptness while allowing sufficient time in the Architect's professional AIA Document A201 TM—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Init. Institute of Architects.All rights reserved.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 21 reproduction or distribution of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 13:36:35 on 11/03/2015 under Order No.4494594925_1 which expires on 09/02/2016,and is not for resale. User Notes: (2054174800) judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities,or for substantiating instructions for installation or performance of equipment or systems,all of which remain the responsibility of the Contractor as required by the Contract Documents.The Architect's review of the Contractor's submittals shall not relieve the Contractor of the obligations under Sections 3.3,3.5 and 3.12.The Architect's review shall not constitute approval of safety precautions or,unless otherwise specifically stated by the Architect,of any construction means,methods, techniques, sequences or procedures.The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. § 4.2.8 The Architect will prepare Change Orders and Construction Change Directives,and may authorize minor 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. § 4.2.9 The Architect will conduct inspections to determine the date or dates of Substantial Completion and the date of final completion;issue Certificates of Substantial Completion pursuant to Section 9.8;receive and forward to the Owner,for the Owner's review and records,written warranties and related documents required by the Contract and assembled by the Contractor pursuant to Section 9.10;and issue a final Certificate for Payment pursuant to Section 9.10. § 4.2.10 If the Owner and Architect agree,the Architect will provide one or more project representatives to assist in carrying out the Architect's responsibilities at the site. The duties,responsibilities and limitations of authority of such project representatives shall be as set forth in an exhibit to be incorporated in the Contract Documents. § 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.The Architect's response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. § 4.2.12 Interpretations and 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 malting such interpretations and decisions,the Architect will endeavor to secure faithful performance by both Owner and Contractor,will not show partiality to either and will not be liable for results of interpretations or decisions rendered in good faith. § 4.2.13 The Architect's decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in the Contract Documents. The Architect shall be the sole interpreter of the design intent with respect to such matters,but the Architect's authority with respect thereto shall not contravene any other rights of either the Owner or the Contractor ascribed to them by other provisions of the Contract. § 4.2.14 The Architect will review and respond to requests for information about the Contract Documents.The Architect's response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. If appropriate,the Architect will prepare and issue supplemental Drawings and Specifications in response to the requests for information. ARTICLE 5 SUBCONTRACTORS § 5.1 DEFINITIONS § 5.1.1 A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the Work at the site.The term "Subcontractor"is referred to throughout the Contract Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcontractor. The term "Subcontractor" does not include a separate contractor or 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. Init. AIA Document A201 TM—2007.Copyright©1911,1915,1918,1®25,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 22 reproduction or distribution of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to / the maximum extent possible under the law.This document was produced by AIA software at 13:36:35 on 11/03/2015 under Order No.4494594925 1 which expires on 09/02/2016,and is not for resale. User Notes: (2054174800) § 5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK § 5.2.1 No later than 7 days after the date of the Guaranteed Maximum Price Amendment and before issuance of Notice to Proceed,the Contractor shall furnish in writing to the Owner through the Architect the names of persons or entities(including those who are to furnish materials or equipment fabricated to a special design)proposed for each principal portion of the Work. The Architect may reply within 7 days to the Contractor in writing stating(1) whether the Owner or Architect has reasonable objection to any such proposed person or entity or(2)that the Architect requires additional time for review. Failure of the Owner or Architect to reply within the 7 day period shall constitute notice of no reasonable objection. § 5.2.2 The Contractor shall not contract with a proposed person or entity to whom the Owner or Architect has made reasonable and timely objection. The Contractor shall not be required to contract with anyone to whom the Contractor has made reasonable objection. § 5.2.3 If the Owner or Architect has reasonable objection to a person or entity proposed by the Contractor,the Contractor shall propose another to whom the Owner or Architect has no reasonable objection. If the proposed but rejected Subcontractor was reasonably capable of performing the Work,the Contract Sum and Contract Time shall be increased or decreased by the difference, if any, occasioned by such change,and an appropriate Change Order shall be issued before commencement of the substitute Subcontractor's Work. However,no increase in the Contract Sum or Contract Time shall be allowed for such change unless the Contractor has acted promptly and responsively in submitting names as required. § 5.2.4 The Contractor shall not substitute a Subcontractor,person or entity previously selected if the Owner or Architect makes reasonable objection to such substitution. § 5.3 SUBCONTRACTUAL RELATIONS By appropriate agreement,written where legally required for validity,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 the responsibility for safety of the Subcontractor's Work,which the Contractor,by these Documents, assumes toward the Owner and Architect.Each subcontract agreement shall preserve and protect the rights of the Owner and Architect under the Contract Documents with respect to the Work to be performed by the Subcontractor so that subcontracting thereof will not prejudice such rights,and shall allow to the Subcontractor,unless specifically provided otherwise in the subcontract agreement,the benefit of all rights,remedies and redress against the Contractor that the Contractor,by the Contract Documents,has against the Owner. Where appropriate,the Contractor shall require each Subcontractor to enter into similar agreements with Sub-subcontractors.The Contractor shall make available to 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. §5.3.1 Contractor shall promptly notify Owner and Architect of any material defaults by any Subcontractor. Notwithstanding any provision contained in Article 5 to the contrary,it is hereby acknowledged and agreed that Owner has in no way agreed,expressly or implicitly,nor will Owner agree,to allow any Subcontractor or other materialman or workman employed by Contractor the right to obtain a personal judgment or to create a lien against Owner for the amount due from the Contractor. §5.3.2 In the event of any termination of the Contract in accordance with Article 14,Owner shall not be liable to any subcontractor. Contractor shall be responsible for any claim of a subcontractor for Work executed under the Contract. § 5.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS § 5.4.1 Each subcontract agreement for a portion of the Work is assigned by the Contractor to the Owner,provided that Init. AIA Document A201 TM—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 23 reproduction or distribution of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 13:36:35 on 11/03/2015 under Order No.4494594925_1 which expires on 09/02/2016,and is not for resale. User Notes: (2054174800) .1 assignment is effective only after termination of the Contract by the Owner for cause pursuant to Section 14.2 and only for those subcontract agreements that the Owner accepts by notifying the Subcontractor and Contractor in writing;and .2 assignment is subject to the prior rights of the surety, if any,obligated under bond relating to the Contract. When the Owner accepts the assignment of a subcontract agreement,the Owner assumes the Contractor's rights and obligations under the subcontract. § 5.4.2 Upon such assignment,if the Work has been suspended for more than 30 days,the Subcontractor's compensation shall be equitably adjusted for increases in cost resulting from the suspension. § 5.4.3 Upon such 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 Owner shall nevertheless remain legally responsible for all of the successor contractor's obligations under the subcontract. §5.4.4 Such assignment shall not constitute a waiver by Owner of its rights against Contractor,including,but not limited to,claims for defaults,delays or defects for which a subcontractor or material vendor may also be liable. Owner shall only be responsible for compensating subcontractors for Work performed or material furnished from and after the date on which the Owner gives written notice of its acceptance of the subcontract agreement.Owner shall not be responsible for any Work performed or materials furnished by subcontractors prior to the date of Owner's written notice of acceptance. ARTICLE 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS § 6.1 OWNER'S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS § 6.1.1 The Owner reserves the right to perform construction or operations related to the Project with the Owner's own forces,and to award separate contracts in connection with other portions of the Project or other construction or operations on the site under Conditions of the Contract identical or substantially similar to these including those portions related to insurance and waiver of subrogation.If the Contractor claims that delay or additional cost is involved because of such action by the Owner,the Contractor shall make such Claim as provided in Article 15. § 6.1.2 When separate contracts are awarded for different portions of the Project or other construction or operations on the site,the term "Contractor"in the Contract Documents in each case shall mean the Contractor who executes each separate Owner-Contractor Agreement. § 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 other separate contractors and the Owner in reviewing their construction schedules.The Contractor shall make any revisions to the construction schedule deemed necessary after a joint review and mutual agreement.The construction schedules shall then constitute the schedules to be used by the Contactor,separate contractors and the Owner until subsequently revised. § 6.1.4 Unless otherwise provided in the Contract Documents,when the Owner performs construction or operations related to the Project with the Owner's own forces,the Owner shall be deemed to be subject to the same obligations and to have the same rights that apply to the Contactor under the Conditions of the Contract,including,without excluding others,those stated in Article 3,this Article 6 and Articles 10, 11 and 12. § 6.2 MUTUAL RESPONSIBILITY § 6.2.1 The Contractor shall afford the Owner and separate contactors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activities,and shall connect and coordinate the Contractor's construction and operations with theirs as required by the Contact Documents. § 6.2.2 If part of the Contractor's Work depends for proper execution or results upon construction or operations by the Owner or a separate contactor,the Contactor shall,prior to proceeding with that portion of the Work,promptly report to the Architect apparent discrepancies or defects in such other construction that would render it unsuitable Init. AIA Document A201 T"'—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 24 reproduction or distribution of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 13:36:35 on 11/03/2015 under Order No.4494594925_1 which expires on 09/02/2016,and is not for resale. User Notes: (2054174800) for such proper execution and results.Failure of the Contractor so to report shall constitute an acknowledgment that the Owner's or separate contractor's completed or partially completed construction is fit and proper to receive the Contractor's Work,except as to defects not then reasonably discoverable. § 6.2.3 The Contractor shall reimburse the Owner for costs the Owner incurs that are payable to a separate contractor because of the Contractor's delays, improperly timed activities or defective construction.The Owner shall be responsible to the Contractor for costs the Contractor incurs because of a separate contractor's delays, improperly timed activities,damage to the Work or defective construction. § 6,2.4 The Contractor shall promptly remedy damage the Contractor wrongfully causes to completed or partially completed construction or to property of the Owner or separate contractors as provided in Section 10.2.5. § 6.2.5 The Owner and each separate contractor shall have the same responsibilities for cutting and patching as are described for the Contractor in Section 3.14. § 6.3 OWNER'S RIGHT TO CLEAN UP If a dispute arises among the Contractor,separate contractors and the Owner as to the responsibility under their respective contracts for maintaining the premises and surrounding area free fi•om waste materials and rubbish,the Owner may clean up and the Architect will allocate the cost among those responsible. ARTICLE 7 CHANGES IN THE WORK § 7.1 GENERAL § 7.1.1 Changes in the Work may be accomplished after execution of the Contract,and without invalidating the Contract,by Change Order,Construction Change Directive or order for a minor change in the Work,subject to the limitations stated in this Article 7 and elsewhere in the Contract Documents. § 7.1.2 A Change Order shall be based upon agreement among the Owner,Contractor and Architect;a Construction Change Directive requires agreement by the Owner and Architect and may or may not be agreed to by the Contractor;an order for a minor change in the Work may be issued by the Architect alone. § 7.1.3 Changes in the Work shall be performed under applicable provisions of the Contract Documents,and the Contractor shall proceed promptly,unless otherwise provided in the Change Order,Construction Change Directive or order for a minor change in the Work. §7.1.4 The combined overhead and profit included in the total cost to the Owner for a change in the work shall be based on the following schedule: ,1 For the Contractor,for Work performed by the Contractor's own forces, fifteen(15)percent of the cost. .2 For the Contractor,for Work performed by the Contractor's Subcontractors,five(5)percent of the amount due the Subcontractors. .3 For each Subcontractor involved,for work performed by that Subcontractor's own forces,fifteen (15)percent of the cost. .4 Cost to which overhead and profit is to be applied shall be determined in accordance with Section 7.3.7. .5 In order to facilitate checking of quotations for extras or credits,all proposals,except those so minor that their propriety can be seen by inspection,shall be accompanied by a complete itemization of costs 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. In no case will a change involving over $1000,00 be approved without such itemization. § 7.2 CHANGE ORDERS § 7.2.1 A Change Order is a written instrument prepared by the Architect and signed by the Owner,Contractor and Architect stating their agreement upon all of the following: .1 The change in the Work; .2 The amount of the adjustment,if any, in the Contract Sum;and AIA Document A201 TM'—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Init. Institute of Architects.All rights reserved.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 25 reproduction or distribution of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 13:36:35 on 11/03/2015 under Order No.4494594925_1 which expires on 09/02/2016,and is not for resale. User Notes: (2054174800) .3 The extent of the adjustment,if any, in the Contract Time. § 7.3 CONSTRUCTION CHANGE DIRECTIVES § 7.3.1 A Construction Change Directive is a written order prepared by the Architect and signed by the Owner and Architect,directing a change in the Work prior to agreement on adjustment,if any, in the Contract Sum or Contract Time,or both. The Owner may by Construction Change Directive,without invalidating the Contract,order changes in the Work within the general scope of the Contract consisting of additions,deletions or other revisions,the Contract Sum and Contract Time being adjusted accordingly. § 7.3.2 A Construction Change Directive shall be used in the absence of total agreement on the terms of a Change Order. § 7.3.3 If the Construction Change Directive provides for an adjustment to the Contract Sum,the adjustment shall be based on one of the following methods: .1 Mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation; .2 Unit prices stated in the Contract Documents or subsequently agreed upon; .3 Cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee; or .4 As provided in Section 7.3.7. § 7.3.4 If unit prices are stated in the Contract Documents or subsequently agreed upon,and if quantities originally contemplated are materially changed in a proposed Change Order or Construction Change Directive so that application of such unit prices to quantities of Work proposed will cause substantial inequity to the Owner or Contractor,the applicable unit prices shall be equitably adjusted. § 7.3.5 Upon receipt of a Construction Change Directive,the Contractor shall promptly proceed with the change in the Work involved and advise the Architect of the Contractor's agreement or disagreement with the method,if any, provided in the Construction Change Directive for determining the proposed adjustment in the Contract Sum or Contract Time. § 7.3.6 A Construction Change Directive signed by the Contractor indicates the Contractor's agreement therewith, including adjustment in Contract Sum and Contract Time or the method for determining them. Such agreement shall be effective immediately and shall be recorded as a Change Order. § 7.3.7 If the Contractor does not respond promptly or disagrees with the method for adjustment in the Contract Sum,the Architect shall determine the method and the adjustment on the basis of reasonable expenditures and savings of those performing the Work attributable to the change, including,in case of an increase in the Contract Sum,an amount for overhead and profit as set forth in the Agreement,or if no such amount is set forth in the Agreement,a reasonable amount. In such case,and also under Section 7.3.3.3,the Contractor shall keep and present, in such form as the Architect may prescribe,an itemized accounting together with appropriate supporting data. Unless otherwise provided in the Contract Documents,costs for the purposes of this Section 7.3.7 shall be limited to the following: .1 Costs of labor,including social security, old age and unemployment insurance, fringe benefits required by agreement or custom,and workers' compensation insurance; .2 Costs of materials, supplies and equipment,including cost of transportation,whether incorporated or consumed; .3 Rental costs of machinery and equipment,exclusive of hand tools,whether rented from the Contractor or others; .4 Costs of premiums for all bonds and insurance,permit fees,and sales,use or similar taxes related to the Work;and .5 Additional costs of supervision and field office personnel directly attributable to the change. § 7.3.8 The amount of credit to be allowed by the Contractor to the Owner for a deletion or change that results in a net decrease in the Contract Sum shall be actual net cost as confirmed by the Architect. When both additions and credits covering related Work or substitutions are involved in a change,the allowance for overhead and profit shall be figured on the basis of net increase,if any,with respect to that change. Init. AIA Document A201 T"'—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 26 reproduction or distribution of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to / the maximum extent possible under the law.This document was produced by AIA software at 13:36:35 on 11/03/2015 under Order No.4494594925 1 which expires on 09/02/2016,and is not for resale. User Notes: (2054174800) § 7.3.9 Pending final determination of the total cost of a Construction Change Directive to the Owner,the Contractor may request payment for Work completed under the Construction Change Directive in Applications for Payment. The Architect will make an interim determination for purposes of monthly certification for payment for those costs and certify for payment the amount that the Architect determines, in the Architect's professional judgment,to be reasonably justified. The Architect's interim determination of cost shall adjust the Contract Sum on the same basis as a Change Order, subject to the right of either party to disagree and assert a Claim in accordance with Article 15. § 7.3.10 When the Owner and Contractor agree with a determination made by the Architect concerning the adjustments in the Contract Sum and Contract Time,or otherwise reach agreement upon the adjustments,such agreement shall be effective immediately and the Architect will prepare a Change Order. Change Orders may be issued for all or any part of a Construction Change Directive. § 7.4 MINOR CHANGES IN THE WORK The Architect has authority to order minor changes in the Work not involving adjustment in the Contract Sum or extension of the Contract Time and not inconsistent with the intent of the Contract Documents. Such changes will be effected by written order signed by the Architect and shall be binding on the Owner and Contractor. ARTICLE 8 TIME § 8.1 DEFINITIONS § 8.1.1 Unless otherwise provided,Contract Time is the period of time,including authorized adjustments,allotted in the Contract Documents for Substantial Completion of the Work. § 8.1.2 The date of commencement of the Work is the date directed by Owner after final plans,issuance of building permits,and delivery to Contractor of Guaranteed Maximum Price Amendment executed by Owner. § 8.1.3 The date of Substantial Completion is the date certified by the Architect in accordance with Section 9.8. § 8.1.4 The term "day" as used in the Contract Documents shall mean calendar day unless otherwise specifically defined. § 8.2 PROGRESS AND COMPLETION § 8.2.1 Time limits stated in the Contract Documents are of the essence of the Contract.By executing the Agreement the Contractor confirms that the Contract Time is a reasonable period for performing the Work. § 8.2.2 The Contractor shall not knowingly, except by agreement or instruction of the Owner in writing,prematurely commence operations on the site or elsewhere prior to the effective date of insurance required 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. § 8.2.3 The Contractor shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within the Contract Time. § 8.3 DELAYS AND EXTENSIONS OF TIME § 8.3.1 If the Contractor is delayed at any time in the commencement or progress of the Work by an act or neglect of the Owner or Architect,or of an employee of either,or of a separate contractor employed by the Owner;or by changes ordered in the Work;or by labor disputes, fire,unusual delay in deliveries,unavoidable casualties or other causes beyond the Contractor's control;or by delay authorized by the Owner pending mediation and arbitration;or by other causes that the Architect determines may justify delay,then the Contract Time shall be extended by Change Order for such reasonable time as the Architect may determine. § 8.3.2 Claims relating to time shall be made in accordance with applicable provisions of Article 15. § 8.3.3 This Section 8.3 does not preclude recovery of damages for delay by either party under other provisions of the Contract Documents. Init. AIA Document A201 TM—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 27 reproduction or distribution of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 13:36:35 on 11/03/2015 under Order No.4494594925_1 which expires on 09/02/2016,and is not for resale. User Notes: (2054174800) ARTICLE 9 PAYMENTS AND COMPLETION § 9.1 CONTRACT SUM The Contract Sum is stated in the Agreement and,including authorized adjustments,is the total amount payable by the Owner to the Contractor for performance of the Work under the Contract Documents. § 9.2 SCHEDULE OF VALUES Where the Contract is based on a stipulated sum or Guaranteed Maximum Price,the Contractor shall submit to the Architect,within fifteen(15)days of establishing a Guaranteed Maximum Price(if the Contractor is a Construction Manager at Risk)or before the first Application for Payment,whichever is applicable,a schedule of values allocating the entire Contract Sum to the various portions of the Work and prepared in such form and supported by such data to substantiate its accuracy as the Architect may require. This schedule,unless objected to by the Architect, shall be used as a basis for reviewing the Contractor's Applications for Payment. § 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, if required under Section 9.2,for completed portions of the Work. Such application shall be notarized,if required,and supported by such data substantiating the Contractor's right to payment as the Owner or Architect may require, such as copies of requisitions fi•om Subcontractors and material suppliers,and shall reflect retainage if provided for in the Contract Documents. § 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 of the Architect,but not yet included in Change Orders. § 9.3.1.2 Applications for Payment shall not include requests for payment for portions of the Work for which the Contractor does not intend to pay a Subcontractor or material supplier,unless such Work has been performed by others whom the Contractor intends to pay. § 9.3.2 Unless otherwise provided in the Contract Documents,payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner,payment may similarly be made for materials and equipment suitably stored off the site at a location agreed upon in writing.Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by the Contractor with procedures satisfactory to the Owner to establish the Owner's title to such materials and equipment or otherwise protect the Owner's interest,and shall include the costs of applicable insurance,storage and transportation to the site for such materials and equipment stored off the site. § 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.The Contractor further warrants that upon submittal of an Application for Payment all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall,to the best of the Contractor's knowledge, information and belief,be fi•ee and clear of liens,claims, security interests or encumbrances in favor of the Contractor, Subcontractors,material suppliers,or other persons or entities making a claim by reason of having provided labor,materials and equipment relating to the Work. § 9.4 CERTIFICATES FOR PAYMENT § 9.4.1 The Architect will,within seven days after receipt of the Contractor's Application for Payment,either issue to the Owner a Certificate for Payment,with a copy to the Contractor,for such amount as the Architect determines is properly due, or notify the Contractor and Owner in writing of the Architect's reasons for withholding certification in whole or in part as provided in Section 9.5.1. § 9.4.2 The issuance of a Certificate for Payment will constitute a representation by the Architect to the Owner, based on the Architect's evaluation of the Work and the data comprising the Application for Payment,that,to the best of the Architect's knowledge, information and belief,the Work has progressed to the point indicated and that the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion,to results of subsequent tests and inspections,to correction of minor deviations from the Contract Documents prior to completion and to specific qualifications expressed by the Architect. The issuance of a Certificate for Payment will further Inst. AIA Document A201 TM—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 28 reproduction or distribution of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 13:36:35 on 11/03/2015 under Order No.4494594925_1 which expires on 09/02/2016,and is not for resale. User Notes: (2054174800) constitute a representation that the Contractor is entitled to payment in the amount certified.However,the issuance of a Certificate for Payment will not be a representation that the Architect has(1)made exhaustive or continuous on-site inspections to check the quality or quantity of the Work,(2)reviewed construction means,methods, techniques,sequences or procedures,(3)reviewed copies of requisitions received from Subcontractors and material suppliers and other data requested by the Owner to substantiate the Contractor's right to payment,or(4)made examination to ascertain how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. § 9.5 DECISIONS TO WITHHOLD CERTIFICATION § 9.5.1 The Architect may withhold a Certificate for Payment in whole or in part,to the extent reasonably necessary to protect the Owner,if in the Architect's opinion the representations to the Owner required by Section 9.4.2 cannot be made. If the Architect is unable to certify payment in the amount of the Application,the Architect will notify the Contractor and Owner as provided in Section 9.4.1. If the Contractor and Architect cannot agree on a revised amount,the Architect will promptly issue a Certificate for Payment for the amount for which the Architect is able to make such representations to the Owner.The Architect may also withhold a Certificate for Payment or,because of subsequently discovered evidence,may nullify the whole or a part of a Certificate for Payment previously issued,to such extent as may be necessary in the Architect's opinion to protect the Owner from loss for which the Contractor is responsible,including loss resulting from acts and omissions described in Section 3.3.2,because of .1 defective Work not remedied; .2 third party claims filed or reasonable evidence indicating probable filing of such claims unless security acceptable to the Owner is provided by the Contractor; .3 failure of the Contractor to make payments properly to Subcontractors or for labor,materials or equipment; .4 reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; .5 damage to the Owner or a separate contractor; .6 reasonable evidence that the Work will not be completed within the Contract Time,and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; or .7 repeated failure to carry out the Work in accordance with the Contract Documents. § 9.5.2 When the above reasons for withholding certification are removed,certification will be made for amounts previously withheld. § 9.5.3 Notwithstanding any provision contained within this Article,if the Work has not attained Substantial Completion or Final Completion by the required dates,subject to extensions of time allowed under these Conditions, then Architect may withhold any further payment to Contractor to the extent necessary to preserve sufficient funds to complete the construction of the Project and to cover liquidated damage.The Owner shall not be deemed in default by reason of withholding such payment. § 9.6 PROGRESS PAYMENTS § 9.6.1 After the Architect has issued a Certificate for Payment,the Owner shall make payment in the manner and within the time provided in the Contract Documents,and shall so notify the Architect. § 9.6,2 The Contractor shall pay each Subcontractor no later than seven days after receipt of payment from the Owner the amount to which the Subcontractor is entitled,reflecting percentages actually retained from payments to the Contractor on account of the Subcontractor's portion of the Work. The Contractor shall,by appropriate agreement with each Subcontractor,require each Subcontractor to make payments to Sub-subcontractors in a similar manner. § 9.6.3 The Architect will,on request,furnish to a Subcontractor,if practicable, information regarding percentages of completion or amounts applied for by the Contractor and action taken thereon by the Architect and Owner on account of portions of the Work done by such Subcontractor. § 9.6.4 The Owner has the right to request written evidence from the Contractor that the Contractor has properly paid Subcontractors and material and equipment suppliers amounts paid by the Owner to the Contractor for subcontracted Work. If the Contractor fails to furnish such evidence within seven days,the Owner shall have the AIA Document A201Tm—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Init. Institute of Architects.All rights reserved.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 29 reproduction or distribution of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 13:36:35 on 11/03/2015 under Order No.4494594925_1 which expires on 09/02/2016,and is not for resale. User Notes: (2054174800) right to contact Subcontractors 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,except as may otherwise be required by law. § 9.6.5 Contractor payments to material and equipment suppliers shall be treated in a manner similar to that provided in Sections 9.6.2,9.6.3 and 9.6.4. § 9.6.6 A Certificate for Payment,a progress payment,or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the Contract Documents. § 9.6.7 Payments received by the Contractor for Work properly performed by Subcontractors or materials properly provided by suppliers shall be held by the Contractor for those Subcontractors or suppliers who performed Work or furnished materials,or both,under contract with the Contractor of which payment was made by the Owner. § 9.7 FAILURE OF PAYMENT If the Architect does not issue a Certificate for Payment,through no fault of the Contractor,within seven days 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,then the Contractor may,upon seven additional days'written notice to the Owner and Architect, stop the Work until payment of the amount owing has been received. The Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Contractor's reasonable costs of shut-down, delay and start-up,plus interest as provided for in the Contract Documents. §9.7.1 If the Owner is entitled to reimbursement or payment from the Contractor under or pursuant to the Contract Documents,then 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 to Owner,or the Owner incurs any costs and expense to cure any default of the Contractor or to correct defective Work,pursuant to the Contract,the Owner shall have an absolute right to offset such amount against the Contract Sum and,in the Owner's sole discretion and without waiving any other remedies,subject to the dispute resolution procedures set forth herein,may elect either to: .1 deduct an amount equal to that which the Owner is entitled from any payment then or thereafter due to Contractor from the Owner, or .2 issue a written notice to the Contractor reducing the Contract Sum by an amount equal to that which the Owner is entitled. § 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 use. § 9.8.2 When the Contractor considers that the Work,or a portion thereof which the Owner agrees to accept separately, is substantially complete,the Contractor shall prepare and submit to the Architect a comprehensive list of items to be completed or corrected prior to final payment. 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. § 9.8.3 Upon receipt of the Contractor's list,the Architect will make an inspection to determine whether the Work or designated portion thereof is substantially complete. If the Architect's inspection discloses any item,whether or not included on the Contractor's list,which is not sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use,the Contractor shall,before issuance of the Certificate of Substantial Completion,complete or correct such item upon notification by the Architect. In such case,the Contractor shall then submit a request for another inspection by the Architect to determine Substantial Completion. Init. AIA Document A201 TM—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 3n reproduction or distribution of this AIA® Document,or any portion of it,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 13:36:35 on 11/03/2015 under Order No.4494594925 1 which expires on 09/02/2016,and is not for resale. — User Notes: (2054174800) §9.8.3.1 The Architect will perform no more than two(2)inspections to determine whether the Work or a designated portion thereof has attained Substantial Completion in accordance with the Contract Documents. The Owner is entitled to reimbursement from the Contractor for amounts paid to the Architect for any additional inspections. § 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,shall establish responsibilities of the Owner and Contractor for security,maintenance,heat,utilities,damage to the Work and insurance,and shall fix the time within 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. § 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 such Certificate.Upon such acceptance and consent of surety, if any,the Owner shall make payment of retainage applying to such Work or designated portion thereof. Such payment shall be adjusted for Work that is incomplete or not in accordance with the requirements of the Contract Documents. §9.8.5.1 The application for payment to release retainage will not be approved by the Architect until the completed and corrected closeout documents are provided to the Architect by the Contractor. Closeout documents shall be delivered to the Architect under conditions and times set forth in the General Requirements of the Specifications. §9.8.6 Notwithstanding any provision contained within this Article,if the work has not attained Substantial Completion with the contract time,subject to extensions of time allowed under these Conditions,Architect may withhold any further payment to Contractor to the extent necessary to preserve sufficient funds to complete the construction of the Project and to cover liquidated damages assessed against Contractor up to the time of Application for Payment and to the time it is reasonably anticipated that Substantial Completion will be achieved. § 9.9 PARTIAL OCCUPANCY OR USE § 9.9.1 The Owner may occupy or use any completed or partially completed portion of the Work at any stage when such portion is designated by separate agreement with the Contractor,provided such occupancy or use is consented to by the insurer as required under Section 11.3.1.5 and 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. § 9.9.2 Immediately prior to such partial occupancy or use,the Owner,Contractor and Architect shall jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. § 9.9.3 Unless otherwise agreed upon,partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Contract Documents. § 9.10 FINAL COMPLETION AND FINAL PAYMENT § 9.10.1 Upon receipt of the Contractor's written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment,the Architect will promptly make such inspection and,when the Architect finds the Work acceptable under the Contract Documents and the Contract fully performed,the Architect will promptly issue a final Certificate for Payment stating that to the best of the Architect's knowledge, information AIA Document A201 TM—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Init. Institute of Architects.All rights reserved.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 31 reproduction or distribution of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 13:36:35 on 11/03/2015 under Order No.4494594925_1 which expires on 09/02/2016,and is not for resale. User Notes: (2054174800) and belief,and on the basis of the Architect's on-site visits and inspections,the Work has been completed in accordance with terms and conditions of 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. §9.10.1.1 The Architect will perform no more than two(2)inspection to determine whether the Work or a designated portion thereof has attained Final Completion in accordance with the Contract Documents. The Owner is entitled to reimbursement from the Contractor for amounts paid to the Architect for any additional inspections. § 9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to the Architect(1)an affidavit that payrolls,bills for materials and equipment,and other indebtedness connected with the Work for which the Owner or the Owner's property might be responsible or encumbered(less amounts withheld by Owner)have been paid or otherwise satisfied,(2)a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be canceled or allowed to expire until at least 30 days'prior written notice has been given to the Owner,(3)a written statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents,(4)consent of surety, if any,to final payment and(5),if required by the Owner,other data establishing payment or satisfaction of obligations, such as receipts,releases and waivers of liens,claims,security interests or encumbrances arising out of the Contract,to the extent and in such form as may be designated by the Owner. If a Subcontractor refuses to furnish a release or waiver required by the Owner,the Contractor may furnish a bond satisfactory to the Owner to indemnify the Owner against such lien. If such lien 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 such lien,including all costs and reasonable attorneys' fees. § 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 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 surety to payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Contractor to the Architect prior to certification of such payment. Such payment shall be made under terms and conditions governing final payment, except that it shall not constitute a waiver of claims. § 9.10.4 The time of completion is the essence of this Contract. Should the Contractor fail to reach Substantial Completion of the Project within the time required by the Contract Documents,plus any additional time allowed by the Owner,Contractor shall pay, or there shall be deducted from any amounts due and owing to Contractor,plus any additional time allowed by the Owner. The making of final payment shall constitute a waiver of Claims by the Owner except those arising from .1 liens,Claims,security interests or encumbrances arising out of the Contract and unsettled; .2 failure of the Work to comply with the requirements of the Contract Documents;or .3 terms of special warranties required by the Contract Documents. § 9.10.5 Acceptance of final payment by the Contractor,a Subcontractor or material supplier shall constitute a waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled at the time of final Application for Payment. ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY § 10.1 SAFETY PRECAUTIONS AND PROGRAMS The Contractor shall be responsible for initiating,maintaining and supervising all safety precautions and programs in connection with the performance of the Contract. Init. AIA Document A201 TM'—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 32 reproduction or distribution of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to / the maximum extent possible under the law.This document was produced by AIA software at 13:36:35 on 11/03/2015 under Order No.4494594925 1 which expires on 09/02/2016,and is not for resale. — User Notes: (2054174800) § 10.2 SAFETY OF PERSONS AND PROPERTY § 10.2.1 The Contractor shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage,injury or loss to .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 or the Contractor's Subcontractors or Sub-subcontractors;and .3 other property at the site or adjacent thereto,such as trees, shrubs,lawns,walks,pavements, roadways,structures and utilities not designated for removal,relocation or replacement in the course of construction. § 10.2.2 The Contractor shall comply with and give notices required by applicable laws, statutes,ordinances,codes, rules and regulations,and lawful orders of public authorities bearing on safety of persons or property or their protection from damage,injury or loss. § 10.2.3 The Contractor shall erect and maintain,as required by existing conditions and performance of the Contract, reasonable safeguards for safety and protection,including posting danger signs and other warnings against hazards, promulgating safety regulations and notifying owners and users of adjacent sites and utilities. § 10.2.4 When use or storage of explosives or other hazardous materials or equipment or unusual methods are necessary for execution of the Work,the Contractor shall exercise utmost care and carry on such activities under supervision of properly qualified personnel. § 10.2.5 The Contractor shall promptly remedy damage and loss(other than damage or loss insured under property insurance required by the Contract Documents)to property referred to in Sections 10.2.1.2 and 10.2.1.3 caused in whole or in part by the Contractor,a Subcontractor,a Sub-subcontractor,or anyone directly or indirectly employed by any of them,or by anyone for whose acts they may be liable and for which the Contractor is responsible under Sections 10.2.1.2 and 10.2.1.3,except damage or loss 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 the fault or negligence of the Contractor. The foregoing obligations of the Contractor are in addition to the Contractor's obligations under Section 3.18. § 10.2.6 The Contractor shall designate a responsible member of the Contractor's organization at the site whose duty shall be the prevention of accidents.This person shall be the Contractor's superintendent unless otherwise designated by the Contractor in writing to the Owner and Architect. § 10.2.7 The Contractor shall not permit any part of the construction or site to be loaded so as to cause damage or create an unsafe condition. § 10.2.8 INJURY OR DAMAGE TO PERSON OR PROPERTY If either party suffers injury or damage to person or property because of an act or omission of the other party,or of others for whose acts such party is legally responsible,written notice of such injury or damage,whether or not insured,shall be given to the other party within a reasonable time not exceeding 21 days after discovery. The notice shall provide sufficient detail to enable the other party to investigate the matter. § 10.3 HAZARDOUS MATERIALS § 10.3.1 The Contractor is responsible for compliance with any requirements included in the Contract Documents regarding hazardous materials. If the Contractor encounters a hazardous material or substance not addressed in the Contract Documents and if reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance,including but not limited to asbestos or polychlorinated biphenyl (PCB),encountered on the site by the Contractor,the Contractor shall,upon recognizing the condition,immediately stop Work in the affected area and report the condition to the Owner and Architect in writing. § 10.3.2 Upon receipt of the Contractor's written notice,the Owner shall obtain the services of a licensed laboratory to verify the presence or absence of the material or substance reported by the Contractor and,in the event such material or substance is found to be present,to cause it to be rendered harmless. Unless otherwise required by the Contract Documents,the Owner shall furnish in writing to the Contractor and Architect the names and qualifications AIA Document A201 TM—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Init. Institute of Architects.All rights reserved.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 33 reproduction or distribution of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 13:36:35 on 11/03/2015 under Order No.4494594925_1 which expires on 09/02/2016,and is not for resale. User Notes: (2054174800) of persons or entities who are to perform tests verifying the presence or absence of such material or substance or who are to perform the task of removal or safe containment of such 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,the Contract Time shall be extended appropriately and the Contract Sum shall be increased in the amount of the Contractor's reasonable additional costs of shut-down,delay and start-up. § 10.3.3 To the fullest extent permitted by law,the Owner shall indemnify and hold harmless the Contractor, Subcontractors,Architect,Architect's consultants and agents and employees of any of them from and against claims,damages,losses and expenses,including but not limited to attorneys' fees, arising out of or resulting from performance of the Work in the affected area if in fact the material or substance presents the risk of bodily injury or death as described in Section 10.3.1 and has not been rendered harmless,provided that such claim,damage,loss or expense is attributable to bodily injury,sickness,disease or death,or to injury to or destruction of tangible property (other than the Work itself), except to the extent that such damage,loss or expense is due to the fault or negligence of the party seeking indemnity. § 10.3.4 The Owner shall not be responsible under this Section 10.3 for materials or substances the Contractor brings to the site unless such materials or substances are required by the Contract Documents.The Owner shall be responsible for materials or substances required by the Contract Documents,except to the extent of the Contractor's fault or negligence in the use and handling of such materials or substances. § 10.3.5 The Contractor shall indemnify the Owner for the cost and expense the Owner incurs(1)for remediation of a material or substance the Contractor brings to the site and negligently handles,or(2)where the Contractor fails to perform its obligations under Section 10.3.1, except to the extent that the cost and expense are due to the Owner's fault or negligence. § 10.3.6 If,without negligence on the part of the Contractor,the Contractor is held liable by a government agency for the cost of remediation of a hazardous material or substance solely by reason ofp erformin Work required b g as re q Y the Contract Documents,the Owner shall indemnify the Contractor for all cost and expense thereby incurred. § 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 on account of an emergency shall be determined as provided in Article 15 and Article 7. ARTICLE 11 INSURANCE AND BONDS § 11.1 CONTRACTOR'S LIABILITY INSURANCE § 11.1.1 The Contractor shall (Paragraphs deleted) not commence work under this Agreement until he has obtained all insurance required under this paragraph and the insurance has been approved by the Owner,nor shall the Contractor allow any Subcontractor to commence work under this Contract unless contractor's insurance covers the acts of the subcontractor or all similar insurance of the Subcontractors has been obtained and approved. (Paragraphs deleted) §11.1.2 The Contractor shall procure and maintain during the term of this Contract such Liability Insurance as shall protect him,the Owner,and any Subcontractor performing work covered by the Contract,from claims of damage which may arise from operations under the Contract,including blasting,when blasting is done on,or in connection with the Work,whether the operations by the Contractor or by a Subcontractor or by anyone directly or indirectly employed by either of them,and the limits of the insurance shall be not less than the following: .1 Automobile Liability: $1,000,000.00 each accident or reasonably equivalent split limits for bodily injury and property damage. Cover shall be on "any auto" including leased,hired,owned,non-owned and borrowed vehicles used in connection with the Contract. Init. AIA Document A201 TM—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Institute of Architects.All rights reserved.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 34 reproduction or distribution of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to t the maximum extent possible under the law.This document was produced by AIA software at 13:36:35 on 11/03/2015 under Order No.4494594925 1 which expires on 09/02/2016,and is not for resale. User Notes: (2054174800) .2 Comprehensive General Liability: $1,000,000.00 each occurrence,coverage under the policy shall be as comprehensive as that provided in a current Insurance Services Office(ISO)policy form approved for use in Texas and the policy shall have no exclusions by endorsement unless they are approved by the Owner. Consequential damage due to faulty workmanship shall be covered. Liability insurance shall include all major division of coverage, including: Premises-Operations(including XCU) Products and completed operation Contractual-including specified provision for the Contractor's obligations under Paragraph 3.18 Owner,non-owned and hired motor vehicles Broad form coverage for property damage,including operations .3 Umbrella Liability Insurance: $1,000,000 Limit: Coverage under this policy shall provide Excess Liability Protection over the"underlying"Liability Insurance IE: General Liability,Employeer's Liability and Commercial Automobile Liability. (Paragraph deleted) §11.1.3 The Contractor shall procure and maintain at all times during the term of this Contract,Builder's Risk Insurance against the perils of fire,lighting,windstorm,hurricane,hail,riot,explosion,civic commotion,smoke, aircraft,land vehicles,vandalism,and malicious mischief,at a Iii-nit of$2,000,000.00. The Owner shall pay the cost of the premium for the Builder's Risk Insurance. The policy shall include coverage for flood and earthquake and for materials and supplies while in transit and while being stored on or off site. Different sublimits for these coverages shall be approved by the Owner. Upon completion of the Work,the Contractor shall notify the Owner in writing before terminating this insurance. (Paragraph deleted) §11.1.4 Worker's Compensation Insurance Coverage 11.1.4.1 Definitions: Certificate of coverage("certificate")-A copy of a certificate of insurance,a certificate of authority to self-insure issued by the commission,or a coverage agreement(TWCC-81,TWCC-82,TWCC-83 or TWCC-84),showing statutory workers'compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project-includes the time from the beginning of the work on the project until the Contractor's/person's work on the project has been completed and accepted by the Owner. Persons providing services on the project("subcontractor"in Sec. 406.096)-includes all persons or entities performing all or part of the services the Contractor has undertaken to perform on the project,regardless of whether that person contracted directly with the Contractor and regardless of whether that person has employees. This includes,without limitation,independent Contractors,Subcontractors,leasing companies,motor carriers, owner-operators,employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include,without limitation,providing,hauling,or delivering equipment or materials, or providing labor,transportation, or other service related to a project. "Services" does not include activities unrelated to the project,such as food/beverage vendors, office supply deliveries,and delivery of portable toilets. 11.1.4.2 The Contractor shall provide coverage,based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements,which meets the statutory requirements of Texas Labor Code Section 401.011 (44)for all employees of the Contractor providing services on the project,for the duration of the project. 11.1.4.3 The Contractor must provide a certificate of coverage to the Owner prior to being awarded to Contract. Contractor's and Subcontractors' certificates shall comply with Chapter 1811 of the Texas Insurance Code. 11.1.4.4 If the coverage period shown on the Contractor's current certificate of coverage ends during the duration of the project,the Contractor must,prior to the end of the coverage period,file a new certificate of coverage with the Owner showing that coverage has been extended. 11.1.4.5 The Contractor shall obtain from each person providing services on a project,and provide to the Owner: AIA Document A201 TM—2007.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997 and 2007 by The American Init. Institute of Architects.All rights reserved.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 35 reproduction or distribution of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 13:36:35 on 11/03/2015 under Order No.4494594925_1 which expires on 09/02/2016,and is not for resale. User Notes: (2054174800)