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ST0701-CN090615
4. .. -. ?~ ® TY Document A101 - 2007 Standard Form of Agreement Between Owner and Contractor where the basis of payment is a Stipulated Sum AGREEMENT made as of the Fifteenth day of June in the year Two Thousand Nine (In words, indicate day, month and year) ADDITIONS AND DELETIONS: BETWEEN the Owner: The author of this document has added information needed for its (Name, legal status, address and other information) completion. The author may also have revised the text of the original PW Commerce Center, L.P., a Texas limited partnership AIA standard form. An Additions and 15350 S.W: Sequoia Parkway, #300 Deletions Report that notes added Portland, OR 97224. information as well as revisions to Telephone Number: (503) 624-6300 the standard form text is available Fax Number: (503) 624-7755 from the author and should be reviewed. A vertical line in the left and the Contractor: margin of this document indicates (Name, legal status, address and other information) where the author has added necessary information and where L.H Lacy. Company Ltd the author has added to or deleted 1880 Crown Road from the original AIA text. Dallas, TX 75234 This document has important legal PO Box.541297 consequences. Consultation with an Dallas, TX 75354- attorney is encouraged with respect to its completion or mod cation. for the following Project: (Name, location and detailed description) AIA Document A201 ~""-2007, General Conditions of the Contract Southwestern Blvd from Grapevine Creek to Beltline RoadSouthwestern Blvd from for Construction, is adopted in this Grapevine Creek to South Coppell Road document by reference. Do not use Construction of Road and Bridge -Southwestern Blvd with other general conditions unless this document is modified. The Architect: (Name, legal status, address and other information) HalffAssociates, Inc., 1201 North- Bowser Road Richardson, TX 75081 Telephone Number: (214) 346-6200 Fax Number: (214) 739-0095 1fie Owner and Contractor agree as follows. This contract involves road, utility and bridge construction and the consultant who is the author of the Drawings, Specifications and other Construction Documents is an Engineering firm. Wherever the term "Architect" is used in this Contract it is deemed to mean "Engineer" Init AIA Document A101 ^' - 2007. Copyright ®1915, 1918, 1925, 10 37, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 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 resuk in severe dvil and criminal penakies, and will be prosecuted to the t maximum extent possible under the law. This document was produced by AIA software at 14:11:21 on 08/04/2009 under Order No.0423681847 1 which e~ires on 06/13/2010, and is not /or resale. - User Notes: (1144022596) TABLE OF ARTICLES 1 THE CONTRACT DOCUMENTS 2 THE WORK OF THIS CONTRACT 3 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION 4; CONTRACT SUM' 5 PAYMENTS 6 DISPUTE RESOLUTION 7 TERMINATION OR SUSPENSION 8 MISCELLANEOUS PROVISIONS 9 ENUMERATION OF CONTRACT DOCUMENTS 10 INSURANGE`AND BONDS ARTICLE 1; THE CONTRACT DOCUMENTS The Contrail Documents consist of this Ageement, Conditions of the Contrail (General, Supplementary and other Conditions),. Drawings; Specifications, Addenda issued prior to execution of this Ageement, other documents listed in this Ageement and Modifications issued after execution of this Ageement, all of which form the Contrail, and areas fully"a part of the Contract as if attached to this Ageement or repeated herein. The Contract represents the entire. and integrated agreement between the parties hereto and supersedes prior negotiations, representations or ageements, either written or oral. An enumeration of the Contract Documents, other than a Modification, appears in Article 9. ARTICLE 2 THE WORK OF THIS CONTRACT The Contractor shall fillly execute the Work described in the Contract Documents, except as specifically indicated in the Contract Documents to be the responsibility of others. § 2.1 The Contractor Accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner to cooperate with the Architect and exercise the Contractor's skill and judgment in furthering the interest of the Owner; to furnish efficient business administration and supervision; to furnish at all times and adequate supply of workers and materials; and to perform the Work in an expeditious and economical manner consistent with the Owner's interest. The Owner agees to provide, in a timely manner, information required by the Contractor and to make payments to the Contractor in accordance with the Contrail Documents. The Contractor acknowledges that upon completion of the Work, the Project shall be sold to the City of Coppell, Texas (the "City") in accordance with the terms and conditions of a certain Purchase Ageement (the "Purchase Ageement") entered into between the Owner and City dated August 28, 2008. Accordingly, the Owner may require that the Contractor famish certain information relative to costs of the Project to the City in accordance with the requirements of the Purchase Ageement, and the Contractor may be required to meet certain standards for material testing and special inspections applicable to certain portions of the Project as required by the City. The term -"Ovine[" is used to designate the Contracting Party, PW Commerce Center, L.P., a Texas limited partrlership, and not to infer that the Contracting Party is the owner of all of the land or improvements on which or adjacent to which the Project is to be built. The Owner of the public improvements will be the City of Coppell, Texas. ARTICLE 3 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION § 3.1 The date of commencement of the Work shall be the date of this Ageement unless a different date is stated below or provision is made for the date to be fixed in a notice to proceed issued by the Owner. Itllt. AIA Document A101 "' - 2007. Copyright ®1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 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 k, may result in severe civil and criminal penalties, and will De prosecuted to the ~ maximum extent possible under the law. This document was produced by AIA software at 14:11:21 on 08/04/2009 under Order No.0423581847_1 which expires on 06!13!2010, and is not for resale. User Notes: (1144022598) (Insert the date of commencement if it differs from the date of this Agreement or, if applicable, state that the date will be fviced in a notice to proceed.) The commencement date shall be 31r}y~$-z~99'} ~`~~"`S~ 1~+~~~'~ ~~ If, prior to the commencement of the Work, the Owner requires time to file mortgages and other security interests, the Owner's time requirement shall be as follows: Not Applicable. § 3.2 The Contract Time shall be measwed from the date of commencement. § 3.3 The Contractor shall achieve Substantial Completion of the entire Work not later than ( )days from the date of commencement, or as follows: (Insert number of calendar days- Alternatively, a calendar date may be used when coordinated with the date of commencement. If appropriate, insert requirements for earlier Substantial Completion of certain portions of the Work.) ¢c~/L The Contractor shall achieve Substantial Completion not later than~9i"6 ~ ~~ ~~r ~~~~ Portion of Work Substantial Completion Date subject to adjustments of this Contract Time as provided in the Contract Documents. (Insert provisions, if any, for liquidated damages relating to failure to achieve Substantial Completion on time or for bonus payments for early completion of the Work) ARTICLE 4 CONTRACT SUM § 4.1 The Owner shall pay the Contractor the Contract Sum in current funds for the Contractor's performance of the Contract. The Contract Sum shall be a total of Two Million Seven Hundred Eighty Thousand Ninety Two and 76/100 Dollars ($ 2,780,092.76 ), subject to additions and deductions as provided in the Contract Documents. The Contract consists of two phases as follows: Southwestern Blvd from Coppell Rd. to Grapevine Creek (includes bridge) - $1,337,382.56 Station 0+00 -Station 15+13 -Project # AVO-25816 Southwestern Blvd from Grapevine Creek to Belt Line Road - $1,442,710.20 Station 15+13 -Station 38+00 -Project # AVO-24372 Each of the above listed phases is covered by a separate Schedule of Values and each project is to be billed separately using separate Applications for Progress Payments. § 4.2 The Contract Sum is based upon the following alternates, if any, which are described in the Contract Documents and are hereby accepted by the Owner: (State the numbers or other identification of accepted alternates. If the bidding or proposal documents permit the Owner to accept other alternates subsequent to the execution of this Agreement, attach a schedule of such other alternates showing the amount for each and the date when that amount expires.) Not Applicable § 4.3 Unit prices, if any: Listed on Exhibits A and A1. (Identify and state the unit price; state quantity limitations, if any, to which the unit price will be applicable.) Item Units and Limitations Price Per Unit ($ 0.00 Init AIA Document A101 T"' - 2007. Copyright ®1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIAo 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 t maximum extent possible under the law. This document was produced by AIA software at 14:11:21 on 08/04/2009 under Order No.0423581647_1 which e~iires on 0 611 3/20 1 0, and is not for resale. User Notes: (1144022598) § 4.4 Allowances included in the Contract Sum, if any: Not Applicable (Identify allowance and state exclusions, if arty, from the allowance price.) Item Price .ARTICLE 5 PAYMENTS § 5.1 PROGRESS PAYMENTS 5.1.1 Based upon Applications for Payment submitted to the Architect by the Contractor and Certificates for Payment issued by the Architect, the Owner shall make progress payments on account of the Contract Sum to the Contractor as provided below and elsewhere in the Contract Documents. § 5.1.2 The period covered.by each Application for Payment shall be one calendar month ending on the last day of the month, or as follows: . § 5.1.3 Provided-that an Application for Payment is received by the Owner and the Architect not later than the last day of a month; the Owner- shall make payment of the certified amount to the Contractor not later than the twentieth day of the following month:lf an Application for Payment is received by the Architect after the application date fixed above, payment shall: be made by the Owner not later than twenty (20) days after the Architect receives the .Application for Payment. ..(Federal, state or locbl laws may require payment within a certain period of time.) 5.1.4 Each Application for. Payment shall be based on the most recent schedule of values submitted by the Contractor in accordance with the Contract Documents. The schedule of values shall allocate the entire Contract Sum among the various portions of the Work. The schedule of values shall be 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. § 5.1.5 Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of the period covered by t}ie Application for Payment. § 5.1.6 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 Contract Sum properly allocable to completed Work as determined by multiplying the percentage completion of each portion of the Work by the share of the Contract Sum allocated to that portion of the Work in the schedule of values, less retainage of Five percent (5.00% ). Pending final" .determination of cost to the Owner of changes in the Work, amounts not in dispute shall be included as provided in Section 7.3.9 of AIA Document AZO1T*'-2007, General Conditions of the Contrail_for Construction; .2 Add that portion of the Contract Sum properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the completed construction (or, if approved in advance by the Owner, suitably stored offthe site at a location agreed upon in writing), less retainage of Five percent (5.00% ); .3 Subtract the aggregate of previous payments made by the Owner; and .4 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. .5 The provisions of the COG Public Works Standards Division 100 (defined in Section 9.1 hereof) shall control with respect to retainage. § 5.1.7 The progess payment amount determined in accordance with Section S.l .6 shall be further modified under the following circumstances: .1 Add, upon Substantial Completion of the Work, a sum sufficient to increase the total payments to the full amount of the Contrail Sum, less such amounts as the Architect shall determine for incomplete Work, retainage applicable to such work and unsettled claims; and AIA Document A101 T" - 2007. Copyright ®1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997 and 2007 by The American ~nlt. 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 lt. may result in severe civil and criminal penalties, and will be prosecuted to the t maximum extent possible under the law. This document was produced by AIA software at 14:11:21 on 08/04/2009 under Order No.0423581847 1 which e~ires on 06/13/2010, and is nol for resale. - UserNotes: (1144022598) (Section 9.8.5 of AIA Document A201 2DD7 requires release of applicable retainage upon Substantial Completion of Work with consent of surety, if atry.) Add, if final completion of the Work is thereafter materially delayed through no fault of the Contractor, any additional amounts payable in accordance with Section 9.10.3 of AIA Document A201-2007. § 5.1.8 Reduction or limitation of retainage, if any, shall be as follows: (If it is intenders; prior to Substantial Completion of the entire Worh to reduce or limit the retainage resulting from the percentages inserted in Sections 5.1.6.1 and S_ 1.6.2 above, and this is not explained elsewhere in the Contract . Documents, insert here provisions for such reduction or limitation) Except with Owner's-prior approval, payments to Subcontractors shall be subject to retainage of not less than five percent (5%). The Ownerand the Contractor shall agree upon a mutually acceptable procedure for review and approval of payments and retention for Subcontractors. Without limiting the generality of the foregoing, Owner and Contractor agree that retainage held against Subcontractors having fully performed their portion of the Work significantly in advance of the Substantial Completion Date shall be paid and released to those Subcontractors following final completion.and satisfactory inspection of their respective portions of the Work so long as the provisions of the COG Public-Works Standards Division 100 are followed. § 5.1.9 Except with the Owner's prior approval, the Contractor shall not make advance payments to suppliers for materials or equipment which have not been delivered and stored at the site. § 5.2 FINAL PAYMENT § 5.2.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Contractor when .1 the Contractor has fully performed the Contract except for the Contractor's responsibility to correct Work as provided in Section 12.2.2 of AIA Document A201-2007, and to satisfy other requirements, ifany, which extend beyond final payment; and .2 The City ofCoppell has approved the Project as complete and agreed that final payment is authorized. .3 a final- Certificate for Payment has been issued by the Architect. .4 the Contractor has provided to the City "as built" plans relative to the Work as may be required by applicable ordinances of the City, and the Contractor has provided the City with atwo-year maintenance bond for the improvements comprising the Project, in form satisfactory to the City and meeting all City requirements including amount as a percentage of project cost. .5 All other provisions of Section 109.5.4 of the COG Public Works Standards Division 100 are satisfied in every respect. I § 5.2.2 The Owner's final payment to the Contractor shall be made no later than 30 days after the criteria set forth in Section 5.2:1 above have been met. ARTICLE 6 DISPUTE RESOLUTION § 6.1 (Paragraphs. deleted) Subparagraph not used. § 6.2 BINDING DISPUTE RESOLUTION For any Claim subject to, but not resolved by, mediation pursuant to Section 15.3 of AIA Document A201-2007, the method of binding dispute resolution shall be as follows: (Check the appropriate box. If the Owner and Contractor do not select a method of binding dispute resolution below, or do not subsequently agree in writing to a binding dispute resolution method other than litigation, Claims wilt be resolved by litigation in a court of competent jurisdiction.) AIA Document A101 ° - 2007. Copyright ®1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997 and 2007 by The American IOrt- Institute of Architects. Ail rights reserved. WARNING: This AIA° Document is protected by V.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 t maximum extent possible under the law. This document was produced by AIA software at 14:11:21 on D8/0412009 under Order No.0423581047_1 which expires on 06/13/2010, and is not for relate. User Notes: (1144022598) [ X ] Arbitration pwsuant to Section 15.4 of AIA Document A201-2007 [ ] Litigation in a court of competent jurisdiction [ ] Other (Specify) ARTICLE 7 TERMINATIQN OR SUSPENSION § 7.1 The Contract may be terminated by the Owner or the Contractor as provided in Article 14 of AIA Document A201-2007. § 7.2 The Work may be suspended by the Owner as provided in Article 14 of AIA Document A201-2007. ARTICLE 8 MISCELLANEOUS PROVISIONS § 8.1 Where reference is made in this Agreement to a provision of AIA. Document A201-2007 or another Contract Document, the reference refers. to that provision as amended or supplemented by other provisions of the Contract Documents. § 8.2 Payments due and unpaid under the Contract shall bear interest from the date payment is due at the rate stated below, or in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located. (Insert rate of interest agreed upon, if arry.) ~' .Eight percent (8.00%) per annum. § 8.3 The Owner's representative: (Name, address and other information) J. Benjamin Chessar Telephone # - (503) 624-6300 Facsimile # - (503) 624-7755 15350 SW Sequoia Parkway, Suite 300 Portland, OR 97224 Email Address: bencna,pactrust.com and/or Matthew H. Oyen Telephone # - (503) 624-6300 Facsimile # - (503) 624-7755 15350 S.W. Sequoia Parkway, Suite 300 Portland, OR 97224 Email Address: matto@pactrust.com § 8.4 The Contractor's representative: (Name, address and other information) Ron Murawski Telephone# - (214) 357- 0146 Facsimile # - (214) 350-0662 1880 Crown Road Dallas, TX 75354 § 8.5 Neither the Owner's nor the Contractor's representative shall be changed without ten days written notice to the other party. § 8.6 Other provisions: init. AIA Document A101 T" - 2007. Copyright ®1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997 and 2007 by The American Institute of Architects. AIi rights reserved. WARNING: This AfA° Document is protected by U.S. Copyright Law and international Treaties. Unauthorized 6 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 t maximum extent possible under the law. This document was produced by AIA software at 14:11:21 on DS/04/2009 under Order No.0423581847_1 which expires on 06!13/2010, and is not for resale. User Notes: (1144022598) § 8.6.1 No additional or changed work shall proceed without a prior written Construction Change Directive, Change Order signed by the Owner which includes the scope of the Work, the price of the Work and the additional time required. Any additional costs or time incurred by Contractor without a prior written Change Order are waived by Contractor. §8.6.2 Insurance provisions are in A201-1997, Article 11, attached to this Contract. ARTICLE 9 ENUMERATION OF CONTRACT DOCUMENTS § 9.1 The Contract Documents, except for Modifications issued after execution of this Agreement, are enumerated in the sections below. Notwithstanding the provisions contained within this executed 2007 edition of the Standard Form of Agreement between Owner and Contractor, AIA Document A101-2007 and the 2007 edition of the General Conditions of the Contract for Construction, AIA Document A201-2007 (collectively "the Basic Contract") , wherever any conflict or ambiguity exists between the Basic Contract and the provisions of Division 100, General Provisions, of the Public Works Standards, North Central Texas, dated October of 2004, issued by the North Central-Texas Council of Governments (the "COG Public Works Standards Division 100") shall prevail and control. Aowever, the provisions of the immediately preceding sentence shall not apply to the following Sections of the 2007 edition of the General Conditions of the Contract for Construction, AIA Document A201-2007 and such Sections of the AIA Document A201-2007 shall prevail and control: • Section 3..18, Indemnification •: Section 11,1, Contractor's Liability Insurance (11.1.1 through 11.Lt7 • Section 13.7, Time Limits on Claims Artic1e,15 Claims and Disputes (entire article) § 9.1.1 The Agreement is this executed AIA Document A101-2007, Standard Form of Agreement Between Owner and Contractor. § 9.1.2 The General Conditions are AIA Document A201-2007, General Conditions of the Contract for Construction. §.9.1.3 The Supplementary and other Conditions of the Contract: Document Title Date Pages § 9.1.4 The Specifications: (Either list the Specifications here or refer to an exhibit attached to this Agreement.) Title of Specifications Exhibit: Exhibit C Section Title Date Pages § 9.1.5 The Drawings: (Either list the Drawings here or refer to an exhibit attached to this Ag»?ement.) I Title of Drawings Exhibit: Exhibit C Number Title Date § 9.1.6 The Addenda, if any: Number Date Pages Init. AIA Document A101 ^' - 2007. Copyright ®1915, 1918, 1925, 10 37, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 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 i4 may resuk in severe civil and criminal penakies, and wilt be prosecuted to the t maximum extent possible under the law. This document was produced by AIA software at 14:11:21 on 08/04/2009 under Order No.0423581847_t which e~ires on 06/13/2010, and is not for resale. User Notes: (1144022598) Portions of Addenda relating to bidding requirements are not part of the Contract Documents unless the bidding requirements are also enumerated in this Article 9. § 9.1.7 Additional documents, if any, forming part of the Contract Documents: ATA Document E201T'"-2007, Digital Data Protocol Exhibit, if completed by the parties, or the following: .2 Other documents, if any, listed below: (List here arty additional documents that are intended to form part of the Contract Documents. AL4 Document A201-2007 provides that bidding requirements such as advertisement or invitation to bic~ Instructions to Bidders, sample forms and the Contractor s bid are not part of the Contract Documents unless enumerated in thisAgreement. They should be listed here only if intended to be part of the Contract Documents.) .Exhibit A -Schedule of Values -Project AVO 25816 -List of Clarifications, Exclusions and Qualifications (if any). 13xhibit Al - Schedule of Values - Project AVO 24372 -List of Clarifications, Exclusions and Qual i fieati on s'(i f any). Exhibit B -General Contractor's Interim Affidavit and Lien Waiver Form. Exhibit B-1 =General Contractor's Final Affidavit and Lien Waiver Form. Exhibit B-2 -Subcontractor's Affidavit and Lien Waiver Form Exhibit C -List of Drawings and Specifications -Project AVO 25816 Exhibit CI -List of Drawings and Specifications -Project AVO 24372 ARTICLE 10 INSURANCE AND BONDS The Contractor shall purchase and maintain insurance and provide bonds as set forth in Article I 1 of AIA Document A201-2007. (State bonding requirements, if arty, and limits of liability for insurance required in Article / / ofAlA Document A201-2007.). Type of insurance or bond Limit of liability or bond amount ($ 0.00) See Article, l I of A201-2007 attached See Article I 1 of A201-2007 attached Inlt AIA Document A101 TM - 2007. Copyright ®1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977, 1987, 1991, 1997 and 2007 by The American Institute of Architects. Ali 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 penakies, and will be prosecuted to the t maximum extent possible under the taw. This document was proddced by AIA software at 14:11:21 on 08/04/2009 under Order No.0423581647_1 which expires on 06/13/2010, and is not for resale. User Notes: (1144022598) PROJECT: SOUTfiVVESTERN HLVO. FROM COPPELL RD. TO GRAPEVINE CREEK t1' B-B STA O+OD - STA 15113 AVO: 25816 iTEY NO. - ~ Oly DESCRIPTION QWKitTY l~iT Lacy Construction UNIT PRICE TOTAL 1A Mobi¢aGon t LS $107,400.00 $101, 2A Traffic Control (No T Signals) 1 LS $'10106.30 510,1 3A Strip' Includin Reflecfive Buttons as R tared 1 LS $8,509.40 56,509. 4A RigM of W Cfear"vr and t LS 546,690.04 546, 5A Remove Existing alt 3,61X1 SY $2.61 59. 6A Install Asphatl Pavement 95 SY 545.37 54,37Q7 7A 4' Thidc Reinforced Corrtxete Sidewalk 4,350 SF $3.13 $13,615 SA S Thidr Class C Reinforced Concrete 455 SY 534.38 515,642_ sA s' Thick Integral Curb 2,400 LF 51.00 $2.404 10A 8" Thidt Reinforced Concrete P 5,505 SY $33.86 $186,399 11A Lime Stabilized & Com acted Subgrade 6230 SY 51.37 58,535.10 12A drated Lime for Su rade 42 LBS/S 130 TN $13723 $17,639_ 13A dromulch Seed' 1 LS 57,258.03 57,258.03 14A Relocate Ex. Mailbox 6 FJ1 $596.20 $3,57720 15A Remove Ex. Trees 4 EA $269.30 $1,0772(1 16A Relocate Tratc Signs 4 FJ1 5433.60 51,734.40 17A Blodc Retaining Walls 90 LF 585.26 57,67520 18A Remove Ex. Conc. Rip Rap 345 SY $2.85 $98325 TOTAL 5447,1518 ITEM NO. ITEM DESCRIP'i10N QUANTITY UNIT Lacy Construction UNIT PRICE TOTAL 19A 1" Copper Pipe 770 LF $13.81 $10,633.70 20A 6" AWWA C9D0 DR18 Class 150 PVC Water 110 LF 523.20 $2,552.00 21A 8" AVWVA C900 DR18 Class 150 PVC Water 45 LF $23.61 $1,062.45 22A 12" AWWA C9D0 DR18 Class 150 PVC Water 1,205 LF 525.17 $30,329.85 23A Trench Safety 1,250 LF 5023 $267.50 24A Fire Hydrant 4 EA $2,484.00 59,936.00 25A 6" Gate Valve 4 FJi $656.66 52,627.44 26A B" Gate Valve 3 EA 5940.73 $2,822.19 27A 12" Gate Valve 3 EA E7,827.10 $5,481.30 28A 12"x12" Tap ing Sleeve & Valve 1 FA $4,32929 $4,32929 29A 24"x12" Tapping Sleeve & Valve 1 EA $2,420.68 $2,420.68 30A Ductile Iron Fittin s 2 TON 53,707.69 $7,415.38 31A Concrete Thrust Blockin & Backfill 4 CY $92.69 E37076 32A Testing 8 Chlorination 1 LS 51,184.14 $1,184.14 33A N Tesl Water S stem 0 lF $0.00 SO.00 34A 1" Water Service (Line 9 F~4 5601.65 $5,414.85 35A 1" Water Service (Connection) 9 EA $171.79 $1,546.11 36A Remove /Salvage Ex. Fire Hydrant 1 EA $286.99 $286.99 ToraL sas,,oo.63 ITEM NO. ITEM DESCRIPTION QUANTITY UNIT ~cY Construction UNIT PRICE TOTAL 37A 8" SDR26 PVC Wastewater Pie 1,070 LF $19.36 $20,715.20 38A 4' Diameter Cast-In-Place Manhoe 5 EA $2,293.60 $11,466.00 39A Conned to Fx. Manhole 1 FA $2,179.16 $2,179.16 40A Sewer Testing 1 LS 5695.19 $695.19 41A NTestSewer 1,070 LF $0.98 $1,046.60 42A Trench Safety 1,070 LF $0.23 $246.10 43A Wastewater Service 9 EA $629.37 $5,664.33 44A Abandon Ex. Manhole 4 EA $579.11 $2,316.44 TOTAL 544,333.02 ~ - . ITEM NO. ITEM DESCRIPTION QUANTITY UNIT Lacy Construction UN{T PRICE TOTAL 45A 12" SCH40 PVC 100 LF $26.46 $2,1146.00 46A 18" Class III RCP 10 LF $40.24 $402.40 47A 24' Class III RCP 730 LF 543.52 $31,769. 46A 36" Class III RCP 285 LF $77.85 $22,187.2 49A lnstaU Pi a Wyes 2 EA $289.66 5579.32 SOA 10' Standard Curb Inlet 3 LA $2,722.84 $8,168.5 51A 36" 7 pe B Headwall 1 F1~ $1,680.05 $1,680.0 52A 6' Storm Drain Manhole 1 EA $7,299.52 $7,299.5 53A 2' Thick TxDOT T pe A Rock Rip Rap w/ Filter Fabric 85 CY 5124.34 $10,568. 54A 8"-12" Rock Rip Rap (Common Stone w/Filter Fabric 6 CY $114.10 $664.6 SSA Trench Safe 1,020 LF 50.23 $234.60 56A Ditch Excavation 2,910 CY $1.52 $4,4232 57A Erosion Control (SWPPP) 1 LS $6,056.46 S6,058.4 TOTAL 596,702.44 EXHIBIT A 090710 Coppell to Grapvine Owner Proposal Form (2) • ITERtl NO- ITEM DESCRIPTION QUANTITY UNIT Lacy construction UNIT PRICE TOTAL SSA Drilled Shad Foundations (24' Diamet 264 LF $81.3D b2t, 59A Drilled Shag Foundations (30' D"iamete 120 LF 5140.92 516,418 60,4 Class C Concrete (Abutment 36 CY 5856.36 530,82896 61A Class C Concrete (Bent) 56 CY $747.96 $4t,88S 62A Class S Concrete (Ap roach Slab) 100 CY 5433.60 $43,360. 63A pass S Concrete (Sidewalk 7 CY $460.70 $3,22450 64A Reinforced Concrete Slab 6,800 SF $17.89 $121,6Q 65A Prestressed Concrete Slab Beams (4S815) 401 LF $14526 558,249 66A Prestressed Concrete Slab Beams (5SB1 939 LF $145.26 $136,398-1 67A Concrete Surface Treatment Class 1 654 SY $2.71 52.314.34 68A Raifng (T411 Rarl) 150 LF $135.50 520. 69A Railing (0411 Raiff 15D LF $140.92 521,135 70A Tern ra Ral'm (CSB Type 1) 176 LF $18.43 53,24368 71A Tem Re-Usable Crash Term. Nanow REACT 350 2 EA $11,924.00 523,848_ 72A Joint Sealant 150 LF $16.26 52,439.00 73A Remove Structure (Brid a 100-d99 ft Len ) 1 EA $27,100.00 $27,100_ 74A 5' Thick 2000 si Concrete Rip Rap 130 CY $406.50 $52,645.OD 75A Sin le Sided Crash Cushion (BEAT-SSCC 1 EA $9,322.40 $9,322.40 76A Metal Beam Guard Fence (TL2) 1 FJ1 $1,192.40 51,192.40 77A Single Guardrail Terminal w/ Wood Post (SGT 7 or 8) 1 EA $2,970.16 52,970.t6 TOTAL $640,711. ITEM NO- tTEM DESCRIPTION QUANTITY UNIT Lacy Construction UNtT PRICE TOTAL 78A T Electrical Conduit 2,780 LF $5.42 $15,067.60 79A Putl Box 4 EA $569.1D 52,276.40 BOA Connect Electric [o Bridge 2 EA $1,219.50 $2,434.00 • TOTAL 519,783 $1,337,382511 HALFF ESTIMATE DOES NOT INCLUDE 15X CONTIGENCY ~ • ITEM NO. ITEM DESCRIPTION Lacy Construction TOTAL to-16A Paving/Grading $447,151.87 19A-36A Water Service S88 700 ~ 37A-44A Wastewater $44,333.02 45A-57A Draina a $96 702 44 58A-77A Bridge $640,711.60 78A-80A Electric $19 783 00 TOTAL 1,337,382.56 EXHIBIT A 090710 Coppell to Grapvine Owner Proposal Form (2) PROJ: SOUTHWESTERN BLVD. FROM GRAPEVINE CREEK TO BELT LINE ROAD 41' B-B STA 15+13- 38+00 AVO: 24732 ITEM NO. Lacy Construction REM DESCRIPTION QUANTITY UNR UNIT PRICE TOTAL 16 Mobilization 1 LS $137,600.00 $137,600.00 26 Traffic Control No Tem S' oats 1 LS 510,108.30 $10,108.30 3B Stripi Includi Reflective Buttons as Required b Ci 1 LS $10,027.00 $10,027.00 4B Ri ht of Wa Cleari and Grubbi 1 LS $90,057.64 $90,057.64 5B Remove Existi As q 8,120 SY $2.25 518,270.00 6B Remove Ex. Concrete Drivewa 410 SY $3.88 $1,590.80 76 Remove Ex. RCP Pipe 245 LF $5.22 $1,278.90 BB Remove Ex. Brick Pavers 10 SY $25.31 $253.10 96 InstaNAspha Pavement 135 SY $45.37 $6,124.95 tOB 4' Thick Reinforced Concrete Sidevra& 820 SY 527.52 $22,566.40 11B 6" Thick Int rat Cuff 4,980 LF $1.110 $4,980.00 12B 5"Thick Reinforced Concrete Drive 1,070 SY $49.76 $53,243.20 13B 8' Thick Reintorced Concrete Pavi 11,070 SY $31.16 $344,941.20 14B Lime Stabilized 8 Compacted Su rade 11,915 SY $1.34 $15,966.10 156 H drated Lime for Su rade 42 Ibs / SY 250 TN $137.23 $34,307.50 16B H romuk:h Seedi 1 LS $16,198.34 $16,198.34 17B Salva a Ex. Fire H rant 1 EA $268.50 $268.50 18B Re lace Ex. Mailbox 8 EA $596.20 $4,769.60 19B Relocate Traffic Signs 19 FJ1 $918.55 $17,452.45 TOTAL 5790,003.98 ITEM NO. ITEM DESCRIPTION QUANTITY UNIT Lacy Construction UNR PRICE TOTAL 20B 1" Copper Pie 630 LF $14.95 $9,418.50 21B 1-1/2"Copper Pipe 65 LF $17.54 $1,490.90 226 3' AWWA C900 DR18 Class 150 PVC Water 75 LF $21.39 $1,604.25 236 4" AWWA C900 DR18 Class 150 PVC Water 10 LF $19.03 $190.30 24B 6" AW WA C900 DR18 Class 150 PVC Water 110 LF $20.62 $2,268.20 25B 8' AW WA C900 DR18 Class 150 PVC Water 620 LF $25.42 $15,760.40 268 12" AW WA C9lHl DR78 Class 150 PVC Water 2,005 LF $23.03 $46,175.15 27B 24" RCP Water Pi 295 LF $132.92 $39,211.40 28B .1' Air Release Valve 1 FJ~ $2,896.213 $2,896.28 29B 4"Gate Valve 1 FJ- $532.89 $532.89 306 6' Gate Valve 7 EA $656.86 $4,598.02 31 B 8" Gate Valve 9 FJ- $940.73 $8,466.57 326 12" Gate Valle 6 EA $1,827.10 $10,962.60 33B 1"Water Service Connection 7 EA $768.41 $5,378.87 34B 1-1/2" Tappi Sleeve Connection 1 FJ1 $2,359.24 $2,359.24 35B 16'x12' Ta pin Sleeve & Valve 1 EA $4,902.52 $4,902.52 36B 24"x12' Tappi Sleeve & Valve 1 EA $2,420.68 $2,420.68 378 Ductile Iron Fittin s 4 TN $3,707.69 $14,830.76 38B Concrete Thrust Bbcki 23 CY $92.69 $2,131.87 398 Fire H rant 6 FJ1 E2,464.00 $14,904.00 408 Remove Ex. Water Service 1' or 1-1/2' 8 EA $65.95 $527.60 41B TrenchSafet 2,915 LF $0.23 $670.45 42B H droslalic $ Chbrination Test 1 LS $1,182.12 $1,182.12 438 TV Test Water System 0 LF $0.00 ITEM NO. REM DESCRIPTION QUANTITY TOTAL UNR $192,883.57 Lacy Construction UNIT PRICE TOTAL 44B 8" SDR26 PVC Wastewater Pipe 2,290 LF $21.66 $49,601.40 456 4' Diameter Cast-In-Place Manhole (Up l0 20' Depth 6 EA $2,742.67 $16,456.02 46B Connect to Ex. Manhole 4 FJ1 $1,707.35 $6,829.40 47B Trench Safe 2,290 LF $0.23 $526.70 488 Sewer Testin 2 EA $405.53 $811.06 498 TV Test Sewer 2,290 LF $0.98 $2,244.20 SOB Conn. Ex. 4' Service to Proposed 8' Sewer Line 9 EA $552.56 $4,973.04 51 B Remove Ex. Manhole 2 EA $486.99 $973.98 526 Cut /Plug Ex. 8' Sewer 5 F~4 $286.99 $1,434.95 ~-. . TOTAL $83,850.75 ITEM N0. ITEM DESCRIPTION QUANTITY UNIT Lacy Construction vxu ro urapvme ro nerume owner rroposai rpm {q EXHIBIT A-1 UNIT PRICE TOTAL 53B 12' CNass III RCP 115 LF $35.85 $4,122.75 548 18" Class III RCP 560 LF $39.45 322.~2•~ 558 24" Class Ill RCP 360 LF 345.96 $17,464.80 568 30" Class IIi RCP 30 LF 559.11 $1,773.30 578 36" Class III RCP 420 LF $69.91 $29.362.20 586 42" Class III RCP 285 LF $92.23 $26.285.55 596 48" Class Ill RCP 240 LF 5709.26 $26,222.40 60B 60^ Class III RCP 210 LF 5759.91 $33,587.10 61 B 66" Class III RCP 255 LF $197.45 $50.349.75 628 72' Class III RCP 160 LF 5265.68 $42.508.80 638 6' Storm Drain Manhole 1 EA $5.156.01 $5,156.01 648 Install Pi Wes 17 EA $57.93 3964.81 658 2'x2' W e Inlet 1 EA $2,143.51 32,143.51 668 5'x5' W e Inlet 6 EA 33,881.49 323,288.94 678 10' Standard Curb lnlei 13 EA 32,722.84 $35.396.92 688 2:1 Sbped End Treatment 1 EA E2,201.44 32.201.44 698 Sb d Concrete A ron 4 EA 5753.73 3,012.52 70B Concrete Encase Ex. Sewer 20 LF 348.07 3967.40 718 6"-8' Dia. Rock Ri Rap W/ Fitter Fabric 10 GY 3114.10 31,141.00 728 2' Thick TxDOT T A Rock Rip Ra w/ Fitter Fabric 65 CY S724.28 310,563.80 736 Trench Sate 2,650 LF 30.23 3609.50 748 Remove Ex. W e Inlet Z EA 3269.40 3538.80 758 Remove Ex. Manhole 1 EA E829.92 3829.82 768 Erosion Control (SWPPP) 1 LS 311,077.78 $11,017.78 ITEM NO. ITEM DESCRIPTION QUANTITY TOTAL UNIT 5351,609.00 Lacy Construction UNfT PRICE 70TAL 776 2" Electric Conduit 4:075 LF $5.42 322,086.50 786 Pup Box 4 EA 3569.10 $2,276.40 TOTAL 24,362.90 ~ 51,442,710.20 ~ - ITEM NO. ~ ITEM DESCRIPTION Lacy Construction TOTAL 18-196 Pavin Gradin $790,003.98 206-43B Water Service $192,883.57 44B-528 Wastewater $83,850.75 538-768 Draina a b351,609.00 776-788 Electric $24,362.9D TOTAL 1,442,710.20 ~ 436 TV Inspection was deleted as part of Addendum 3 ;~ 488 Unit is 'EA' instead of LS. There are 2 pees to be tested. 726 Lacy Construction shows 85 CY instead of 70 CY_ Quantity adjusted. 090770 Grapvine ro BelUine Owner Proposal Form (2) GENERAL CONTRACTOR'S INTERIM AFFIDAVIT AND LIEN WAIVER THE STATE OF TEXAS § COUNTY OF DALLAS § BEFORE ME, the undersigned authority, on this day personally came and appeared be the known to me to be a credible person, and also known to me to of a (hereinafter called "Contractor"), and who, being acknowledges as follows: first duly sworn, upon his/her -oath declares and I. I am the duly authorized agent for the Contractor. The Contractor has authorized me to make this affidavit, to enter into the agreements and to grant the lien waivers and releases herein set forth, on its behalf and as its acts and deeds, and all of the facts and recitations herein are true and correct. II. The Contractor has furnished to PW Commerce Center LP, a Texas limited partnership (the "Owner") services, labor and/or materials (collectively, the "Work") in the construction, repair and/or replacement of improvements (the "Improvements") upon or within that certain tract of real property which is described on Exhibit "A" attached hereto and incorporated herein by reference (the "Property"). The Work has been performed and the Improvements have been constructed pursuant to and in conformance with the requirements under that certain construction contract by and between Owner and Contractor dated (the "Construction Contract"). The total of all charges for and in connection with all Work furnished by, through or under the Contractor through and including , 200_ (the "Effective Date") has been paid in full to the Contractor, except for retainaQe in the amount of $ which is not ~t due or payable to the Contractor. IV. The Contractor hereby absolutely and forever waives and releases all liens and claims of every kind against Owner, the Property, the Improvements, andlor any other property of Owner, including but not limited to any bonds furnished by Owner, which the Contractor has or may have as a result of or in connection with any and all Work performed or provided on or prior to the Effective Date, except for the retainage amount specifically referenced above. Contractor's waiver of liens under this document shall effective against any and all liens of any kind or nature, regardless of whether such liens are contractual, statutory, or constitutional, and regardless of 365703-1 08/04/2009 EXH~B~-~- B whether or not such liens are evidenced by lien claim affidavits, whether filed for record in the Official Public Records of Dallas County, Texas, or not. This release and waiver of liens is and shall be effective for all labor, materials, specifically fabricated materials and/or services of any kind or nature famished up to and including the Effective Date. V. As an inducement to Owner to pay certain funds to Contractor, the undersigned signatory and Contractor both have represented and warranted to Owner and do hereby represent- and warrant to Owner that: (a) the Contractor has not assigned and will not assign any claim for payment or any right to perfect a lien or claim against the Property or the Improvements or any bond furnished by Owner, and has not made and shall not make any demand on any third party for any payment in connection with the Work; (b) all subcontractors and materialmen who have furnished services, .labor or materials to the Contractor in connection with the Work and/or the Improvements (the "Subcontractors) have been paid all amounts to which they have or may become entitled for any and all services, labor or materials furnished on or before the Effective Date;. (c) a full and complete list of all of the Subcontractors is set forth on Exhibit "B" attached hereto and incorporated herein by reference; and (d) all portions of the Improvements completed by, through or under the Contractor prior to the Effective Date have been completed in accordance with the final plans and specifications therefor. VI. The Contractor hereby agrees unconditionally to indemnify Owner and defend and hold Owner harmless against all liability, loss, cost or expense (including but not limited to attorneys fees) now or hereafter incurred, paid or suffered by or asserted against Owner or the sureties or bonds of Owner or any of Owner's property because of any claim or action by the Contractor, the Subcontractors or any other person or entity claiming by, through or under Contractor with respect to any Work performed on or before the Effective Date. Contractor does further warrant, represent and guarantee that if for any reason a claim or claims of a lien or liens are filed for materials furnished or fabricated or labor performed, or both, by virtue of Contractor's participation in the erection or construction of the Improvements or the participation therein of any Subcontractor- or any other individual or entity with whom or with which Contractor has entered into any contractual arrangement, Contractor will immediately furnish a bond pursuant to Sections 53.171 - 53.175 of the Texas Property Code for release of each such lien, and obtain a settlement of all such claims and obtain and furnish Owner written full release of all liens in ,respect of such claims in form and substance satisfactory to Owner, all at Contractor's expense; OR IF CONTRACTOR CANNOT OBTAIN SUCH A RELEASE OR RELEASES, CONTRACTOR AGREES TO WHOLLY INDEMNIFY OWNER FOR ANY AND ALL .COSTS OWNER MAY INCUR IN SATISFYING SUCH CLAIMS OR REMOVING SUCH LIENS, OR BOTH. VII. The person signing this document represents that such person is duly authorized to do so on behalf of the Contractor. 2 365703-1 08/04/2009 VIII. All of the provisions of this document shall bind the undersigned and Contractor and their respective heirs, legal representatives, successors and assigns and shall inure to the benefit of Owner and the heirs, legal representatives, successors, assigns and sureties of Owner. EXECUTED this day of , 200_. Individually and also as an authorized signatory of the Contractor, on behalf of the Contractor SWORN TO AND SUBSCRIBED BEFORE ME this day of , 200_. Notary Public, State of Texas THE STATE OF TEXAS § COUNTY OF § This instrument was acknowledged before me this day of by a behalf of said (SEAL} 365703-1 08/04/2009 Notary Public Signature 3 200_ of . on EXHIBIT "B" LIST OF ALL SUBCONTRACTORS AND MATERIALMEN All subcontractors and materialmen must sign beside paid amount to acknowledge their receipt of payment in full. NAME OF SUBCONTRACTOR TYPE OF AMOUNT SIGNATURE OR MATERIALMAN WORK PAID 2. $ 3. $ 4. ~ $ 5. $ 6. $ 7. $ 8. $ 9. $ 10. $ 365703-I 08/04/2009 GENERAL CONTRACTOR'S FINAL AFFIDAVIT AND LIEN WAIVER THE STATE OF TEXAS COUNTY OF DALLAS BEFORE ME, the be the called "Contractor"), and acknowledges as follows: undersigned authority, on this day personally came and appeared _, known to me to be a credible person, and also known to me to _ of a (hereinafter who, being first duly sworn, upon his/her oath declares and I am the duly authorized agent for the Contractor. The Contractor has authorized me to make this affidavit, to enter into the agreements and to grant the lien waivers and releases herein set forth, on its behalf and as its acts and deeds, and all of the facts and recitations herein are true and correct. II. The Contractor has furnished to PW Commerce Center LP, a Texas limited partnership (the "Owner") services, labor and/or materials (collectively, the "Work") in the construction, repair and/or replacement of improvements (the "Improvements") upon or within that certain tract of real property which is described on Exhibit "A" attached hereto and incorporated herein by reference (the "Property"). The Work has been performed and the Improvements have been constructed pursuant to and in conformance with the requirements under that certain construction contract by and between Owner and Contractor dated (the "Construction Contract"). Ill. All of the Work to be performed under the Construction Contract has now been finished and all of the Improvements to be constructed under the Construction Contract have now been fully and finally completed. The date of completion of the Work and the Improvements was 200_. IV. All sums due or owing to Contractor under the Construction Contract have been paid in full, except for retainage in the amount of $ (the "Retainage"). 365706-1 08/04/2009 EXHIBIT B-1 V. The Contractor hereby absolutely and forever waives and releases all liens and claims of every kind against Owner, the Property, the Improvements, and/or any other property of Owner, including but not limited to any bonds furnished by Owner, which the Contractor has or may have as a result of or in connection with the Work and/or the Improvements. Contractor's waiver of liens under this document shall effective against any and all liens of any kind or nature, regardless of whether such liens are contractual, statutory, or constitutional, and regardless of whether or not such liens are evidenced by lien claim affidavits,_whether filed for record in the Official Public Records of Dallas County, Texas, or not. This release and waiver of liens shall not affect any of Contractor's rights with respect to the Retainage. V1. As an inducement to Owner to pay certain funds to Contractor, the undersigned signatory and Contractor both have represented and warranted to Owner and do hereby represent and warrant to Owner that: (a) the Contractor has not assigned and will not assign any claim for payment or any right to perfect a lien or claim against the Property or the Improvements or any bond furnished by Owner, and has not made and shall not make any demand on any third party for any payment in connection with the Work; (b) all subcontractors and materialmen who have furnished services, labor or materials to the Contractor in connection with the Work and/or the Improvements (the "Subcontractors") have been paid all amounts to which they have or may become entitled for any and all services, labor or materials furnished; (c) a-full and complete list of all of the Subcontractors is set forth on Exhibit "B" attached hereto and incorporated herein by reference; and (d) all portions of the Improvements completed by, through or under the Contractor have been completed in accordance with the final plans and specifications therefor. VII. The Contractor hereby agrees unconditionally to indemnify Owner and defend and hold Owner harmless against all liability, loss, cost or expense (including but not limited to attorneys fees) now or hereafter incurred, paid or suffered by or asserted against Owner or the sureties or bonds of Owner or any of Owner's property because of any claim or action by the Contractor, the Subcontractors or any other person or entity claiming by, through or under Contractor with respect to any portion of the Work and/or the Improvements. Contractor does further warrant, represent and guarantee that if for any reason a claim or claims of a lien or liens are filed for materials furnished or fabricated or labor performed, or both, by virtue of Contractor's participation in the erection or construction of the Improvements or the participation therein of any Subcontractor or any other individual or entity with whom or with which Contractor has entered into any contractual arrangement, Contractor will immediately furnish a bond pursuant to Sections 53.171 - 53.175 of the Texas Property Code for release of each such lien, and obtain a settlement of all such claims and obtain and furnish Owner written full release of all liens in respect of such claims in form and substance satisfactory to Owner, all at Contractor's expense; OR IF CONTRACTOR CANNOT OBTAIN SUCH A RELEASE OR RELEASES, CONTRACTOR AGREES TO WHOLLY INDEMNIFY OWNER FOR ANY AND ALL COSTS OWNER MAY INCUR IN SATISFYING SUCH CLAIMS OR REMOVING SUCH LIENS, OR BOTH. 2 365706-1 08/04/2009 VIII. The person signing this document represents that such person is duly authorized to do so on behalf of the Contractor. IX. All of the provisions of this document shall bind the undersigned and Contractor and their respective heirs, legal representatives, successors and assigns and shall inure to the benefit of Owner and the heirs, legal representatives, successors, assigns and sureties of Owner. EXECUTED this day of , 200 . Individually and also as an authorized signatory of the Contractor, on behalf of the Contractor SWORN TO AND SUBSCRIBED BEFORE ME this day of , 200_. Notary Public, State of Texas THE STATE OF TEXAS § COUNTY OF § This instrument was acknowledged before me this by , ,a behalf of said (SEAL) 365706-1 08!04/2009 day of Notary Public Signature 3 200_ of on EXHIBIT "A" [INSERT PROPERTY DESCRIPTIONI 365706-1 08/04/2009 EXHIBIT "B" LIST OF ALL SUBCONTRACTORS AND MATERIALMEN A11 subcontractors and materialmen must sign beside paid amount to acknowledge their receipt of payment in full. NAME OF SUBCONTRACTOR TYPE OF AMOUNT SIGNATURE OR MATERIALMAN WORK PAID 2. $ 3. $ 4. $ 5. g 6. $ 7. $ 8. $ 9. $ 10. _ $ 365706-1 08/04/2009 SUBCONTRACTOR'S AFFIDAVIT AND LIEN WAIVER THE STATE OF TEXAS COUNTY OF DALLAS § BEFORE ME, the undersigned authority, on this day personally came and appeared known to me to be a credible person, and also known to me to be the of a (hereinafter called "Subcontractor"), and who, being first duly sworn, upon his/her oath declares and acknowledges as follows: I. I am the duly authorized agent for the Subcontractor. The Subcontractor has authorized me to make this affidavit, to enter into the agreements and to grant the lien waivers and releases herein set forth, on its behalf and as its acts and deeds, and all of the facts and recitations herein are true and correct. II. The Subcontractor has furnished to (the "Contractor") services, labor and/or materials (collectively, the "Work") in the construction, repair and/or replacement of improvements (the "Improvements") upon or within that certain tract of real property which is described on Exhibit "A" attached hereto and incorporated herein by reference (the "Property"). The owner of the Property is PW Commerce Center LP, a Texas limited partnership, and is referred to in this instrument as the "Owner". III. The total of all charges for and in connection with all Work furnished by, through or under the Subcontractor through and including , 200_ (the "Effective Date") has been paid in full to the Subcontractor. IV. The Subcontractor hereby absolutely and forever waives and releases all liens and claims of every kind against Contractor, Owner, the Property, the Improvements, and/or any other property of Owner, including but not limited to any bonds furnished by Owner, which the Subcontractor has or may have as a result of or in connection with any and all Work performed or provided on or prior to the Effective Date. Subcontractor's waiver of liens under this document shall effective against any and all liens of any kind or nature, regardless of whether such liens are contractual, statutory, or constitutional, and regardless of whether or not such liens are evidenced by lien claim affidavits, whether filed for record in the Official Public Records of Dallas County, Texas, or not. This release and waiver of liens is and shall be effective for all 365704-1 08/04/2009 EXHIBIT B-2 labor, materials, specifically fabricated materials and/or services of any kind or nature furnished up to and including the Effective Date. V. As an inducement to Contractor to pay certain funds to Subcontractor, the undersigned signatory and Subcontractor both have represented and warranted to Contractor and Owner and do hereby represent and warrant to. Contractor and Owner that: (a) the Subcontractor has not assigned and will not assign any claim for payment or any right to perfect a lien or claim against the Property or the Improvements or any bond furnished by Owner, and has not made and shall not make any demand on any third party for any payment in connection with the Work; (b) all subcontractors and materialmen who have furnished services, labor or materials to the Subcontractor in connection with the Work and/or the Improvements (the "Sub-Subcontractors") have been paid all amounts to which they have or may become entitled for any and all services, labor or materials furnished on or .before the Effective Date; and (c) all portions of the Improvements completed by, through or under the Subcontractor prior to the Effective Date have been completed in accordance with the final plans and specifications therefor. VI. The Subcontractor hereby agrees unconditionally to indemnify Contractor and Owner and defend and hold Contractor and Owner harmless against all liability, loss, cost or expense (including but not limited to attorneys fees) now or hereafter incurred, paid or suffered by or asserted against Contractor, Owner or the sureties or bonds of Contractor or Owner or any of Owner's property because of any claim or action by the Subcontractor, the Sub-Subcontractors or any other person or entity claiming by; through or under Subcontractor with respect to any Work performed on or before the Effective Date. Subcontractor does further warrant, represent and guarantee that if for any reason a claim or claims of a lien or liens are filed for materials furnished or fabricated or labor performed, or both, by virtue of Subcontractor's participation in the erection or construction of the Improvements or the participation therein of any Sub- Subcontractor or any other individual or entity with whom or with which Subcontractor has entered into any contractual arrangement, Subcontractor will immediately furnish a bond pursuant to Sections 53.171 - 53.175 of the Texas Property Code for release of each such lien, and obtain a settlement of all such claims and obtain and furnish Owner written full release of all liens in respect of such claims in form and substance satisfactory to Owner, all at Subcontractor's expense; OR IF SUBCONTRACTOR CANNOT OBTAIN SUCH A RELEASE OR RELEASES, SUBCONTRACTOR AGREES TO WHOLLY INDEMNIFY OWNER FOR ANY AND ALL COSTS OWNER MAY INCUR IN SATISFYING SUCH CLAIMS OR REMOVING SUCH LIENS, OR BOTH. VII. The person signing this document represents that such person is duly authorized to do so on behalf of the Subcontractor. 2 365704-1 08/04/2009 VIII. All of the provisions of this document shall bind the undersigned and Subcontractor and their respective heirs, legal representatives, successors and assigns and shall inure to the benefit of Contractor and Owner and their respective heirs, legal representatives, successors, assigns and sureties. EXECUTED this day of ~ , 200_. Individually and also as an authorized signatory of the Subcontractor, on behalf of the Subcontractor SWORN TO AND SUBSCRIBED BEFORE ME this day of 200_. Notary Public; State of Texas THE STATE OF TEXAS § COUNTY OF § This instrument was acknowledged before me this by , behalf of said (SEAL) 365704-1 08/04/2009 t a day of 200_ of . on Notary Public Signature 3 EXHIBIT "A" f INSERT PROPERTY DESCRIPTION1 365704-I 08/04/2009 Ext~il C Re~~mr Revmon Drawkgs Sheet Title Author Date Date Lssued tVa vTAe pate Cover Drainage. Paving and Utility Irnproveuner~ tv Sartln+estem Blvd 0 m Sts 15+13 J R y73200 9 5773200 9 i 6r'1fi20D9 CO.D1 General Notes R 5!13200 9 5713200 9 CO.D2 Generd Notes R y1321:109 5!13200 9 CO.Qi Typinl Pavi Sections R y732D09 SI7320D9 G104 Surve Cams Plan Jorge R ' rr¢ 57f 3!1009 y132009 C1.01 Removal and Relomtian Plan R y132009 57'132009 C7.02 Removal and Relocatim Plan R y132009 y132009 C1.03 Removal and Relocation Plan R y132009 y132009 1.07 Paving PIarYRofile R rr¢ y732009 y132009 C2.02 Paving PIarJProfile Rodri y732009 y1320D9 C2.03 Paving Ran/Profile J Rodd uez y132009 y1320D9 03.07 Grath Plan Rotlri y132009 y132009 03.02 Gradi Flan " ,w> y132009 y132009 04.01 Drains a Area M Rodri y732009 y132009 C4.02 Storm Drains a PWrJPmfile Jorge R rz y132009 y1320D9 C4.03 Storm Drai PIaNPmfile Jorge R y132D09 y13/2009 04.04 Hydraulic Caladatians uez y732009 y132009 CS.D7 Water 8 Sand Sewer PIanlProfile Rod ~ rlez y732009 y132009 05.02 Water 8 Bonita Sewer PIaNProfile Rod " y132009 y132099 05.03 Water 8 Bonita Sewer Plar>lPmfile Rod " y13/1009 y1320D9 C5.04 Water Profile Rodd y732009 yt3/2D09 05.05 Ufili Plan R y132009 y132009 05.06 lloli Ptan Jar R y13/2009 y132009 06.01 Erosion Control Plan Jorge Rod " ez y732009 y132009 06.02 Erosion Control Plan Rodd ez y7320D9 y132009 C7.D7 Traffic Control J R " uez y132009 y132009 C7.02 Pavi Stri 'n and Si ePlan Rod' y132009 y13/2009 C8.01 Drivewa Section Jor Rodri uez y1320D9 y13/2009 C8.02 Driveway Section J Rodri uez y132009 y1320D9 C8.03 Drivewa Section Rod" trez yt3/2009 y732D09 C8.D4 Ddvevra Section J e R uez y132009 y732D09 C9.01 &i a Ri Ra Detail Rodri ez y13l1009 5113/2009 SC1.01 Bridge la out Stu y152009 y1y2009 7 67162009 SC1.02 T picot Section Cory Stu an y752oD9 y15/2D09 SC7.03 Typira15ectron Shi y1y2D09 yty2009 SC1.D4 Estimated Quantities Stu n y1 y2009 y1y2009 SC 7.05 Aubtmem 1 (S 1 Deta15 Stu n y1y2009 y752009 SC7.06 Aubtment 7 (Stage2 Details Stupnan y7y2009 y1y20D9 SC1.07 Aubtment 7 Misc Details Cory Shi n yty2009 y152009 SC7.08 Abulment4 Sts 7 Details Shi an yty2009 y15/2009 SC7.09 Abutmerri 4 (Stage 2 Details Shi n y1 y2009 y152009 SC7.10 Abutmem 4 Misc Details Shipman y152D09 5/152009 SC1.71 Bent 2 (Stage 1 Details Cory Shi n y152009 yty2oD9 SC7.12 Bent 2 (Sta 2 Details Shi an y152009 y1S2009 SC7.13 Berrt 3 (Sts 1 Details Stu 5/152009 y1y2009 SC1.14 Bent 3 (Stage 2 Details Shi y15/2009 y752009 SC1.15 Framin Plan- S n 1 Sts 1 Co Stu man y152009 y1y2009 SC7.76 Framing Plan - S n 1 Stage 2 Shi an 5715/1009 5/152009 SC1.17 Frami Plan-Spans384 Sts t Shi y152009 y1y20D9 SC7.18 Framin Plan - S ans 3 & $ (Sts a 2) C Shipman y1.`a2D09 y152009 SC 7.19 Deck Details - S an 1 Sts 1 Shi an y152009 y152009 SC720 Deck Details- S an 1 S 2 Stu yty2009 y152009 SC1.21 Deck Details - 5 ans 2 8 3 Sts 1 Shipman y7YlOD9 5/152009 SC1.22 Deck Details - S 5 2 & 3 (Sla 2 Stu an y752009 y752009 SC 7.23 Deck Misc Details Shi y1 y2009 y752009 SC124 Prestressed Concrete Slab Beams PSBNS Shi n y152009 y152009 SC125 Prestressed Concrete Slab Beams PSB-0S615 TxDot fi/72003 6/12003 SC126 Prestressed Concrete Slab Beams PSB-55815 TxDot 67120D3 6!12003 SC7.27 Brid a Ap oath Slam BAS~C Stu n y152009 y152009 SC728 Elastomeric Bearin Details PSBEB TxDot 6/12003 6/12003 SC1.29 T T411 Rail Texas Gassic TxL1ot 6/1/2003 6/121x13 SC1.30 Ty T411 Rail Texas Gassic TxDOt 6/12003 671/20D3 SC 7.31 T pe C417 Rail (MOD Shipman y752009 y152009 SC7.32 T 0417 Rail MOD C Stu man 5/152009 y15R009 SC1.33 Reusable energ absorbi cash temunal read N OS TxDot 2/7/1998 2/1/1998 SC1.34 Reusable energ absorbi sash terminal reaG (N-05 TxDot 2/1/1996 2/1/1998 SC 135 Sin le Sided crash ashion SSCGO.'iA TxDot 4/1!1003 4/12003 SC7.36 Metal Beam uard ferxe transition (172 MBGF t2)-OS TxDot 4/12003 4/12D03 SC1.37 Sin le Guardrail terminal SG7 3A TxDol 4/1/1997 4/1/1997 SCt38 Sin le Guardrail terminal SG7 TxDot 7/12001 7/1/2001 Re ris f Geotechnical RepoA for the Bridge and Ilustration report or the Road Henley-Jonhston Ma , 2008 Ma , 20D8 Geotechniwl RepoA from Freeport Parkway to Betl Lme Road Mason-Jonhston M , 1990 M , 1990 Specifications NCTCOG Latest Edition 2004 20D4 Ci of Co I Standard Consiructim Details A st, 2000 A 2006 Addendums Addendum No. 7 J a L Rodd urs 6/172009 6/17/2009 Addendum No. 2 J orge L R ez 6232009 6/Z'-112009 Addendum No.3 J o L Rodri 630/2009 6/302009 EXHIBIT C Cappel Road b Gr~evine Geek Exhibit C-1 Revision Revision Drawings SheetTrtle Author Date Date issued t3o. or Title Date Cover Drainage, Paving and Uh7rty improvemerrts for Southwestern Blvd. Sta 15+13 to 38+00 Jorge Rod ' uez 5113/2 5/1 C0.01 General Notes J e Rod -uez 5/1320 5/1 C0.02 General Notes Jo a Rod ~ uez 5/13/200 5J1 C0.03 T ical Pavin Sections Jor Rod ~ uez 5/13200 5/1 C0.04 Surve Control Plan Jor Rod ' uez 5/1320 5/132 C1.01 Removal and Relocation Plan Jor Rod ' uez 5/13/200 5/13J2 C1.02 Removal and Relocation Plan J e Rodri uez 511320 5/13/2 C1.03 Removal and Relogtion Plan Jo a Rod ' uez 5/13/20 5/1312 C1.04 Removal and Retocafion Plan Jo a Rodri uez 5/13/200 5/13/2 C1.05 Removal and Relocafion Plan Jo a Rodri uez 5/13/200 5/13/2 C2.01 Pavin Plan/Profile Jor Rodri uez 5/13/20D9 5/13/200 C2.02 Pavin Plan/Prafile Jor a Rodri uez 5/13/2009 5113120 C2.D3 Pavi Plan/Profile Jor a Rod ' uez 5/13/2009 5/13/200 C2.04 Pavin Plan/Profile Jor a Rodri uez 5/132009 5/1320 C2.05 Pavin Plan/Profile Jor a Rod ~ uez 5/1320D9 5/1320 C2.D6 Pavin P{anlProfile Jor a Rodri uez 5/1320D9 5!13200 C3.01 Grading Plan Jor a Rodri uez 5/13/2009 5/13/20 C3.02 Gradin Plan Jor a Rodri uez 5/13/2009 5/13/200 C3.03 Gradin Plan Jo Rod ' uez 5/13/2009 5/13/200 04.01 Draina a Area Ma Jo a Rodri uez 5/13/2009 5/13/200 C4.02 Storm Draina a PIaNProfile Jor a Rodri uez 5/13/2009 5/13/200 04.03 Storm Draina a Plan/Profile Jo Rod ' uez 5/13/200 5li3/20 C4.D4 Storm Draina a PIaNProfile Jor a Rodri uez 5/13/200 5/13/2009 C4.05 Storm Draina a Plan/Profile Jor a Rodri uez 5/13/2009 5/13/200 C4.D6 Storm Draina a PIaNProfile Jor a Rod ~ uez 5/13/20 5/13!200 C4.07 Storm Draina a Profile Jor a Rod ' uez 5/13/2009 5/13200 C4.08 Storm Draina a Profile Jor a Rodri uez 5/13/2009 5/13/200 C4.D9 H draulic Calculations Jor a Rodri uez 5!131200 5/13/200 C5.01 Wastewater PIaNProfile Jor a Rodri uez 5/13/2009 5/13/2009 C5.02 Wastewater Plan/Profile Jor a Rodri uez 5/13/200 5/13/2009 C5.03 Wastewater Plan/Profile Jo a Rodri uez 5/13/200 5/13/200 C5.04 Wastewater Plan/Profile Jor a Rodri uez 5/13/2009 5/13/2009 C5.05 Wastewater Profile Jor a Rodri uez 5!13/2009 5/13/2009 G5.06 Water Plan/Profile Jor a Rodri uez 5/132009 5/13/2009 C5.07 Water Plan/Profile Jor a Rodri uez 5/132009 5/13/2009 C5.08 Water Plan/Profile Jor a Rodri uez 5/13/2009 5/13/2009 G5.09 Water Plan/Profile Jor a Rodri uez 5/13/2009 5113!2009 C5.10 Water Profiles Jo a Rodri uez 5/132009 5/13/2009 C5.11 Utilit Plan Jor a Rodri uez 5/13/2009 5/13/2009 C5.12 Utilit Plan Jor a Rodri uez 5/13120 511320 C6.01 Erosion Control Plan Jor a Rodri uez 5/13/2009 5/13/2009 C6.02 Erosion Control Plan Jor a Rodri uez 5/13/2009 5/13/2009 C6.03 Erosion Control Notes ~ Details Jor a Rodri uez 5!13200 5/13/200 C7.01 Traffic Control Plan Jor a Rodri uez 5/13/2009 5/13/2009 C8.01 Pavin Stri in and Si na a Plan Jor a Rodri uez 5/13/2009 5/13/2009 C9.01 Drivewa Cross-Section Jor a Rodri uez 5/132D0 5!131200 C9.D2 Drivewa Cross-Section Jor a Rodri uez 5/13/200 5/13/200 C9.03 Drivewa Cross-Section Jor a Rodri uez 5/13/2D0 5/13/200 C9.04 Drivewa Cross-Section Jor a Rodri uez 5/13/200 5/13/200 C9.05 Drivewa Cross-Section Jor a Rodri uez 5!13/200 5/13/2D0 C9.06 Drivewa Cross-Section Jorge Rodri uez 5/13/200 5/13/200 Re orts Geotechnical Report for the Bridge and Ilustration report for the Road Henle -Jonhston Ma , 2008 Ma , 2008 Geotechnical Report from Freeport Parkway to Belt Line Road Mason-Jonhston Ma , 1990 Ma , 1990 S ecifications NCTCOG Latest Edition 2004 2004 Addendums Addendum No. 1 Jor e L. Rodri uez 6/17/2009 6/17/2009 Addendum No, 2 Jor e L. Rodri uez 6/23/2009 6/23!2009 Addendum No. 3 Jor e L. Rodri uez 6/30/200 6/30/2009 Exhibit C-1 Grapvine Creek to Belt Line . ® TY -_ Document A201 - 2007 General Conditions of the Contract for Construction for the following PROJECT: (Name and location or address) Southwestern Blvd from Grapevine Creek to Beltline RoadSouthwestern Blvd from Grapevine Creek to South Coppell Road ADDITIONS AND DELETIONS: Construction of Road and Bridge -Southwestern Blvd The author of this document has added information needed for its completion. The author may also THE OWNER: have revised the text of the original (Name, legal status and address) AIA standard form. An Additions and PW Commerce Center, L.P., a Texas limited partnership Deletions Report that notes added 15350 S.W. Sequoia Parkway, #300 information as well as revisions to Portland, OR 97224 the standard form text is available from the author and should be THE ARCHITECT: reviewed. A vertical line in the left (Name, legal status and address margin of this document indicates Halff Associates, Inc., where the author has added 1201 North Bowser Road necessary information and where Richazdson,l'X 75081 the author has added to or deleted from the original AIA text. This contract involves road, utility and bridge construction and the consultant who is the This document has important legal author of the Drawings, Specifications and other Construction Documents is an consequences. Consultation with an Engineering firm. Wherever the term "Architect" is used in this Contract it is deemed to attorney is encouraged wfth respect mean' "Engineer" to its completion or modification. TABLE OF ARTICLES GENERAL PROVISIONS OWNER CONTRACTOR 4 ARCHITECT 5 SUBCONTRACTORS 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 7 CHANGES IN THE WORK TIME PAYMENTS AND COMPLETION 10 PROTECTION OF PERSONS AND PROPERTY 11 INSURANCE AND BONDS 12 UNCOVERING AND CORRECTION OF WORK 13 MISCELLANEOUS PROVISIONS Init AIA Document A201 "' - 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 penaMies, and will be prosecuted to the t maximum extent possible under the law. This document was produced by AIA software at 14:21:40 on 08/04/2009 under Order No.0423581847_1 which expires on 06/13!2010, and is not for resale. User Notes: (1466977361) 14 TERMINATION OR SUSPENSION OF THE CONTRACT 15 CLAIMS AND DISPUTES (rllt AIA Document A201 "' - 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 Z 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 14:21:40 on 08/04!2009 under Order No.0423581847_1 which e~ires on 06/1312010, and is not for resale. (1466977361) User Notes: fND1J( Due to changes in text, index may be inaccurate (Numbers and Topics in Bold aze Sectian Headings) Acceptance of Nonconforming Work 9.6.6, 9.9.3, 12.3 Acceptance of Work 9.6.6, 9.8.2, 9:9.3, 9.10.1; 9.10.3, 12.3 Access to Work 3.16, 6.2.1, 12._1 Accident Prevention 10 Acts and Omissions 3.2,3.3.2;3.12.8;3:.18,4.2.3,8.3.1,9.5.1, 10.2.5, ]0.2.8; 13.4.2, 13.7:1,14:1,15.2 Addenda. 1.1:1, 3.11.1 Additional Costs, Claims for 3.7.4, 3.7.5, 6:1.1, 7;3.7.5, 10.3, 15.1.4 Additional Inspections and Testing 9.4:2, 9.8:3; 12.2.1;13.5 Additional Insured 11.1.4- Additional Time; Claims for 3.2.4;.3.7.4, 3.7.5, 3:10.2, 8:3.2; 15.1.5 Administration of the Contract 3.1.3,4.2,9.4,9.5 Advertisement or Invitation to Bid 1.1.1 Aesthetic Effect 4.2.13 Allowances. 3.8, 7.3.8 All-risk Insurance 11.3.1, 11.3.1.1 Applications for Payment 4.2.5,7.3.9,9.2,9.3,9.4,9.5.1,9.6.3,9.7.1,9.10, 11.1.3 Approvals 2.1.1,2.2.2,2.4,3.1.3, 3.10.2,3.12.8,3.12.9,3.12.10, 4.2.7, 9.3.2, 13.5.1 Arbitration 8.3.1,11.3.10,13.1.1,15.3:2,15.4 ARCHITECT a Architect, Definition of 4.1.1. Architect, Extent of Authority 2.4.1,3.12.7,4.1,42,5.2,6.3.1,7.1.2,7.3.7,7.4, 9.2.1,.9.3.1, 9.4, 9.5, 9.6.3, 9.8, 9.10.1, 9.10.3, 12.1, 12.2.1,13.5.1,13.5.2,14.2.2,14.2.4,15.1.3,15.2.1 Architect, Limitations of Authority and Responsibility 2.1.1,3.12.4,3.12.8,3.12.10,4.1.2,4.2.1,4.2.2, 4.2.3, 4.2.6, 4.2.7, 4.2.I0, 42.12, 4.2.13, 5.2.1, 7.4.1, 9.4.2, 9.5.3, 9.6.4, 15.1.3, 15.2 Architect's Additional Services and Expenses 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 Architect's Approvals 2.4.1,3.1.3,3.5.1,3.10.2,4.2.7 Architect's Authority to Reject Work 3.5.1, 4.2.6, 12.1.2, 12.2.1 Architect's Copyright 1.1.7, 1.5 Architect's Decisions 3.7.4, 4.2.6, 4.2.7, 4.2.11, 4.2.12, 4.2.13, 4.2.14, 6.3.1, 7.3.7, 7.3.9, 8.1.3, 8.3.1, 9.2.1, 9.4.1, 9.5, 9.8.4, 9.9.1,13.5.2,15.2,15.3 Architect's Inspections 3.7.4, 4.2.2, 4.2.9, 9.4.2, 9.8.3, 9.9.2, 9.10.1, 13.5 Architect's Instructions 3.2.4,3.3.1,4.2.6,4.2.7, 13.5.2 Architect's Interpretations 42.11, 4.2.12 Architect's Project Representative 4.2.10 Architect's Relationship with Contractor 1.1.2, 1.5, 3.1.3, 3.2.2, 3.2.3, 3.2.4, 3.3.1, 3.4.2, 3.5.1, 3.7.4, 3.7.5, 3.92, 3.9.3, 3. l 0, 3.11, 3.12, 3.1 b, 3.18, 4.1.2, 4.1.3, 4.2, 5.2, 6.2.2, ?, 8.3.1, 9.2, 9.3, 9.4, 9.5, 9.7, 9.8, 9.9, 10.2.6, 10.3, 11.3.7, 12, 13.4.2, 13.5, 15.2 Architect's Relationship with Subcontractors 1.1.2, 4.2.3, 4.2.4, 4.2.6, 9.6.3, 9.b.4, 11.3.7 Architect's Representations 9.4.2, 9.5.1, 9.10.1 Architect's Site Visits 3.7.4, 4.2.2, 4.2.9, 9.4.2, 9.5.1, 9.9.2, 9.10.1, 13.5 Asbestos 10.3.1 Attorneys' Fees 3.18.1, 9.10.2, ]0.3.3 Award of Separate Contracts 6.1.1, 6.1.2 Award of Subcontracts and Other Contracts for Portions of the Work 5.2 Basic Definitions 1.1 Bidding Requirements 1.1.1, 5.2.1, 11.4.1 Binding Dispute Resolution 9.7.1,11.3.9,11.3.10,13.1.1,15.2.5,15.2.6.1,15.3.1, 15.3.2, 15.4.1 it1iL 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 K. may resuk in severe civil and criminal penakies, and will be prosecuted to the ~ maximum extent possible under the law. This document was produced by AlA software at 14:21:40 on 08/04/2009 under Order No.0423581847_t which e~ires on 06/13/2010, and is not for resale. User Notes: (1466977361) Boiler and Machinery Insurance 11.3.2 Bonds, Lien 7.3.7.4, 9.10.2, 9.10.3 Bonds, Performance, and Payment 7.3.7.4, 9.6.7, 9.10.3, 11.3.9, 11.4 Building Permit 3.7.1 Capitalization 1..3 Certificate of Substantial Completion 9:8.3, 9.8.4, 9:8.5 Certificates for Payment 4.2.1, 4.2.5, 4.2.9, 9.3.3, 9.4, 9.5, 9.6.1, 9.6.6, 9.7.1, 9.10.1, 9.10.3, 14.1.1.3, 14.2.4, IS.1.3 Certificates of Inspection, Testing or Approval 13.5.4 Certificates of Insurance 9.10.2, .11.1.3 Change Orders 1.1.I,2.4.1,3.4:2,3.7.4;3.8.2.3,3.11.1,3.12.8,4.2.8, 5.2.3, 7.1.2, 7.F.3, 7.2; 7.3.2,.7.3.6, 7.3.9, 7.3.10, 8.3.1, 9.3.1.1, 9.10.3, 10.3.2, 11.3.1.2, 11.3.4, 11.3.9, 12.1.2, 15:1.3 Change Orders, Definition of :7_2.1 CHANGES IN THE WORK 2.2:1,3:11,4.2:8;.7;7.2:1,7.3:1,7.4,7.4.1,8.3.1, 9.3.1:1, 11.3.9 Claims, Definition of 15.1.1 CLAIMS AND DISPUTES 3.2.4, 6.1.1, 6:3:1,.7.3.9; 9:3.3, 9.10.4, 10.3.3, 15, 1'5.4 Claims and Timely Assertion of Claims 1.5.4. I Claims for Additional Cost 3.2.4, 3.7.4, 6.1.1, 7.3.9, 10.3.2, 15.1.4 Claims for Additional Time 3.2.4, 3.7.46.1.1, 8.3.2, 10.3.2, 15.1.5 Concealed or Unknown Conditions, Claims for 3.7.4 Claims for Damages 3.2.4,3.18,6.1.1,8.3.3,4.5.1,9.6.7, 10.3.3, 11.1.1, 11.3.5, 11.3.7,14.1.3,14.2.4,15.1.6 Claims Subject to Arbitration 15.3.1, 15.4.1 Cleaning Up 3.15, 6.3 Commencement of the Work, Conditions Relating to 2.2.1,3.2.2,3.4.1,3.7.1,3.10.1,3.12.6,5.2.1,5.2.3, 6.2.2,8.1.2,8.2.2,8.3.1,11.1,11.3.1,11.3.6,11.4.1, 15.1.4_ Commencement of the Work, Definition of 8.1.2 Communications Facilitating Contract Administration 3.9.1, 4.2.4 Completion, Conditions Relating to 3.4.1,3.11,3.15,4.2.2,4.2.9,8.2,9.4.2,9.8,9.9.1, 9.10,12.2,13.7,14.1.2 COMPLETION, PAYMENTS AND 9 Completion, Substantial 4.2.9,8.1.1,8.1.3,8.2.3,9.4.2,9.8,9.9.1,9.10.3, 12.2, 13.7 Compliance with Laws 1.6.1, 32.3, 3.6, 3.7, 3.12.10, 3.13, 4.1.1, 9.6.4, 10.2.2,11.1,11.3,13.1,13.4,13.5.1,13.5.2,13.6, 14.1.1,14.2.1.3,15.2.8,15.4.2,15.4.3 Concealed or Unknown Conditions 3.7.4, 4.2.8, 8.3.1, 10.3 Conditions of the Contract 1.1.1, 6.1.1, 6.1.4 Consent, Written 3.4.2, 3.7.4, 3.12.8, 3.14.2, 4.1.2, 9.3.2, 9.8.5, 9.9.1, 9.10.2,9.10.3,11.3.1,13.2,13.4.2,15.4.4.2 Consolidation or Joinder 15.4.4 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 1.1.4, 6 Construction Change Directive, Definition of 7.3.1 Construction Cbange Directives 1.1.1, 3.4.2, 3.12.8, 4.2.8, 7.1.1, 7.1.2, 7.1.3, 7.3, 9.3.1.1 Construction Schedules, Contractor's 3.10, 3.12.1, 3.12.2, 6.1.3, 1S.1.S.2 Contingent Assignment of Subcontracts 5.4, 14.2.22 Continuing Contract Performance 15.1.3 Contract, Definition of 1.1.2 CONTRACT, TERMINATION OR SUSPENSION OF THE 5.4.1.1, 11.3.9, 14 Contract Administration 3.1.3, 4, 9.4, 9.S Contract Award and Execution, Conditions Relating to 3.7.1, 3.10, 5.2, 6.1, 11.1.3, 11.3.6, 11.4.1 Contract Documents, The 1.1.1 Contract Documents, Copies Furnished and Use of 1.5.2, 2.2.5, S.3 Contract Documents, Definition of l.l.l lnii AIA Document A201 ^' - 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 Intematfonal Treaties. Unauthorized 4 reproduction or distribution of this AIA° Document, or any portion of i4 may resuk 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 14:21:40 on 08/04!2009 under Order No.0423581847 1 which e~ires on 06/13/2010, and is not for resale. - User Notes: (1466977361) Contract Sum 3.7.4, 3.8, 5.2.3, 7.2, 7.3, 7.4, 9.1, 9.4.2, 9.5.1.4, 9.6.7, 9.7, 10.3.2, 11.3.1, 14.2.4, 14.3.2, 15.1.4, 15.2.5 Contract Sum, Definition of 9.1 Contract Time 3.7.4, 3.7.5, 3.10.2, 5.2.3, 7.2.1.3, 7.3.1, 7.3.5, 7.4, 8.1.1, 8.2.1, 8.3.1, 9.5.1, 9.7.1, 10.3.2, 12.1.1, 14.3.2, 15.1.5.1, 15.2.5 Contract Time, Definition of 8.1.1 CONTRACTOR 3 Contractor, Definition of 3.1, 6.1.2 Contractor's Construction Schedules 3:10;..3.12.1, 3.T2.2, 6.1.3, 15.1.5.2 Contractor's Employees. 3:3.2; 3.4.3, 3.8.:1; 3.9 3.]8.2, 4.2.3, 4.2.6, 10.2, 10.3, 11.1,1, 11.3.7, 14.1,14:2.1.1, Contractor's Liability Insurance 11.1 Contractor's Relationship with Separate Contractors and Owner's. Forces 3.12.5;.3:14.2; 4.2.4,. 6, 11.3.7,-12.1.2, 12.2.4 Contractor's Relationship. with: Subcontractors 1.2:2; 3.3.2; 3.18.1; 3.18.2, 5 9.6.2, 9.6.7, 9.3 0.2, 11.3.1.2, 11.3.7, 1.1.3.8 Contractor's Relationship with the Architect 1.1.2, 1.5, 3.1.3, 3.2.2,.3.2.3, 3.2.4, 3.3.1, 3.4.2, 3.5.1, 3.7.4, 3.10, 3.11; 3.12, 3.16, 3.18, 4.1.3, 4.2, 5.2, 6.2.2, 7, 8.3.1, 9.2; 9.3, 9.4, 9.5, 9.7, 9.8, 9.9, 10.2.6, 10.3,11.3.7,12,13.5,15.1.2,15.2.1 Contractor's Representations 3.2.1,3.2.2,3.5.1,3.12.6,6.2.2,8.2.1,93.3,9.8.2 Contractor's Responsibility for Those Performing the Work 3.3.2,3.18,5.3.1,6.1.3,6.2,9.5.1, 10.2.8 Contractor's Review of Contract Documents 3.2 Contractor's Right to Stop the Work 9.7 Contractor's Right to Terminate the Contract 14.1, 15.1.6 Contractor's Submittals 3.10,3.11,3.12.4,4.2.7,5.2.1,5.2.3,9.2,9.3,9.8.2, 9.83, 9.9.1, 9.10.2, 9.10.3, 11.1.3, 11.42 Contractor's Superintendent 3.9, 10.2.6 Contractor's Supervision and Construction Procedwes 1.2.2, 33, 3.4, 3.12.10, 4.2.2, 4.2.7, 6.1.3, 6.2.4, 7.1.3, 7.3.5, 73.7, 8.2, 10, 12, 14, 15.1.3 Contractual Liability Insurance l 1.1.1.8, 11.2 Coordination and Correlation 1.2, 3.2.1, 3.3.1,3.10; 3.12.6,6.1.3,6.2.1 Copies Furnished of Drawings and Specifications 1.5, 2.2.5, 3.11 Copyrights I.S, 3.17 Correction of Work 2.3, 2.4, 3.7.3, 9.4.2, 9.8.2, 9.8.3, 9.9.1, 12:1.2, 12.2 Correlation and Intent of the Contract Documents 1.2 Cost, Definition of 7.3.7 Costs 2.4.1, 3.2.4, 3.7.3, 3.8.2, 3.15.2, 5.4.2, 6.1.1, 6.2.3, 7.3.3.3, 7.3.7, 7.3.8, 7.3.9, 9.10.2, 10.3.2, 10.3.6, 11.3,12.1.2,12.2.1,12.2.4,13.5,14 Cutting and Patching 3.14, 6.2.5 Damage to Construction of Owner or Separate Contractors 3.14.2, 6.2.4, 10.2.1.2, 10.2.5, 10.4, 11.1.1, 11.3, 12.2.4 Damage to the Work 3.14.2,9.9.1,10.2.1.2,10.2.5,10.4.1,11.3.1,12.2.4 Damages, Claims for 3.2.4,3.18,6.1.1,8.3.3,9.5.1,9.6.7, 10.3.3, 11..1.1, 11.3.5, 11.3.7, 14.1.3, 14.2.4, 15.1.6 Damages for Delay 6.1.1,8.3.3,9.5.1.6,9.7, 10.3.2 Date of Commencement of the Work, Definition of 8.1.2 Date of Substantial Completion, Definition of 8.1.3 Day, Definition of 8.1.4 Decisions of the Architect 3.7.4, 4.2.6, 4.2.7, 4.2.11, 4.2.12, 4.2.13, 15.2, 6.3, ?.3.7, 7.3.9, 8.1.3, 8.3.1, 9.2.1, 9.4, 9.5.1, 9.8.4, 9.9.1, 13.5.2,14.2.2,14.2.4,15.1,15.2 Decisions to Withhold Certification 9.4.1,9.5,9.7, 14.1.1.3 Defective or Nonconforming Work, Acceptance, Rejection and Correction of 2.3.1, 2.4.1, 3.5.1, 4.2.6, 6.2.5, 9.5.1, 9.5.2, 9.6.6, 9.8.2, 9.9.3, 9.10.4, 12.2.1 Defective Work, Definition of 3.5.1 Definitions 1.1, 2.1.1, 3.1.1, 3.5.1, 3.12.1, 3.12.2, 3.12.3, 4.1.1, 15.1.1,5.1,6.1.2,7.2.1,7.3.1,8.1,9.1,9.8.1 Delays and Extensions of Time 3.2.,3.7.4,5.2.3,7.2.1,7.3.1,7.4.1,8.3,9.5.1,9.7.1, 10.3.2, 10.4.1, 14.3.2, 15.1.5, 15.2.5 Disputes 6.3.1, 7.3.9, 15.1, 15.2 Documents and Samples at the Site 3.11 trait 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 resuk 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 14:21:40 on 08/04/2009 under Order No.0423581847_t which expires an 06!13!2010, and is not for resale. User Notes: (1466977361) Drawings, Definition of 1.1.5 Drawings and Specifications, Use and Ownership of 3.11 Effective Date of Insurance 8.2.2, 11.1.2 Emergencies 10.4, 14.1.1.2, 15.1.4 Employees, Contractor's 3.3.2, 3.4.3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2, 10.3.3,11.1.1,11.3.7,14..1,14.2.1.1 Equipment, Labor, Materials or 1.1.3, 1.1.6, 3.4, 3.5.1, 3.8.2, 3.8.3, 3.12, 3.13.1, 3.15.1,4.2.6,4.2.7,,5.2.1,6.2.1,7.3.7,9.3.2,9.3.3, 9.5.1.3, 9.10.2, 10.2.1, 10:2.4, 14.2.1.1, 14.2.1.2 Execution and Progess of the Work 1.1.3, 1,2.1, 1.2.2; 2.2:3, 2.2.5, 3.1, 3.3.1, 3.4.1, 3.5.1, 3.7.1, 3.10:1, 3.12, 3.14, 4.2; 6.2.2, 7.1.3, 7.3.5, 8.2, 9:5.1,9.9.1,10.2,.10.3,12.2,14.2,14.3.1,15.1.3 Extensions of Time 3.2.4, 3.7.4, 5.2.3, 7.2.1, 7.3, 7.4.1, 9.5.1, 9.7.1, 10.3.2,10.4.1,14.3,15.1.5,15.2.5 Failure of Payment 9.5.1.3, 9.7, 9.10.2, 13.6, 14.1.1.3, 14.2.1.2 Faulty Work (See Defective or. Nonconforming Work) Final Completion and Final Payment 4.2:1, 4.2.9; 9.8:2, 9.10, 11.1.2, 11.1.3, 11.3.1, 11.3.5, 12.3.1, 14.2.4, 14.4.3 Financial Arrangements, Owner's 2.2.1, 13.2.2, 14.1.1.4 Fire and Extended Coverage Insurance 11.3.1.1 GENERAL PROVISIONS 1 Governing Law 13.1 Guarantees (See Warranty) Hazardous Materials 10.2.4, 10.3 Identification of Subcontractors and Suppliers 5.2.1 Indemnification 3.17.1, 3.18, 9.10.2, 10.3.3, 10.3.5, 10.3.6, l 1.3.1.2, 1 l .3.7 Information and Services Required of the Owner 2.1.2, 2.2, 3.2.2, 3.12.4, 3.12.10, 6.1.3, 6.1.4, 6.2.5, 9.6.1, 9.6.4, 9.9.2, 9.10.3, 10.3.3, 11.2, 11.4, 13.5.1, 13.5.2,14.1.1.4,14.1.4,15.1.3 Initial Decision 15.2 Initial Decision Maker, Definition of 1.1.8 Initial Decision Maker, Decisions 14.2.2,14.2.4,15.2.1,15.2.2,15.2.3,15.2.4,15.2.5 Initial Decision Maker, Extent of Authority 14.2.2,14.2.4,15.1.3,15.2.1,]5.2.2,15.2.3,15.2.4, 15.2.5 Injury or Damage to Person or Property 10.2.8, 10.4.1 Inspections 3.1.3, 3.3.3, 3.7.1, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.3, 9.9.2, 9.10.1, 12.2.1, 13.5 Instructions to Bidders 1.1.1 Instructions to the Contractor 3.2.4,3.3.1,3.8.1,5.2.],7,8.2.2, 12, 13.5.2 Instruments of Service, Definition of 1.1.7 Insurance 3.18.1, 6.1.1,7.3.7,9.3.2,9.8.4,9.9.1,9.10.2, 11 Insurance, Boiler and Machinery 11.3.2 Insurance, Contractor's Liability 11.1 Insurance, Effective Date of 8.2.2, 11.1.2 Insurance, Loss of Use 11.3.3 Insurance, Owner's Liability 11.2 Insurance, Property 10.2.5, 11.3 Insurance, Stored Materials 9.3.2, 1 1.4.1.4 INSURANCE AND BONDS 11 Insurance Companies, Consent to Partial Occupancy 9.9.1, 11.4.1.5 Insurance Companies, Settlement with 11.4.10 Intent of the Contract Documents 1.2.1, 4.2.7, 4.2.12, 4.2.13, 7.4 Interest 13.6 Interpretation 1.23,1.4,4.1.1,5.1,6.1.2, 15.1.1 Interpretations, Written 4.2.11, 4.2.12, 15.1.4 Judgment on Final Award 15.4.2 Labor and Materials, Equipment 1.1.3, 1.1.6,3.4,3.5.1,3.8.2,3.8.3,3.12,3.13,3.15.1, 4.2.6, 4.2.7, 5.2.1, 6.2.1, 7.3.7, 9.3.2, 9.3.3, 9.5.1.3, 9.10.2,10.2.1,10.2.4,14.2.1.1,14.2.1.2 Labor Disputes 8.3.1 Laws and Regulations 1.5,3.2.3,3.6,3.7,3.12.10,3.13.1,4.1.1,9.6.4,9.9.1, 10.2.2,11.1.],11.3,13.1.1,]3.4,13.5.1,13.5.2, 13.6.1,14,15.2.8,15.4 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 I~rt- Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 6 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 14:21:40 on 08/04!2009 under Order No.0423581847_i which expires on 06/13/2010, and is not for resale. Use-Notes: (1466977361) Liens 2.1.2, 93.3, 9.10.2, 9.10.4, 15.2.8 Limitations, Statutes of 12.2.5, 13.7, 15.4.1.1 Limitations of Liability 23.1,3.2.2,3.5.1,3.12.10,3.17.1,3.18.1,4.2.6, 4.2.7, 4.2.12, 6.2.2, 9.4.2, 9.6.4, 9.6.7, 10.2.5, 10.3.3, 11.1.2, 11.2, 11.3.7, 12.2.5, 13.4.2 Limitations of Time 2:1.2,2.2,2.4,3.2.2,3.10;3.11,3.12.5,3.15.1,4.2.7, 5.2,5.3.1,5.4.1,6.2.4,7.3;7.4,8.2,9.2.1,9.3.1, 9.3.3,9.4.1,9.5,9.6,9.7.1;9.8,9.9,9.10, 11.1.3, .11.3.1.5, 11.3.6, 11.3.10,_ 12.2, 13.5, 13.7, 14, 15 Loss of Use Insurance 11,3.3 Material Suppliers 1'.5, 3:.12.1, 4:2.4, 4.2:6; 5:2.1, 9.3, 9.4.2, 9.6, 9.10.5 1Vlaterials, Hazardous ,10:2.4, :103 Materials, Labor; Equipment and 1:1.3;1.1.6,1.5:1,3.4.1;3.5.1,3.8.2,3.8.3,3.12, 3.13:1, 3.15.1; 4.2.6, 4.2.7, 5.2:1, 6.2.1, 7.3.7, 9.3.2, 93:3, 9.5.1.3, 9.10.2, 10.2.1.2,..10.2.4, 14.2.1.1, 14:2.1:2 Means,;Methods, Techniques;-Sequences and Procedures of Construction 3.3:1,:3.12;10, 4.2:2, 4.2.7; 9:4:2 Mechanic's Lien 2.1.2,' 15.2.8 Mediation 83.1, 10.3.5, 10.3.6, 15.2.1, 15.2.5, 15.2.6, 15.3, 15.4.1. .Minor Changes in the Work 1.1.1,3.12.8,4.2.8,7.1,7.4 MISCELLANEOUS PROVISIONS 13 Modifications, Definition of 1.1.1 Modifications to the Contract 1.1..1,.1.1.2,3.11,4.1.2,4.2.1,5.2.3,7,8.3.1,9.7.1, 10.3:2, 11.3.1 Mutual Responsibility 6.2 Nonconforming Work, Acceptance of 9.6.6, 9.9.3,12.3 Nonconforling Work, Rejection and Correction of 2.3.1, 2.4.1, 3.5.1, 4.2.6, 6.2.4, 9.5.1, 9.8.2, 9.9.3, 9.10.4, 12.2.1 Notice 2.2.1; 2:3.1, 2.4.1, 3.2.4, 3.3.1, 3.7.2, 3.12.9, 5.2.1, 9.7.1,9.10,10.2.2,11.1.3,11.4.6,12.2.2.1,13.3, 13.5.1,13.5.2,14.1,14.2,15.2.8,15.4.1 Notice, Written 2.3.1,2.4.1,3.3.1,3.9.2,3.12.9,3.12.10,5.2.1,9.7.1, 9.10,10.2.2,10.3,11.13,11.3.6,12.2.2.1,13.3,14, 15.2.8, 15.4.1 Notice of Claims 3.7.4, 4.5, 10.2.8, 15.1.2, 15.4 Notice of Testing and Inspections 13.5.1, 13.5.2 Observations, Contractor's 3.2, 3.7.4 Occupancy 2.2.2, 9.6.6, 9.8, 11.3.1.5 Orders, Written 1.1.1, 2.3, 3.9.2, 7, 8.2.2, 11.3.9, 12.1, 12.2.2.1, 13.5.2, 143.1 OWNER 2 Owner, Definition of 2.1.1 Owner, Information and Services Required of the 2.1.2, 2.2, 3.2.2, 3.12.10, 6.1.3, 6.1.4, 6.2.5, 9.3.2, 9.6.1, 9.6.4, 9.9.2, 9.10.3, 10.3.3, 1 ].2, 11.3, 13.5.1, 13.5.2, 14.1.1.4, 14.1.4, 15.1.3 Owner's Authority 1.5,2.1.1,2.3.1,2.4.1,3.4.2,3.8.1,3.12.10,3.14.2, 4.1.2, 4.1.3, 4.2.4, 4.2.9, 5.2.1, 5.2.4, 5.4.1, 6.1, 6.3.1, 7.2.1, 7.3.1, 8.2.2, 8.3.1, 9.3.1, 9.3.2, 9.5.1, 9.6.4, 9.9.1, 9.10.2, 10.3.2, 11.1.3, 11.3.3, 113.10, 12.2.2, 12.3.1,13.2.2,14.3, 14.4,15.2.7 Owner's Financial Capability 2.2.1, 13.2.2, 14.1.1.4 Owner's Liability Insurance 11.2 Owner's Loss of Use Insurance 11.3.3 Owner's Relationship with Subcontractors 1.1.2, 5.2, 5.3, 5.4, 9.6.4, 9.10.2, 14.2.2 Owner's Right to Carry Out the Work 2.4, 14.2.2 Owner's Right to Clean Up 6.3 Owner's Right to Perform Construction and to Award Separate Contracts 6.1 Owner's Right to Stop the Work 2.3 Owner's Right to Suspend the Work 14.3 Owner's Right to Terminate the Contract 14.2 Ownership and Use of Drawings, Specifications and Other Instruments of Service 1.1.1, 1.1.6, 1.1.7, 1.5,2.2.5,3.2.2,3.11.1,3.17.1, 4.2. ] 2, 5.3.1 Partial Occupancy or Use 9.6.6, 9.9, 11.3.1.5 Patching, Cutting and 3.14, 6.2.5 Patents 3.17 lilt AIA Document A201 "' - 2007. Copyright ®1911, 1915, 1918, 10 25, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1967, 1997 and 2007 by The American Institute of Architects. AIf rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 7 reproduction or distribution of this AIAe Document, or any portion of i4 may result in severe civil and criminal penakies, and will be prosecuted to the ~ maximum extent possible under the law. This document was produced by AIA software at 14:21:40 on 08/04/2009 under Order No.0423581847 1 which e~ires on 06!13!2010, and is not for resale. - User Notes: (1466977361) Payment, Applications for 4.2.5, 7.3.9, 9.2.1, 9.3, 9.4, 9.5, 9.6.3, 9.7.1, 9.8.5, 9.10.1,14.2.3,14.2.4,14.4.3 Payment, Certiticates for 4.2.5,4.2.9,9.3.3,9.4,9.5,9.6.1,9.6.6,9.7.1, 9.10.1, 9.10.3, 13.7, 14.1.1.3, 14.2.4 Payment, Failure of 9.5.1.3, 9.7, 9.10.2, 13.6, 14.1.1.3, 14.2.1.2 Payment, Final 4.2.1, 4.2.9, 9.8.2, 9.10, 11.1.2, 11.1.3, 11.4.1, 11.4.5, 12.3.1,13.7,14.2.4,14.4.3 Payment Bond,. Performance Boad and 7.3.7.4, 9.6.7, 9.10.3, 11.4.9, 11.4 Payments, Progress. 9.3, 9.6, 9.8.5, 9.10.3, 13.6, 14.2.3, 15.1.3 PAYMENTS AND COMPLETION 9 Payments to Subcontractors 5.4.2, 9.5.1.3, 9.6.2, 9.6.3; 9.6.4, 9.6.7, 11.4.8, 14.2.1.2 PCB 10.3.1 Performance Bond and Payment Bond 7.3.7.4, 9.6.7, 9.10.3, 11.4.9;11.4 Permits, Fees, Notices and,Compliance with Laws 2.2.2,3.7,3.13,7.3.7.4, 10:2.2 PERSONS: AND PROPERTY, PROTECTION OF 10 Polychlorinated Biphenyl 10.3.1 Product Data, Definition of 3.12.2 Product Data and Samples, Shop Drawings 3.11, 3.12, 4.2.7. Progress and Completion a.2.2, 8.2, 9.8, 9.9.1, 14.1.4, 15.1.3 Progress Payments 9.3,9.6,9.8.5,9.10.3,.13.6,14.2.3,15.1.3 Project, Definition of the 1.1.4 Project Representatives a.2.lo Property Insurance 10.2.5, 11.3 PROTECTION OF PERSONS AND PROPERTY 10 Regulations and Laws 1.5,3.2.3,3.6,3.7,3.12.10,3.13,4.1.1,9.6.4,9.9.1, 10.2.2,11.1,11.4,13.1,13.4,13.5.1,13.5.2,13.6,14, .15.2.8, 15.4 Rejection of Work 3.5.1, 4.2.6, 12.2.1 Releases and Waivers of Liens 9.10.2 Representations 3.2.1, 3.S.I, 3.12.6, 6.2.2, 8.2.1, 9.3.3, 4.4.2, 9.5.1, 9.82, 9.10.1 Representatives 2.1.1,3.1.1,3.9,4.1.1,4.2.1,4.2.2,4.2.10,5.1.1, 5.1.2, 13.2.1 Responsibility for Those Performing the Work 3.32,3.18,4.2.3,5.3.1,6.1.3,6.2,63,9.5.1, l0 Retainage 9.3.1,9.6.2,9.8.5,9.9.1,9.10.2,9.10.3 Review of Contract Documents and Field Conditions by Contractor 3.2, 3.12.7, 6.1.3 Review of Contractor's Submittals by Owner and Architect 3.10.1,3.10.2,3.11,3.12,4.2,5.2,6.1.3,9.2,9.8.2 Review of Shop Drawings, Product Data and Samples by Contractor 3.12 Rights and Remedies 1.1.2,2.3,2.4,3.5.1,3.7.4,3.15.2,4.2.6,4.5,5.3,5.4, 6.1, b.3, 7.3.1, 8.3, 9.5.1, 9.7, 10.2.5, 10.3, 12.2.2, 12.2.4, 13.4, 14, 15.4 Royalties, Patents and Copyrights 3.17 Rules and Notices for Arbitration 15.4.1 Safety of Persons and Property 10.2, 10.4 Safety Precautions and Programs 3.3.1, 4.2.2, 4.2.7, 5.3.1, 10.1, 10.2, 10.4 Samples, Definition of 3.12.3 Samples, Shop Drawings, Product Data and 3.11, 3.12, 4.2.7 Samples at the Site, Documents and 3.11 Schedule of Values 9.2, 9.3.1 Schedules, Construction 3.10,3.12.1,3.12.2,6.1.3, 15.1.5.2 Separate Contracts and Contractors 1.1.4, 3.12.5, 3.14.2, 4.2.4, 4.2.7, 6, 8.3.1, 11.4.7, 12.1.2 Shop Drawings, Definition of 3.12.1 Shop Drawings, Product Data and Samples 3.11, 3.12, a.2.7 Site, Use of 3.13, 6.1.1, 6.2.1 ` Site Inspections 3.2.2,3.3.3,3.7.1,3.7.4,4.2,9.4.2,9.10.1, 13.5 Site Visits, Architect's 3.7.4, 4.2.2, 4.2.9, 9.4.2, 9.S.1, 9.9.2, 9.10.1, 13.5 Special Inspections and Testing 4.2.6, 12.2.1, 13.5 Inlt AIA Document A201 "' - 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 Intemationai Treaties. Unauthorized 8 reproduction or distribution of this AIA° Document, or any portion of K. may result in severe civil and criminal penakies, and will be prosecuted to the ~ maximum extent possible under the law. This document was produced by AIA software at 14:21:40 on 08/04/2009 under Order No.0423581647_t which e~ires on 06/1312010, and is not for resale. User Notes: (1466977361) Specifications, Definition of the 1.1.6 Specifications, The 1.1.1, 1:.1.6, 1.2.2, 1.5, 3.11, 3.12.10, 3.17, 4.2.14 Statute of Limitations 13.7, 15.4.1.1 Stopping the Work 2:3, 9.7, 10.3, 14.1 Stored Materials 6:2:1, 9.3.2, L0.2.1.2, 10:2.4, 11.4.1.4 Subcontractor; Definition of 5.1.1 SUBCONTRACTORS 5 Subcontractors;. Work by 1:2.2, 3.32, 3:12.1, 4:2.3, 5.2.3, 5.3, 5.4, 9.3.1.2, 9.6.7 Subcontractual Relations: 5.3, 5.4, 9c3.12,.9.b, 9.1U,.10:2.1, 11.4.7, 11.4.8, 14:1, 14:2:1 , Submittals 3:10, 3.1,1; 3.12, 4:2:7; 5.2.1, 5:2.3, 7.3.7, 9.2, 9.3, 9:8;9.9.1,9.10.2,9:103, 11.13 Rnhmittal Sr•hrvlrilr 3 a 0.2, 3,12 5, 4.2:7 Subrogation, Waivers of 6.1:1, 11.45, 11.3:7 Substantial Ctimpli;tion 4:2:9; 8:1:1; 8.1.3, 8.23, 9:4.2, 9.8, 9.9.1, 9.10.3, 12.2, 13.7 Substantial Completion, :Definition of 9.8.1 Substitution. of Subcontractors 5.2.3, 5.2.4 Substitution of Architect 4:1.3 Substitutions of Materials 3.4.2, 3.5:1, 7.3,8 Sub-subcontractor, Definition of 5:1.2 Subsurface Conditions 3.7.4 Successors and Assigns. 13.2 Superintendent 3.9, 10.2.6 Supervision and Construction Procedures 1.2.2, 3.3, 3.4, 3.12.10, 4.2.2, 4.2.7, 6.1.3, 6.2.4, 7.1.3, 7.3.7, 8.2, 8.3.1, 9.4.2, 10, 12, 14, 15.1.3 Surety , 5.4.1.2, 9.8.5, 9.10.2, 9.10.3, 14.2.2, 15.2.7 Surety, Consent of 9.10.2, 9.10.3 Surveys 2.2.3 Suspension by the Owner for Convenience 14.3 Suspension of the Work 5.4.2, 14.3 Suspension or Termination of the Contract 5.4.1.1, 11.4.9, 14 Taxes 3.6, 3.8.2.1, 7.3.7.4 Termination by the Contractor 14.1, 15.1.6 Termination by the Owner for Cause 5.4.1.1,14.2, 15.1.6 Termination by the Owner for Convenience 14.4 Termination of the Architect 4.1.3 Termination of the Contractor 14.2.2 TERMINATION OR SUSPENSION OF THE CONTRACT 14 Tests and Inspections 3.1.3, 3.3.3, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.3, 9.9.2, 9.10.1,10.3.2,11.4.1.1,12.2.1,13.5 TIME 8 Time, Delays and Extensions of 3.2.4, 3.7.4, 5.2.3, 7.2.1, 7.3.1, 7.4.1, 8.3, 9.5.1, 9.7.1, 103.2, 10.4.1, 14.3.2, 15.1.5, 15.2.5 Time Limits 2.1.2, 2.2, 2.4, 3.2.2, 3.10, 3.11, 3.12.5, 3.15.1, 4.2, 4.4,4.5,5.2,5.3,5.4,6.2.4,7.3,7.4,8.2,9.2,9.3.1, 9.3.3, 9.4.1, 9.5, 9.6, 9.7, 9.8, 9.9, 9.10, 11.1.3, 11.4.1.5, 11.4.6, 11.4.10, 12.2, 13.5, 13.7, 14, 15.1.2, 15.4 Time Limits on Claims 3.7.4, 10.2.8, 13.7, 15.1.2 Tide to Work 9.3.2, 9.3.3 Transmission of Data in Digital Form 1.6 UNCOVERIlVG AND CORRECTION OF WORK 12 Uncovering of Work 12.1 Unforeseen Conditions, Concealed or Unknown 3.7.4, 8.3.1, 10.3 Unit Prices 7.3.3.2, 73.4 Use of Documents 1.1.1, 1.5,2.2.5,3.12.6,5.3 Use of Site 3.13, 6.1.1, 6.2.1 Values, Schedule of 9.2, 9.3.1 Waiver of Claims by the Architect l 3.4.2 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 Dy U.S. Copyright Law and International Treaties. Unauthorized 9 reproduction or distribution of this AIA° Document, or any portion of h. may result in severe civil and criminal penakies, and will be prosecuted to the ~ maximum extent possible under the law. This document was produced by AIA software at 14:21:40 on 08/04/2009 under Order No.0423581847_1 which expires on 06/13!2010, and is not for resale. User Notes: (1466977361) Waiver of Claims by the Contractor 9.10.5,11.4.7,13.4.2,15.1.6 Waiver of Claims by the Owner 9:9:3,.9.10.3, 9.10.4, 1.1.4.3, 11.4.5, 11.4.7, 12.2.2.1, 13:4.2, 14.2.4, 15.1.6 Waiver of Consequential Damages 14:2:4; 15.1.6 Waiver of Liens 9.10.2, 9.10.4 Waivers of Subrogation. 6.1'.1, 11.4.5;11.3.7 Warranty 3.5,4.2.9,9.3:3,9.8.4;9:9:1,9.10.4, 12.2.2, ]3.7.1 Weather Delays 15:1.5.2 Work, Definition of 1.1.3 Written Consent 1.5.2, 3.4.2, 3.7.4, 3.12.8, 3.14.2, 4.1.2, 9.3.2, 9.8.5, 9.9.1, 9.10.2, 9.10.3, l 1.4.1, 13.2, 13.4.2, 15.4.4.2 Written Interpretations 4.2.11, 4.2.12 Written Notice 2.3,2.4,33.1,3.9,3.12.9,3.12.10,5.2.1, 8.2.2,9.7, 9.10, 10.2.2, 10.3, l 1.1.3, 11.4.6, 12.2.2, 12.2.4, 13.3, 14, 15.4.1 Written Orders 1.1.1, 2.3, 3.9; 7, 8.2.2, 11.4.9, 12.1, 12.2, I3.5.2, 14.3.1; 15.1.2 ini< AIA Document AZO1 *~' - 2007. Copyright ®1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of An:hitecls. Ai{ 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 cdmina! penakies, and will be prosecuted to the ~ maximum extent possible under the law. This document was produced by AIA software at 14:21:40 on 06104/2009 under Ordes No.0423581847 1 which e~ires on 06!13/2010, and is not for resale. User Notes: (1466977361) ARTICLE 1 GENERAL PROVISIONS § 1.1 BASIC DEFINITIONS § 1.1.1 THE CONTRACT DOCUMENTS The Contract Documents are enumerated in the Agreement between the Owner and Contractor (hereinafter the Agreement) and consist of the Agreement, Conditions of the Contract (General, Supplementary and other Conditions}, Drawings, Specifications, Addenda issued prior to execution of the Contract, other documents listed in the Agreement and Modifications issued after execution of the Contract. A Modificationis (]) a written amendment to the Contract signed by both parties, (2) a Change Order, (3) a Construction Change Directive or (4) a written order for a minor change in the Work issued by the Architect. Unless specifically enumerated in the Agreement, the Contract Documents do: not include the advertisement or invitation to bid, Instructions to Bidders, sample forms, other information fiunished by the Owner in anticipation of receiving bids or proposals, the Contractor's bid or proposal, or portions,of Addenda relating to bidding requirements. §: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 or contemporaneous negotiations, representations or agreements; either written or oral. The Contract may be amended or modified only by a Modification. The Contract Documents shall npt 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 at any tier, (3) between the Owner and the Architect oz 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. §..1.1.2.1 Section 1.1.2 shall not be interpreted or applied so as to negate, abridge or reduce the status or rignts of the Owner as a third-party beneficiary of subcontracts of Subcontractors or others performing or furnishing portions of the Worle. § 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 PR4JEGT The Project. is the total construction of which the Work performed under the Contract Documents may be the whole or a partand 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 Specificationsare at 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 Intentionally deleted. § 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 lt1iL AIA Document AZOt T" - 2007. Copyright ®1911, 1915, 1918, 1925, 1937, 1951, t 958, 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 iG may result in severe civil and criminal penakies, and will be prosecuted to the ~ maximum extent possible under the law. This document was produced by AIA software at 1421:40 on 08!04!2009 under Order No.0423581847_1 which expires on 06/13/2010, and is not for resale. User Notes: (1466977361} one shall be as binding as if required by ail; performance by the Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the indicated results. §'9.2.2 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. § 1.23 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. § 1.24 In the.event of conflicts, inconsistencies, discrepancies or ambiguities between or among the Contract 'Documents not resolved by Addendum, interpretations shall be based on the following order of precedence: .1 modifications of the Contract, with those of later date having precedence over those of earlier date, and with those of the same date having precedence based upon Clauses .2 through .b of this Section 1.2.4; .2 the Agreement; .3 these General Conditions; .4 Addenda, with those of later date having precedence over those of earlier date; .5 the Specifications; and .6 the drawings, with those in lazger scale having precedence over those in smalle scale, and with notes and schedules thereon having precedence over the remainder. ' §,1.2.5 In the event of conflicts;. inconsistencies, discrepancies or ambiguities between or among the Drawings, or between or among the Specifications, remaining after application of Section 1.2.4, those Drawings or Specifications of later date shall have precedence over those of eazlier date. If a conflict, inconsistency, discrepancy or ambiguity nonetheless remains the Contractor shall provide written notice thereof to the Architect and Owner. Thereafter, unless otherwise ordered in writing by the Architect, the Contractor shall provide the better quality of, and the greater quantity of, the Work. The provisions of this Section 1.2.5 shall apply only to conflicts, inconsistencies, discrepancies or ambiguities in express requirements of the Drawings and Specifications and not to interpretations thereof by the Owner or Architect. § 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. § 1.41NTERPRETATION 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. "Including" shall mean "including, but not limited to" whether. or-not expressly stated as such. § 1.4.1 It is the intent of the Owner and the Contractor that the misplacement, addition or omission of any letter, word or punctuation mark shall not affect the true spirit, intent or meaning of the Contract Documents. § 1.5 OWNERSHIP AND USE OF DRAWINGS, SPECIFICATIONS AND OTHER INSTRUMENTS OF SERVICE § 1.5.1 'I7te 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, 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.lfie Contractor, !nit. AIA Document A20t "' - 2007. Copyright ®1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American lnsiitute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 12 reproduction or distribution of this AIA° Document, or any portion of it, may result in severe civil and criminal penakies, and will be prosecuted to the ~ maximum extent possible under the law. This document was produced by AIA software at 14:21:40 on 08/04/20D9 under Order No.0423581847_1 which expires on 06!13/2010, and is not for resale. User Notes: (1466977361) 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. § 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, _ theyshall endeavor to establish necessary protocols governing such transmissions, unless otherwise already provided in the Agreement or the Contract Documents. 'ARTICLE 2 OWNER 21 GENERAL § 2.1.1 The Owner is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The Owner shall designate in writing a representative who shall have express authority to bind he Owner with respect to all matters requiring the Owner's approval or authorization. Except as otherwise provided in Section 4.2.1, the Architect does not have such authority. § 2.1.2The Owner shall famish to the Contractor within fifteen days after receipt of a written request, information necessary acid relevant for the:Contractor to evaluate, give notice of or enforce mechanic's lien rights. Such information shall include a, correct statement of the record legal title to the property on which the Project is located, usually referred to as the site;` and the Owner's interest therein. It is agreed that the Owner shall have no obligation to deliver a copy of any notice of right to lien to the Contractor or any other person. § 2.2INFORMATION-AND SERVICES REQUIRED OF THE OWNER § 2:21 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, bui the Contractor's request shall be given such that the Owner has a reasonable time to furnish the evidence without delaying commencement or continuation of the Work. 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 secwe 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 To the extent necessary to allow proper control of the Work the Owner shall furnish surveys describing known physical characteristics, and legal limitations for the site of the Project, and a legal description of the site. The Contractor shall be entitled to reasonably rely on the accuracy of information furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work. The Owner shall not be responsible for locating utility lines, cables, pipes or pipelines. § 2.2.3.1 The Owner shall be obligated to furnish such characteristics, limitations and locations only once. Any repetitions necessary due to factors outside of Owner's control, such as destruction or other prematwe removal of locating stakes, shall be at the expense of the Contractor. § 2.24.The Owner shall famish information or services required of the Owner by the Contract Documents with reasonable promptness. The Owner shall also famish 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. The Contractor shall make its requests for such information or services so as to allow the Owner a reasonable time to respond without delaying the performance of the Work. AIA Document A201 ^' - 2007. Copyright ®191 t, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American IOd- 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 resuk in sevens civil and criminal penalties, and will be prosecuted to the ~ maximum extent possible under the taw. This documentwas produced by AIA software at 14:21:40 on 08/04!2009 under Order No_0423581847_t which e~ires on 06/13/2010, and is not for resale. User Notes: (1466977361) § 2.25 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 pwsuant to Section 1.5.2. § 2.3 OWNER'S RIGHT TO STOP THE WORK If the Contractor fails to correct Work that is defective or not in accordance with the requirements of the Contract Documents as required by Section 12.2 or repeatedly or substantially 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. § 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 aten-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 attorneys' fees and,related costs, disbwsements and expenses and compensation for the Architect's additional services made necessary by such default, neglect or failwe.. If payments then or thereafter due the Contractor are not sufficient to cover such amounts, the Contractor shall pay the difference to the Owner. The right of the Owner to correct deficiencies in the Work pwsuant to this Section 2.4 shall not give rise to any duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity. ARTICLE 3 CONTRACTOR § 3.1 GENERAL § 3.1.1 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 l?rojectis located. The Contractor shall designate in writing a representative who shall have express authority. to bind the Contractor with respect to all matters requiring the Contractor's approval, agreement or authorization under this Contract. § 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, reviews, inspections or approvals required or performed by Owner or persons or entities other than the Contractor. § 3.2 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR § 3.2.1 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site, become generally familiar with local conditions under which the Work is to be performed and correlated personal observations with requirements of the Contract Documents. § 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 pwsuant to Section 2.2.3, shall take field measwements 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 and the Owner any errors, inconsistencies or omissions discovered by or made known to the Contractor as a request for information in such form as the Architect or Owner may require. It is recognized thatthe 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 shalt promptly report to the Architect and the Owner any nonconformity discovered by or made known to the Contractor as a request for information in such form as the Architect or Owner may require. Init. AIA Document A201 "' - 9 7. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 20D7 by The American Institute of Architects. All ri hts 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 AlA software at 14:21:40 on 08/04/2009 under Order No.0423581847_7 which e~ires on 06/13/2010, and is not for resale. User Notes: (1466977361) § 3.24 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 pwsuant to Sections 3.2.2 or 3.2.3, the Contractor shall make Claims as provided in Article 15. Ifthe Contractor fails to perform the obligations of Sections 3.2.2 or 32.3, the Contractor shall pay such costs and damages to the Owner as would have been avoided if the Contractor had performed such obligations. If the Contractor performs those obligations, the Contractor shall not be liable to the Owner or Architect for damages resulting from errors, inconsistencies or omissions in the Contract Documents, for differences between field measwements 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 o;.the Architect give other specific instructions concerning these matters. Ifthe Contract Documents .give specific instructions concerning construction means, methods, techniques, sequences or procedwes, 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 procedwes. Ifthe Contractor determines that such means, methods, techniques, sequences or procedwes 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' or the Owner. Ifthe Contractor is then instructed to proceed with the required means, methods, techniques, sequences or procedwes without acceptance of changes proposed by the Contractor, the party giving the instructions (the Owner or Architect) shall be responsible for any loss or damage arising solely from those Owner-required means, methods, techniques, sequences or procedwes. § 3.3.2The 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 furnishing of surveys and other information regarding the Project site by the Owner, pwsuant to Section 2.2.3 or otherwise, shall not relieve the Contractor from its duties under the Contract Documents. Without limiting the generality of the prior sentence, the Contractor shall be solely responsible for locating, and shall locate prior to performing any Work; all telephone, data, video and intemet lines and cables, sewer lines, water pipes, gas pipes, electrical lines and other utility lines, cables, pipes and pipelines, including but not limited to all those that are buried, and shall perform the Work in such a manner so as to avoid damaging any such lines, cables, pipes and pipelines. § 3.3.5 The Contractor shall prepare and submit to the Owner and Architect, no less frequently than monthly, written reports on the progress of the Work in such form and in such detail as reasonably required by the Owner. § 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. § 3.4.1:1 The Contractor's obligations under Section 3.4.1 shall include but not limited to the obligation to pay all Subcontractors and any other person or entity having construction lien rights regarding the Project due to their performance of the Contractor's obligations under the Contract. The Contractor shall keep the Project and the Project site free-and clear of any and all such lien claims filed by any such person or entity. § 3.4.1.1.1 If a claim of lien referenced in Section 3.4.1.1 is filed, whether due to nonpayment of the claimant or otherwise, and whether contested or not, the Contractor within ten (10) days after receipt of the Owner's demand and at the Contractor's expense shall cause the lien to be removed from the Project property by payment, tnlt 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 resuR in severe civil and criminal penalties, and nnll be prosecuted to the ~ maximum extent possible under the law. This document was produced by AIA software at 14:21:40 on 08!04!2009 under Order No.Q423581847_1 which expires on 06/13/2010, and is not for resale. User Notes: (1466977361) compromise or the furnishing and perfection of a release bond or deposit pwsuant to applicable law. If the Contractor fails to perform its obligation under the prior sentence, the Owner, without waiving or limiting its rights or remedies or those of any interested persons or entities, and at the Owner's sole discretion, may cause the lien to be removed by paying the claimant directly, by paying the Contractor and claimant with amultiple-payee check or by furnishing and perfecting a lien release bond or deposit pwsuant to applicable law; but in such instance the Owner shall be entitled to retain from any payments then due or which otherwise will become due to the Contractor, whether under the Contract or otherwise, an amount sufficient to hold the Owner harmless considering such payment or such furnishing and perfecting a release bond or deposit and any and all related costs and expenses incurred by the Owner, including attorneys' fees. The Contractor's costs incurred under this Section 3.4.1.2 shall be part of the Cost of the Work, subject to the Guaranteed Maximum Price. § 3.4.1.2 The Contractoragees to indemnify, hold harmless, reimbwse and defend the Owner and others with an interest in the Projector Project site, if any, from, for and against any and all liens referenced in Section 3.4.1.1, any and all actions, suits and proceedings relating to such liens, and any and all related costs, disbwsements and expenses incurred, including attorneys' fees and expert witnesses' fees. 3.4.1.3 Nothing in this Section 3.4.1 shall limit the Owner's rights or the Contractor's obligations under Section 9.3.1.3 or 9:10.2. § 3.4,1.4 The Contractor shall not be obligated to perform the obligations related to liens set out in this Section 3.4.1 and its subsidiary Sections to the extent such liens are the result of the Owner's failwe to pay amounts due under the Contract §.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. § 3.4.3 The Contractor shallenforce strict discipline, good order and civil and appropriate conduct among the Contractor's and Subcontractors' 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. 'The Contractor shall not permit at the site of the Work the use of alcohol or tobacco (except smokeless tobacco), illegal use of drugs or other controlled substances, verbal or other harassment, lewd or obscene language or behavior, or disregard for the property, privacy, or personal or business interests of the Owner, the owners, tenants or other occupants of adjacent or neazby parcels, or their respective contractors. The Contractor agrees to take prompt and effective corrective action in the event of violations of these standards of conduct. Notwithstanding the foregoing, the Contractor may permit at unenclosed portions of the site of the Work the use of tobacco; but the Owner may place conditions and restrictions on such use and for reasonable cause may revoke the Contractor's right to permit such use. Nothing in this Section 3.4.3 shall establish.or imply an employment relationship between the Owner, on the one hand, and the Contractor's and Subcontractors' employees and other persons carrying out the Work, on the other. § 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 to generally recognized standards of performance in the construction industry and will be free from defects, except for those inherent in the quality of the Work the Contract Documents require or permit and that all materials and equipment selected by the Contractor (or selected by the Subcontractors and accepted by the Contractor) will be suitable for the purposes indicated in the Contract Documents. 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. 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 teaz and normal usage. If required by the Architect, the Contractor shall famish satisfactory evidence as to the kind and quality ofmaterials and equipment. AIA Document AZO1TM - 2007. Copyright ®1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Ind' Institute of Architects. AJI 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 M, may resuk in severe civil and criminal penalties, and will be prosecuted to Ne maximum extent possible under the law. This document was produced by AIA software at 14:21:40 on 08/04/2009 under Order No_0423581647_1 which e~ires on 06/13/2010, and is not for resale. User Notes: (1466977361) § 3.5.1 The Contractor shall obtain and furnish directly to the Owner, subject to approval by the Architect and before final acceptance by the Owner, any written guarantees and warranties called for in the Contract Documents or applicable to any portion of the Work. § 3.5.2 Effective upon the written demand of the Owner or upon the insolvency, bankruptcy, dissolution or other incapacity of the Contractor, the Contractor assigns to the Owner all Subcontractors' warranties in materials and equipment and other portions or components of the Work. § 3.5.3 The Contractor shall collect, assemble in a binder and submit to the Owner written warranties and related documents provided by Subcontractors, including but not limited to suppliers of equipment, appliances and other components of the Project, at all tiers. Ail such written warranties shall extend to the Owner and to the City of Coppell, Texas. § 3.6 TAXES The Project is a Tax Exempt Project. § 3.7 PERMITS, FEES, NOTICES, AND COMPLIANCE WITH LAWS § 3.7.1 Unless otherwise provided in the Contract Documents, the Owner 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. § 3.7.3 If the Contractor performs Work knowing it to be contrary to applicable laws, statutes, ordinances, codes, rules and regulatiots, or {awful orders of public authorities, 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. 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 Arcli~tects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright law and International Treaties. Unauthorized 17 reproduction or distribution of this AIA° Document, or any poRion of it, may result in severe civil and criminal penattles, and will be prosecuted to the ~ maximum extent possible under the law. This document was produced by AtA software at 14:21:40 on 08/04/2009 under Order No.0423561847_1 whicfi e~ires on 06/13/2010, and is not for resale. User Notes: (1466977361) § 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 3.8.22. § 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 dwing 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 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. Failwe of the Architect to reply within the 14 day period shall constitute notice of no reasonable objection. § 3.9.3 The Contractor shall not employ a proposed superintendent to whom the Owner or Architect has made reasonable and timely objection. The Contractor shall not change the superintendent without the Owner's consent, which shall not unreasonably be withheld or delayed. § 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 informatia;t a Contractor's construction schedule for the Work prepared using the critical path method. The schedule shall not exceed time limits current under the Contract Documents, shall be revised (using the critical path method) 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 Stun 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 otherwise marked to indicate the as-built nature and configuration of the Work, 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. The Contractor also shall maintain at the Project site for the Owner and Architect one current copy of all subcontracts with Subcontractors, Requests for Information, Design Clarification Verification Requests, Requests for Proposals, Requests For Change Proposals and Change Proposals. All documents and items referenced in this AIA Document A201 "'- 2007. Copyright ®1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American tart- Institute of Architects. All rights reserved. WARNING: This AlA° Document is protected by U.S. Copyright Law and Intemationai Treaties. Unauthorized ~ 8 reproduction or distribution of this AIA° Document, or any portion of i4 may resuk in severe civil and criminal penakies, and will be prosecuted to Me ~ maximum extent possible under the taw. This document was produced by AIA software at 14:21:40 on 08!04!2009 under Order No.0423581847_1 which e~ires on 06/13/2010, and is not for resale. User Notes: (1466977361) Section shall be available to the Owner and Architect and shall be delivered to the Architect for submittal to the Ctwner no later than, and as a condition of, Final 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, manufactwer, supplier or distributor to illustrate some portion of the Work. §3.12.2 Product Data are illustrations, standard schedules, performance charts, instructions, brochwes, 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 aze not required by the Contract Documents may be returned by the Architect without action. § 3.12,5 711e Contractor shall review for compliance with the Contract Documents, approve and submit to the Architect Shop Drawings, Product Data, Samples and similar submittals required by the Contract Documents in accoi•dance_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 ofsepazate contractors. § 3.12.5 By submitting Shop Drawings, Product Data, Samples and similar submittals, the Contractor represents to the Owner and Architect that the Contractor has (1) reviewed and approved them, (2) determined and verified materials, field measwements 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 and the Owner in writing of such deviation at the time of submittal and (I) 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 signatwe and seal shalt appear on all drawings, calculations, lniL 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 19 reproduction or distributlon of this AIA° Document, or any portion of i4 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 a114:2t:40 on 08/04!2009 under Order No.0423581847_1 which e~ires on 06/13/2010, and is not for resale. User Notes: (1466977361) 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 thg 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 and, if so required by"the Owner, will perform itself or through its consultants a limited peer review of some or all of the design documents prepared by the Contractor or Subcontractors. The Contractor shall not be responsible for the adequacy of the performance and design criteria specified in the Contract Documents. However, the Contractor shall notify the: Architect in accordance with Section 3.2 if the Contractor discovers that additional performance and design criteria are required § 3.13 USE OF SITE The. Contractor shall confine operations at the site to azeas 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 make 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 requued 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 sepazate contractor except with written consent of the Owner and of such sepazate 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. § 3.15 CLEANING UP §3:15.1 The Contractor shall keep the premises and surrounding area, including contiguous roads, streets and sidewalks, free from accumulation of waste and excess materials, rubbish, excavated materials caused by operations under the Contract. At completion of the Work, the Contractor shall remove waste materials, rubbish, and the Contractor's and Subcontractors tools, construction equipment, machinery and surplus materials from and about the Project and the surrounding area and contiguous roads, streets and sidewalks. § 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, the Architect and their respective consultants access to the Work in I preparation and progress wherever located. § 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 particulaz 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, ifthe 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 and Owner. (nii AIA Document A201 "' - 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 Intemationai Treaties. Unauthorized 20 reproduction or distribution of this AIA° Document, or any portion of iR may result in severe civil and criminal penalties, and wilt be prosecuted to the ~ max(mum extent possible under the law. This document was produced by AIA software at 14:21:40 on 08/04/2009 under Order No.D423581847_1 which expires on 06/13!2010, and is not for resale. User Notes: (1466977361) § 3.181NDEMNIFICATION § 3.18.1 To the fullest extent permitted by law the Contractor shall indemnify, hold harmless, reimburse and defend the Owner, Architect, Architect's consultants, and the affiliates, owners, members, partrtas, officers, directors, agents and employees of any of them, and the successors of the foregoing (collectively, "Indemnitees"), from, for and against suits, actions, awards, penalties, liabilities, claims, economic and noneconomic damages, losses and ..expenses, whether actual or merely alleged and whether directly incurred or from a third party, including but not :. limited to attorneys' and expert witnesses' fees and related costs, disbursements and expenses, arising out of or resulting from performance of the Work, including any such suit, action, award, penalty, liability, claim, damage, loss or expense attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible " . `property (including to the Project itself), but only to the extent caused by or resulting from (i) the negligent or other wrongful acts or omissions of the Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts or omissions they are responsible, or (ii) the failure of any such person or entity to perform - as required by the Contract. The Contractor's obligations under Section 3.18.1 shall apply regardless of whether or not-such suit; action, award, penalty, liability, claim, damage, loss or expense is caused in part by a party indemnified thereunder. Such obligations shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in this Section 3.18. The obligations of this Section shall not be limited in any way by any limitation on the amount or type of damages, compensation or benefits payable by or for the Contractor or a Subcontractor under workers' compensation acts, disability benefit acts or other employee benefit acts. Contractor shall require each Subcontractor and agent to provide an indemnity, enforceable by and for the benefit of the Indemnitees, to the same extent required of the Contractor in" this Section. § 3,18.2 The Contractor's obligations under this Section shall apply regardless of whether or not such claim, damage, - loss or expense"is: caused in-part by a party indemnified hereunder. Such obligation shall not be construed to negate, _ abridge, or reduce other rights or obligations of indemnity which would otherwise exist as to a party or person describedin this Section 3.I8. ARTICLE 4 ARCHITECT " § 4:1 GENERAL § 4a.1 The Owner shall retain an architect lawfully licensed to practice architecture or an entity lawfully practicing azchitecture 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 singulaz 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 shalt not be unreasonably withheld. § 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 § 4.21 The Architect will provide administration of the Contract as described in the Contract Documents and will be an Owner's representative during construction until the date the Architect issues the final Certificate For Payment. The Architect will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents. § 4.2.2 The Architect will visit the site at intervals appropriate to the stage of construction, or as otherwise agreed with the Owner, to become generally familiar with the progress and quality of the portion of the Work completed, and to determine in general if the Work observed is being performed in a manna 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. § 4.23 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 toll AIA Document A201 "' - 2007. Copyright ®1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, t966, 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 21 reproduction or distribution of this AIA° Document, or any portion of it, may result in severe dull and criminal penakies, and will be prosecuted to the ~ maximum extent possible under the law. This document was produced by AIA software at 14:21:40 on 08/04!2009 under Order No.0423581847_t which expires on 06/13/2010, and is not for resale. User Notes: (1466977361) 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 failwe 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. §; 4.24 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. 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. §.4.27. The Architect willreview 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, tli'e design concept expressed in the Contract Documents. The Architect's action will be ~~ ` taken~in accordance with the submittal schedule approved by the Architect or, in the absence of an approved submittal schedule, with reasonable promptness while allowing sufficient time in the Architect's professional judgment to permit adequate review. Review of such submittals is not conducted for the pwpose 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, ail 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 in writing by the Architect, of any construction means, methods, techniques, sequences or procedwes. 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. § 4.29 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 pwsuant 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 pwsuant to Section 9.10; and issue a final Certificate for Payment pwsuant to Section 9.10. § 4.21.0 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. § 4.211 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. 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 tDd' 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 R. may resuk in severe civil and criminal penakies, and will be prosecuted to the ~ maximum extent possible under the law. This document was produced by AIA software at 14:21:40 on 08/04/2009 under Order No.0423561847_t which e~ires on 06/13/2010, and is not for resale. User Notes: (1466977361) § 4.2.12 Interpretations and decisions of the Architect will be consistent with the intent of, and reasonably inferable from, the Contract Documents and will be in writing or in the form of drawings. When making such 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. § 4.213 Subsection not used. § 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 or a subcontractor at a higher tier to perform a portion of the Work at the site. The term "Subcontractor" is referred to throughout the Contract Documents as if singulaz 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 sepazate contractor: § 5.1.2 Subsection not used. § 5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK §.5.2.1 Unless otherwise stated in the Contract Documents or the bidding requirements, the Contractor, as soon as practicable after award of the Contract, shall furnish in writing to the Owner through the Architect the names of persons or, entities (including those who aze to fiunish materials or equipment fabricated to a special design) proposed for each principal portion of the Work. The Architect may reply within 14 days to the Contractor in writing stating (1) whether the Owner or the 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 14 day period shall constitute notice of no reasonable objection. § 5.2.2 The Contractor shall not contract with a proposed person or entity to whom the Owner or Architect has made reasonable and timely objection. The Contractor shall not be required to contract with anyone to whom the Contractor has made reasonable objection. § 5.2.3 If the Owner or Architect has reasonable objection to a person or entity proposed by the Contractor, the Contractor shall propose another to whom the Owner or Architect has no reasonable objection. If the proposed but rejected Subcontractor was reasonably capable of performing the Work, the Contract Sum and Contract Time shall be increased or decreased by the difference, if any, occasioned by such change, and an appropriate Change Order shall be issued before commencement of the substitute Subcontractor's Work. However, no increase in the Contract Sum or Contract Time shall be allowed for such change unless the Contractor has acted promptly and responsively in submitting names as required. § 5.2.4 The Contractor shall not substitute a Subcontractor, person or entity previously selected if the Owner or Architect makes reasonable objection to such substitution. § 5.3 SUBCONTRACTUAL RELATIONS By appropriate written agreement, the Contractor shall require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by terms of the Contract Documents, and to assume toward. the. Contractor all the obligations and responsibilities, including 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_ The Contractor shall require each Subcontractor to enter into similar agreements with Subcontractors at lower tiers. The Contractor shall make available to each proposed Subcontractor, prior to the AIA Document A201^' - 2007. Copyright ®1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American (~tt' 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 f maximum extent possible under the law. This document was produced by AIA software at 14:21:40 on 08/04/2009 under Order No.0423581847 1 which e~ires on 06/13/2010, and is not for resale. - User Notes: (1466977361) execution of the subcontract ageement, 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 ageement 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. §, 5.3.1.1 As used in this Section 5.3, in Section 5.4 and other provisions of the Contract, the terms "subcontract agreement", "subcontract" and similar terms shall mean and include subcontracts per se and also pwchase orders, material and equipment supply ageements, consultant ageements and similar contracts for labor, services, materials or equipment for the Project to which a Subcontractor is a party. § 5.3.2 The Owner and Contractor acknowledge and agee that the Owner is and shall be a third-party beneficiary of each subcontract. §.5.3.3 Each subcontract shall state that the Owner is and shall be a third-party beneficiary of such subcontract, and that the Owner shall have the right to assert claims directly against the Subcontractor for breach of contract, breach of express warranties, breacli'of implied warranties including warranties of merchantability and of fitness for a particular purpose, negligence and other claims arising out of or related to the Work or the Project. The Owner and Contractor acknowledge and agree that the purpose of this Section 5.3.3 is to enable the Owner, in addition to the .Contractor, to assert claims for damages and indemnification directly against Subcontractors that are or may be responsible for breach of the>Contract, defects in the Work, and other damages incurred by the Owner arising out of or related to the Work. or the Project ,§ 5.3.4 Each subcontract shaltstate that the Subcontractor agees to the contingent assignment of the subcontract to the Owner, consistent with Section 5.4. 5.3.5 Upon the Owner's request, the Contractor shall provide the Owner with a copy of each subcontract with first- tier:Subcontractors. Upon thb,Owner's request, the Contractor shall require submittal by its first-tier Subcontractors of copies of subcontracts with their subcontractors at all tiers and shall provide them to the Owner. The Contractor's reasonable.costs of complying with this Section 5.3.5 shall be a part of the Cost of the Work, pwsuant to a Change Order increasing the Guaranteed Maximum Price accordingly. § 5.4 CONTINGEr`~T ASSIGNh1ENT OF SUBCONTRACTS § 5.4,1 Each subcontract agreement for a portion of the Work is assigned by the Contractor to the Owner, provided that .1 assignment is effective only after termination of the Contract by the Owner for cause pwsuant to Section 14.2 and only for those subcontract ageements that the Owner accepts by notifying the Subcontractor and Contractor in writing; and .2 assignment is subject to the prior rights of the swety, if any, obligated under bond relating to the Contract. When the Owner accepts the assignment of a subcontract ageement, 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 and, upon acceptance of such assignment, the successor contractor or other entity shall become legally responsible for the assigned subcontract ARTICLE 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS § 6.10WNER'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 inswance 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. Ir1it AIA Document A201*" - 2007. Copyright ®1911, 1915, 1916, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. A!1 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 resuR in severe civil and criminal penalties, and wfll be prosecuted to the ~ maximum extent possible under the law. This document was produced by AIA software at 14:21:40 on 08/04/2009 under Order No.0423581847 1 which expires on 06/13/2010, and is not for resale. - UserNotes: (1466977361) § 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 Contractor, separate contractors and the Owner until subsequently revised. § 6.1.4 Unless otherwise provided in the Contract Documents, when the Owner performs construction or operations related to the Project with the Owner's own forces, the Owner shall be deemed to be subject to the same obligations and to have the. same rights that apply to the Contractor under the Conditions of the Contract, including, without excluding others, those stated in Article 3, this Article 6 and Articles 10, I 1 and 12. . § 6.2 MUTUAL RESPONSIBILITY § 6.2.1 The Contractor shall;afford the Owner and separate contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activities, and shall connect and coordinate the Contractor's construction:and operations with theirs as required by the Contract Documents. § 6.2.2 Ifpart of the Contractor's Work depends for proper execution or results upon construction or operations by the Owner or a separate contractor, the Contractor shall, prior to proceeding with that portion of the Work, promptly report to the Architect and the Owner apparent discrepancies or defects in such other construction that would render it unsuitable for such. proper execution and results. Failure of the Contractor so to report shall constitute an aclcnoyvledgment that the Owner's or separate contractor's completed or partially completed construction is fit and _ proper'to receive th'e 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. Subject to the provisions of Section: 6.2.2, 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. § 6.24 The Contractor shall promptly remedy damage the Contractor wrongfully causes to completed or partially completed`construction or#o property of the Owner or separate contractors as provided in Section 10.2.5. § 6.2.51fie 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 from 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. tniL AIA Document AZOf ^' - 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 2S reproduction or distribution of this AIA° Document, or any portion of i4 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 14:21:40 on 08/04/2009 under Order No.0423581847 1 which e~ires on 06/13/2010, and is not for resale. - User Notes: (1466977361) § 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. § 7.2 CHANGE ORDERS § 7.21 A Change Order is a written instrument prepared by the Architect and signed by the Owner, Contractor and Architect stating their agreement upon all of the following: .1 The change in the Work; .2 The amount of the adjustment, if any, in the Contract Sum; and .3 '17fe 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 teams 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. Irl such case, and also under Section 7.3.3.3, the Contractor shall keep and present, in such form as he 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; Rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Contractor o< others; IrtiL AIA Document A201n' - 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 resuk 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 14:21:40 on OSlQ4/2009 under Ober No.0423581847_1 which expires on 06/13/2010, and is not for resale. User Notes: (1466977361) Costs of premiums for all bonds and insurance, permit fees, and sales, use or similar taxes related to the Work; and 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. §: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 makean 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 a right of either party to disagree and assert a Claim in accordance with Article 15. 7.3.10 When the Owner-arid 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 ofa 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 Tirrie'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. ARtICi_E 8 < TIME:- § 8~1 DEFINITIONS- § 8.1.4 Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, allotted in the Contract Documents for Substantial Completion of the Work. § 8.1.2 The date of commencement of the Work is the date established in the Agreement. § 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 calendaz 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 1 l to be famished 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 DI_LAYS AND EXTENSIONS OF TIME § 8.3.1.1If 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 not caused or contributed to by the Contractor, Subcontractors, or any person or entity for whose acts or omissions any of them aze responsible, fire, unusual delay in deliveries beyond the Contractor's reasonable control, unavoidable casualties, abnormally adverse weather conditions, cessation of the Work pursuant to Section 10.3.1, or other causes beyond the Contractor's control; or by delay AIA Document A201TM - 2007. Copyright ®1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American tart' 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° DocumerM, or any portion of it. may resuk 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 14:21:40 on 08/04/2009 under Order No.0423581847_1 which e~ires on 06!13/2010, and is not for resale. User Notes: (1466977361} authorized by the Owner pending mediation and arbitration; or by other causes that the Owner agrees may justify delay, then the Contract Time shall be extended by Change Order for such reasonable time as the Owner and Contractor agree. § 8.3.1.2 No extensions of the Contract Time shall be allowed for delays or suspensions to the extent caused by the negligent or other wrongful acts or omissions of the Contractor, Subcontractors, or anyone for whose acts or omissions any of them are responsible, or by the failure of such persons or entities to perform as required by the Contract ~ (Paragraph deleted) § 8.3.2 Claims relating to time shall be made in accordance with applicable provisions of Article I S. § 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. ARTICLE 9 PAYMENTS AND COMPLETION § 9.1 CONTRACT SUM The Contract Sum i5 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, before the first Application for Payment, 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 requve. This schedule, unless objected to by the Architect, shall be used as a basis for reviewing the Contractor's Applications. for Payment. The schedule of values shall be updated by the Contractor from time to time in order to account forchanges in the Contract Sum pursuant to Change Orders. § 9.3 APPLICATIONS FOR PAYMENT §.9.3.1 At least twenty. days before the date established for each progress payment, the Contractor shall submit to the Architect and Owner 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 the required lien and claim waivers and such other data substantiating the Contractor's right to payment as the Owner or Architect may. require, such as copies of requisitions from 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 offthe 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 free 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. AIA Document A201 "' - 2007. Copyright ®1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American IOri' 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 resuk in severe civil and criminal penalties, and will be prosecuted to the t maximum extent possible under the law. This document was produced by AIA software at 14:21:40 on 08/04/2009 under Order No.0423561847_1 which e~ires on 06/13/2010, and is not for resale. User Notes: (1466977361) § 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 4.5.1. §.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 aze 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 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 he 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'tothc 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 ornon-conforming Work not remedied or incomplete Work; .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, a separate contractor or a another third party; .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 failure to carry out the Work in accordance with the Contrail Documents. § 9.5.2 When the above reasons for withholding certification are removed, certification will be made for amounts previously withheld. § 9.5.31f the Architect withholds certification for payment under Section 9.5.1.3, the Owner may, at its sole option, and with no legal obligation to the Contractor or any Subcontractor at any tier to do so, issue joint checks to the Contractor and to any Subcontractor or material or equipment suppliers to whom the Contractor failed to make payment for Work properly performed or material or equipment suitably delivered. If the Owner makes payments by joint check, the Owner shall notify the Architect and the Architect will reflect such payment on the next Certificate for 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. 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 America<r Institute of Architects. All rights reserved. WARNING: This AlA° 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 penaNies, and will be prosecuted to the ~ maximum extent possible under the law. This document was produced by AIA software at 14:21:40 on 08/04!2009 under Order No.0423581847_t which e~ires on 06/13/2010, and is not for resale. User Notes: (1466977361) § 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 thatthe 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 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; 9.63 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 that is defective or not in accordance with the Contract Documents. § 9.6.7 Unless the Contractor provides the Owner with a payment bond in the full penal sum of the Contract Sum, payments received by the Contractor for Work properly performed by Subcontractors and suppliers shall beheld by the Contractor for those. Subcontractors or suppliers who performed Work or famished materials, or both, under contract with the Contractor for which payment was made by the Owner. Nothing contained herein shall require money to be. placed ,in a separate account and not commingled with money of the Contractor, shall create any fiduciary liability tir tort- liability on the part of the Contractor for breach of trust or shall entitle any person or entity to an award of punitive damages against the Contractor for breach of the requirements of this provision. § 9.6.8 Upon reasonable evidence of the unjustified nonpayment of one or more Subcontractors by the Contractor, the Owner may, after giving reasonable notice and opportunity to cure to the Contractor, make payment of amounts due to Subcontractors by direct payments or by means of multiple-payee checks. Upon request of the Owner, the Contractor shall timely famish to the Owner such information as the Owner reasonably will need to make such direct or multiple-payee check payments, including but not limited to the names and addresses of the first-tier Subcontractor payees and the amounts due to each. § 9.7 FAILURE OF PAYMENT If the Architect does not issue a Certificate for Payment, through no fault of the Contractor, Subcontractors, or anyone for whose acts or omissions any of them are responsible, 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 mediation or 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. § 9.8 SUBSTANTIAL COMPLETION § 9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof that the Owner agrees in writing to accept separately is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work, or designated portion thereof that the Owner agrees in writing to accept separately for its intended use. The Contractor shall use good faith efforts to provide at least thirty business days prior written notice to the Owner of the date that the Contractor reasonably expects to achieve Substantial Completion of the Project. § 9.8.2 When the Contractor considers that the Work, or a portion thereof which the Owner agees in writing to accept separately, is substantially complete, the Contractor shall prepare and submit to the Owner and the Architect 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 lid- Institute of Architects. A71 rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 30 reproduction or distribution of this AIA° Document, or any portion of it, may resuk in severe civil and criminal penakies, and wilt be prosecuted to the ~ maximum extent possible under the law. This document was produced by AIA software at 14:21:40 on 08/04/2009 under Order No.0423581847_1 which e~ires on 06!13/2010, and is not fw resale. User Notes: (1466977361) 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. Tn such case, the Contractor shall then submit a request for another inspection by the Architect to determine Substantial Completion. The Architect shall be accompanied by the City Engineer (or its authorized representative). in the conduct of any inspection to determine whether the Work or designated portion thereof is Substantially Complete. The Contractor will complete all items noted by the Architect and the City Engineer or its authorized representative, whether or not included on the Contractor's list, within twenty days after the date of the walk through inspection or inspections. § 9.8.4 When the Work or designated portion thereof which the Owner agrees to accept separately, is substantially complete, the Architect will determine the date of Substantial Completion, shall establish responsibilities of the Owner and Contractor for security, maintenance, heat, utilities, damage to the Work and insurance, shall include a punch list of items remaining to be completed or corrected notwithstanding achievement of Substantial Completion, and shall fix the time within which the Contractor shall finish all items on the punch 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; provided that with respect to components or portions of the Work for which Substantial: Completion is achieved after the date of Substantial Completion of the Work as a whole, such warranties shall commence on the dates of Substantial Completion of such components or portions. § 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 shalFinake 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. § 9,9 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 prepaze 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 ageement between the Owner and Contractor or, if no ageement is reached, by decision of the Architect. § 9.9.2 hnmediately 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 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 FlNAL COMPLETION AND FlNAL 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 and belief, and on the basis of the Architect's on-site visits and inspections, the Work has been completed in AIA Document A201 "' - 2007. Copyright ®1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American InK- institute of Architects. Atl 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 14:21:40 on 08/04/2009 under Order No.0423581847_1 which expires on 06/13/2010, and is not for resale. User Notes: (1466977361) 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. Should it become necessary for the Owner and Architect to conduct additional observations because of acts or omissions of the Contractor, Subcontractors, or anyone for whose acts or omissions any of them are responsible, the Owner and Architect will conduct such observations at the Architect's standard hourly rate and such costs will be deducted from monies due to the Contractor. § 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 (5), if required by the Owner, other data establishing paymentor satisfaction of obligations, such as receipts, releases and waivers of liens, claims, security interests or encurribrances arising out of the Contract, to the extent and in such form as may be designated by the Owner, (6) as-built mazked Drawings pwsuant to Section 3.11. and (7) a form of maintenance bond satisfactory to the City obligating the Contractor and its Subcontractors and Material Suppliers to repair all defects in the applicable portion. of the Project for a period of two years following issuance of the Final Certificate for Payment. If a Subcontractor refuses to furnish a release or waiver required by the Owner, the Contractor may famish 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 Substantiate Completion of the Work, final completion thereof is materially delayed through no fault of the,Contractor, Subcontractors, or anyone for whose acts or omissions any of them are responsible, 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, thewritten-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 Owner and the Architect prior to certification of such payment. Such payment shall be made under terms and conditions governing final payment, except that it shall not constitute a waiver of claims. § 9.10.4 The making of final payment shall constitute a waiver of Claims by the Owner except those arising from .1 liens, Claims, security ingests 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. .4 unresolved Claims identified in writing by the Owner as unsettled at the time of making final payment § 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. § 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 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 taw and International Treaties. Unauthorized 32 reproduction or distributlon of this AIA° Document, or any portion of k, may resuk 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 14:21:40 on 08/04/2009 under Order No.0423581847_1 which expires on 06!13/2010, and is not for resale. User Notes: (1466977361) .1 those performing labor or services or famishing materials or equipment at the Work site 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. .4 other structures contiguous to the Work site and otherwise located at or contiguous to the premises, and trees; shrubs, lawns, walks, pavements, roadways and utilities serving such structures and premises; and .5 the work; materials, equipment, tools, machinery and facilities of or being utilized by the Owner's own forces or their separate design professionals, consultants or contractors. § 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 Contactor hall 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 orstorage of explosives or other hazardous materials or equipment or unusual methods are necessary for execiltion of the Work, the Contractor shall exercise utmost care and carry on such activities under supervision :of properly qualified personnel. § 14.2.5,The:Contractior shali_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, aSubcontractor, aSub-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 ]oss 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 aze 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 enab{e 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, lead paint, mold 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. 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 AtA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 33 reproduction or distribution of this AIA° Document, or any portion of i4 may result in severe civil and criminal penakies, and will De prosecuted to the ~ maximum extent possible under the law. This document was produced by AIA software at 14:21:40 on 08!04!2009 under Order No.0423581847_t which e~ires on 06!13/2010, and is not for resale. User Notes: (1466977361) § 10.3.2 Upon receipt of the Contractor's written notice, the Owner shall obtain the services of a licensed laboratory to verify the presence or absence of the material or substance reported by the Contractor and, in the event such material or substance is found to be present, to cause it to be rendered harmless. Unless otherwise required by the Contract Documents, the Owner shall furnish in writing to the Contractor and Architect the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of such hazardous materials or who are to perform the task of removal or safe containment of such hazardous materials. 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 hazardousmaterials has been rendered harmless, Work in the affected area shall resume upon the directive of the Owner. 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 hazardous materials presents the risk of bodily injury or death. as describ~tl 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 or other wrongful acts or omissions 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 faultor negligence in the use and handling of such materials or substances or by the failure of Contractor to perform as requiredby thisSection 1U:3. §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 io 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, Subcontractors, or anyone for whom whose acts or omissions any of them are responsible, the Contractor is held liable by a government agency for the cost of remediation of a hazardous material: or substance solely by reason of performing Work as required by the Contract Documents, the Owner shall indemnify the Contractor for all cost and expense thereby incurred. § 10.4 SPILL RESPONSIBILITY § 10A.1 The Contractor is responsible for any and all releases of environmental pollution during performance of the Contract which occur as a resulf of, or are contributed by, actions of its agents, employees, suppliers, or Subcontractors. The Contractor agrees to promptly remediate such releases to satisfaction of the Owner and proper regulatory agencies in a manner that complies with applicable federal, state, and local laws and regulations. Cleanup shall be at no cost to the Owner. § 10.4.2 Contractor shall obtain the Owner's written consent prior to bringing onto the Work site any (i) environmental pollutants or (ii) hazardous substances or materials, as the same or reasonably similar terms are used in any applicable federal, state, or local statutes, rules or ordinances. Notwithstanding such written consent from the Owner, the Contractor, at all times, shall: .1 properly handle, use and dispose of all environmental pollutants and hazardous substances or materials brought onto the Work site, in accordance with all applicable federal, state, or local statutes, Hiles, or ordinances; .2 be responsible for any and all spills, releases, discharges, or leaks of (or from) environmental pollutants or hazardous substances or materials that the Contractor has brought onto the Work site; and 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 34 reproduction or distribution of this AIA° Document, or any portion of it. may resuR in severe civil and criminal penakies, and will be prosecuted to the ~ maximum extent poss(ble under the law. This document was produced by AIA software at 14:21:40 on 08/04!2009 under Oaten No.0423581847_1 which e~ires on 06/13/2010, and is not for resale. User Notes: (1466977361) promptly clean up, without cost to the Owner, such spills, releases, discharges, or leaks to the Owner's satisfaction and in compliance with all applicable federal, state, or local statutes, rules or ordinances. § 10.4.3The Contractor shall be liable for any and all costs, expenses, damages, claims, and causes of action, or any of them, related to or arising out of a spill, release, discharge, or leak of (or from) any environmental pollutant or hazardous substance or material, to the extent such spill, release, discharge, or leak was caused or contributed to by the Contractor's (i) fault or (ii) failure to perform in accordance with the Contract Documents. Nothing in this Section shall limit the Contractor's liability or responsibility under any other provision of the Contract Documents. § 10.4.4 The Contractor shall report all reportable quantity releases described in this Section 10.4 to applicable federal, state;;and local regulatory and emergency response agencies. Upon discovery, regardless of quantity, the Contractor must telephonically report all releases to the Owner. A written follow-up report shall be submitted to the Owner within 48 hours of the telephonic report. Such written report shall contain, at a minimum: .t Description of items released (identity, quantity, manifest number, and all other documentation required by law)': .2 Whether amount of items released is EPA/DEQ reportable and, if so, when it was reported. .3 Exact time: and location of release, including a description of the area involved. .4 Containment procedures initiated. .5 Summary of communications about the release the Contractor has had with members of the press or 'state or federal officials other than the Owner. .6, Description of cleanup procedures employed or to be employed at the site, including disposal location of spill residue.' i .7 Personnel injuries, if any, resulting from, or aggravated by, the release. § 10.5 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 i 1 iNSilRbNCE AND BONDS § 11.1 CONTRACTOR'S LIABILITY INSURANCE § 11.1.1 The Contractor shall purchase from and maintain in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located such insurance as will protect the Contractor from claims which may arise out of or result from the Contractor's operations and completed operations under the Contract and for which the Contractor may be legally liable, whether such operations be by the Contractor or by a Subcontractor or by anyone directly or indirectly employed by any of them, or by anyone for whose acts (Paragraphs deleted) or omissions-any of them are responsible. The insurance company or companies shall have a Financial Strength Rating of not less than A or higher and a Financial Size Category of VII or greater in the most recent edition of Best's Rating Guide. § 11.1.2 The insurance required by this Section 11.1 shall be written on an occurrence basis (except Professional Liability insurance) and, except as required otherwise herein or by law, shall be maintained without interruption from the date of commencement of the Work until at least ten (10) year(s) following the date of Substantial Completion and at all times thereafter when the Contractor is correcting defective or nonconforming Work. The amounts of any self-insured retention or deductibles shall be disclosed and subject to approval by Owner. Any self- insured retentions or deductibles, moreover, shall not be increased without the prior written approval of the Owner, and the Contractor shall pay all self-insured retentions or deductibles. § 11.1.2.1 The insurance shall be written for not less than the following limits, or greater if required by law, and otherwise shall comply with the following requirements: Workers' Compensation Insurance, subject to a waiver of subrogation in favor of the Owner, and Owner-Related Parties, with policy limits as required by applicable state and federal statutes. The Maritime Coverage Endorsement shall be incorporated if watercraft are used in performing the Work, Init AIA Document A201 "' - 2007. Copyright ®1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. A11 rights reserved. WARNING: This A{A° Document is protected by U.S. Copyright l..aw and lntemational Treaties. Unauthorized 3rJ reproduction or distribution of this AIA° Document, or any poRion of i4 may resuk in severe civil and criminal penalties, and will be prosecuted to the t maximum extent possible under the law. This dowment was produced by AiA software at 14:21:40 on 08/0412009 under Order No.0423581847_1 which ergrires on 06/13/2010, and is not for resale. User Notes: (1466977361) included or attached, shall be filed with the Owner prior to commencement of the Work and thereafter upon renewal or replacement of each required policy of inswance. Upon Owner's request, certificates of inswance of all inswance policies from Contractor's subcontractors shall also be provided. These certificates and the inswance policies required by this Section 11.1 shall contain a provision that coverages afforded under the policies will not be canceled or allowed to expire, and that its limits will not be reduced, until at least 30 days' prior written notice has been given to the Owner (ten (10) days in case ofnon-payment of premium). An additional certificate evidencing continuation of liability coverage, including coverage for completed operations, shall be submitted with the final Application for Payment as required by Section 9.10.2 and thereafter upon renewal or replacement of such coverage until the expiration of the time required by Section 11.1.2. Information concerning reduction of coverage on account of revised limits or claims paid under the General Aggregate, or both, shall be furnished by the Contractor to the Owner within three (3) business days.in accordance with the Contractor's information and belief. Upon receipt of any notice of eancellation;`expiration or reduction in coverage, the Contractor within five (5) business days shall procure or cause to be procured other policies of inswance, similar in all respects to those about to be cancelled, allowed to expire or reduced in coverage. If the Contractor fails to procure or cause to be procured the required . policies. within this five-day period, the Owner may without limitation to its other remedies procure such inswance at Contractor's expense. In addition, the Contractor's Commercial Geneeral Liability Policies shall be endorsed making the Owner an Additional Inswed using ISQ endorsements CG20 10 07 04 and CG20 37 07 04 or equivalent. § 11.1.3.1 Except as approved by Owner, the Contractor shall require each Subcontractor to obtain and maintain (a) inswance of the types and in the amounts set out in Items .1 (W!C), and .2 (Employer's Liability) of Subparagraph 11:2:1- and. (b) insurance of the types set out in Items .3 (GL) through .5 (Auto Liability) of Subpazagraph 11.2.1 but in the amounts of $2,000,000 per occurrence and $2,000,000 aggregate. Subparagraph 11.1.2 shall also apply to :Subcontractors' insurance: §:11.1:3.2 The insurance obtained and maintained by Subcontractors shall be maintained for the periods set out in Subparagraph 11:1:2, and otherwise shall comply with all requirements set out in Subparagraph 11.1, including buf not lurtlted to the requirements relating to loss payees and the payment of deductibles. § 11.1.3.3 Nothing in this Section shall be construed or applied to negate, abridge or reduce the responsibilities or liability of the Contractor or Subcontractors under other provisions of the Contract or applicable law. § 11.1.4 Subparagraph not used. 11.1.6 The Contractor shall obtain, pay for and maintain at all times dwing the conduct of the Work under this Contract a policy of Owners and Contractors Protective Liability Inswance naming the Owner, the City of Coppell, Texas and the Engineer as insweds for property damage and bodily injury which may arise in the prosecution of the Work or the Contractors operations under this Contract. Coverage will be on an occurrence basis, and the policy shall be issued by the same company that issues the Contractors Commercial General Liability Policy and with the same limits as the Contractors Commercial General Liability policy. §.1t.2 OWNER'S LIABILITY INSURANCE The Owner shall be responsible for pwchasing and maintaining the Owner's usual liability inswance. § 11.3 PROPERTY INSURANCE § 11.3.1 Unless otherwise provided, the Owner shall pwchase and maintain property inswance covering the improvements of which. the Project is a part in Causes of Loss -Special Form, or other all-risk form, for the full replacement value of the improvements, including the improvements which are the subject of the Project, written on an occurrence basis and issued by companies lawfully authorized to do business in the jurisdiction in which the Project is located and holding an A.M. Best Financial Strength Rating of A- or higher and a Financial Size Category of VII or greater:. Upon request by Contractor, this property inswance shall include the extent of the Contractor's and Subcontractor's interest in the Project, but not the personal property and equipment of each. Such property .inswance shall be kept in force until the requirements of the Contract have been satisfied in full. § 11.3.1.1 Subparagraph not used § 11.3.1.2 Subpazagraph not used. AIA Document A201"' - 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 [s protected by U.S. Copyright Law and Intemafional Treaties. Unauthorized rcproductfon or distribution of this AIA° DoeumeM, or any portion of t4 may resuk in severe civil and criminal penalties, and will be prosecuted to the 37 / maximum extent possible underthe law. This document was produced by AIA software at 14:21:40 on 08/04!2009 under Order No.0423581847_1 which expires on 06/13!2010, and is nol for resale. User Notes: (1466977361) § 11.3.1.3 If the property insurance requires deductibles, or self-inswance retention, the Owner shall pay costs not covered because of such deductibles and self-inswance retention. §-11.3.1.4 This property insurance shall be endorsed to cover portions of the Work stored off the site, and also portionsof the Work in transit. §.11.3.1.5 Partial occupancy or use in accordance with Section 9.9 shall not commence until the insurance company or companies providing property inswance have consented to such partial occupancy or use by endorsement or :otherwise. The Owner and the Contractor shall take reasonable steps to obtain consent of the inswance company or companies and shall, without mutual written consent, take no action with respect to partial occupancy or use that would cause cancellation; lapse or reduction of insurance. § l l .3.2 Subparagraph not used. §,11.3.3 LOSS OF USE INSURANCE Subparagraph not used. § 11.3.4 Subparagraph not used. §.11.3:5 If during the Project construction period the Owner inswes properties, real or personal or both, at or adjacent to the site by property insurance under policies sepazate from those inswing the Project, or if after final payment property insurance is to be provided on the completed Project through a policy or policies other than those insuring . the Project: dwing the. construction period, the Owner shall waive all rights in accordance with the terms of Section 11.3.7 for damages.caused by fire or other causes of loss covered by this separate property insurance; provided that such waiver shalt not appty to the extent such loss includes or results from defective Work and is covered by liability or other insurance of the Contractor, a Subcontractor, or anyone for whose acts or omissions any of them are responsible;, All separate policies shall provide this waiver of subrogation by endorsement or otherwise. § 11.3.6 Before an exposwe to loss may occur, the Owner shall provide Contractor a copy of certificate of inswance for the property insurance. The policy shall contain a provision that the policy will not be canceled or allowed to expire, and that its limits will not be reduced, until at least 30 days' prior written notice has been given to the Contractor, if avaitabie, otherwise the policy shall state that the inswer will endeavor to give the Contractor at least 30 days prior written notice befor the policy is cancelled or allowed to expire. 11.3.7 WAIVERS QF SUBROGATION The Owner and Contractor waive all rights against (1) each other and any of their subcontractors, sub- subeontractors; agents and employees, each of the other, and (2) the Architect, Architect'sconsultants, separate contractors described in Article 6, if any,-and any of their subcontractors,.agentsand employees, for damages caused by fire;or other causes of loss to the extent covered and paid by property insurance obtained pwsuant to this Section 11.3 or other property inswance applicable to the Work, (a) except such rights as they have to proceeds of such inswance held by the Owner and (b) except that there shall be no waiver as to property or buildings not duectly part of the Work itself. The Owner or Contractor, as appropriate, shall require of the Architect, Architect's consultants, separate contractors described in Article 6, if any, and the design professionals, consultants, contractors, subcontractors; sub-subcontractors, agents and employees of any of them, by appropriate agreements, similar waivers each in favor of other parties enumerated herein. The policies shall provide such waivers of subrogation by endorsement or otherwise. A waiver of subrogation shall be effective as to a person or entity even though that person or entity, would otherwise have a duty of indemnification, contractual or otherwise, did not pay the inswance premium directly or indirectly, and whether or not the person or entity had an insurable interest in the property damaged.. § 11.3.8 A loss inswed under the Owner's property inswance shall be adjusted by the Owner as fiduciary and made payable to the Owner for the insweds, as thetr interests may appear, subject to requirements of any applicable mortgagee clause and of Section 11.3.10. The. Contractor shall pay Subcontractors their just shares of insurance proceeds received by the Contractor, and by appropriate agreements, shall require Subcontractors to make payments to their subcontractors in similar manner. I § 11.3.9 Subparagraph not used. 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 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 14:21:40 on 08/04/2009 under Order No.0423581847_7 which expires on 0611312010, and is not for resale. User Notes: (1466977361) § 11,3.10 The Owner shall have power to adjust and settle a loss with inswers unless one of the parties in interest shall object in writing within five days after occurrence of loss to the Owner's exercise of this power; if such objection is made, the dispute shall be resolved in the manner selected by the Owner and Contractor as the method of binding dispute resolution in the Agreement. §;11.4 PERFORMANCE BOND AND PAYMENT BOND §.11.4.1 The Contractor shall furnish to Owner bonds covering faithful performance of the Contract and payment of obligations arising thereunder as stipulated in bidding requirements or specifically required in the Contract 'Documents' on the date of execution of the Contract. The Contractor acknowledges that the Purchase Agreement dated as of August 28; 2008 between the Owner and the City requires the Contractor to provide performance and payment bonds-for the construction of the Project to inswe completion of the Project, with such bonds to be prepared in forms which meet and satisfy the requirements of Chapter 2253, Texas Government Code, as amended or the provisions of Division 100 of the Standard Specifications for Public Works Construction dated October of 2004 issued by the North Central Texas Council of Governments, whichever are more strict and must be approved by the City Engineer of the City of Coppell Texas. The forms of such bonds shall be submitted by the Contractor to .the Owner promptly upon execution of this Agreement in order for Owner to submit same to the City for approval. § 11.4..1.1. Any Change Order, Construction Change Directive, order for a minor change in the Work or other Modification under the Contract shall not be subject to inspection or approval by any surety on any required bond. The swety on such bond, by issuing the bond, expressly waives its right to approve, and consents to, any such Change Order; Construction Change Directive, order or Modification. §.1.1.4.1.2 The swety on any required bond shall be bound to mediate and litigate any disputes between and among it, the Owner, Owner's separate consultants and contractors and their subconsultants and subcontractors, consultants and subconsultants,. contractors and subcontractors and their sureties, Contractor, Subcontractors, Subcontractors' swettes, Archftect:Architect's,consultants, and other persons or entities under contrail or otherwise engaged to furnish labor, services, materials or equipment for the Project or Lessee's tenant improvement work in the same way and to the same extentthat-the Contractor shall be bound to mediate and litigate any disputes between and among such parties. The swety shall be bound by the mediated agreement in the same way and to the same extent that the Contractor shall be bound. § 11.4.2 Upon. the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising undue the Contract, the Contractor shall promptly furnish a copy of the bonds or shall authorize a copy to be fiunished. ARTICLE 12 UNCOVERING AND CORRECTION OF WORK § 12.1 UNCOVERING OF WORK § 12.1.1 If a portion of the Work is covered contrary to the Owner's or Architect's request or to requirements specifically expressed in the Contrail Documents, it must, if requested in writing by the Owner or Architect, be uncovered for the Owner's or Architect's examination and be replaced at the Contractor's expense without change in the Contract Time. § 12.1.2 If a portion of the Work has been covered that the Owner or Architect has not specifically requested to examine prior to its being covered, the Owner or Architect may request to see such Work and it shalt be uncovered by the Contractor. If such Work is in accordance with the Contract Documents, costs of uncovering and replacement shall, by appropriate Change Order, be at the Owner's expense. If such Work is not in accordance with the Contract Documents, such costs and the cost of correction shall be at the Contractor's expense unless the condition was caused by the Owner or a separate contractor in which event the Owner shall be responsible for payment of such costs. § 12.2 CORRECTION OF WORK § 12.2.1 BEFORE OR AFTER SUBSTANTIAL COMPLETION The Contractor shall promptly correct Work rejected by the Owner or Architect as defective or failing to conform to the requirements of the Contract Documents, whether discovered before or after Substantial Completion and whether or not fabricated, installed or completed. Costs of correcting such rejected Work, including but not limited to additional testing and inspections, the cost of uncovering and replacement, and compensation for the Architect's Init. AIA Document A201 "' - 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 39 reproduction or distn'bution of this AIA° Document, or any portion of K. 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 14:21:40 on 08/04/2009 under Order No.0423581847 1 which expires on 06/13/2010, and is not for resale. - User Notes: (1466977361) services and expenses and the Owner's attorneys' fees and related costs, disbursements and expenses made necessary thereby, shall be at the Contractor's expense. § 12.2.2 AFTER SUBSTANTIAL COMPLETION § 12.2.2.1 In addition to the Contractor's obligations under Section 3.5, if, within one year after the date of Substantial Completion of the Work or designated portion thereof which the Owner agrees to accept separately, oc after the date for commencement of warranties established under Section 9.9.1, or by terms of an applicable special warranty required by the Contract Documents, any of the Work is found to be defective or not in accordance with the requirements of the Contract Documents, the Contractor shall correct it promptly after receipt of written notice from the Owner to do so unless the Owner has previously given the Contractor a written acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition. During the one-year period for correction of Work, if the Owner fails to notify the Contractor and give the Contractor an opportunity to make the correction, the Owner waives the rights to require correction by the Contractor. If the Contractor fails to correct defective or nonconforming Work within a reasonable time during that period after receipt of notice from the Owner or Architect, the Owner may correct it in accordance with Section 2A provided that if payment of the Contract Sum has already been made by the Owner then upon demand the Contractor shall reimburse the Owner pursuant to Section 2.4.. Nothing contained in this Section 12.2.2 shall operate to, in any way, shorten of modify the requirement under Section 5.2.1.4 of the AIA Document A 101 which is the Standazd Form of Agreement Between Owner and Contractor for this Project and Section 9.10.2 of this General Conditions of the Contract for Construction requiring a two year Maintenance Bond. § 12.2.2.2 The one-year period for correction of Work shall be extended with respect to portions of Work first performed after Substantial Completion of the Work as a whole by the period of time between Completion of the Work a5a whole and the actual completion of that portion of the Work. § 12.2.2.3 The oneryear period for correction of Work shall be extended by corrective Work performed by the Contractor pursuant to this Section 12.2 but only for the corrected portion of the Work and then only for one year from the date of completion of the corrective action. § 12.2.3 The Contractor shall remove from the site portions of the Work that are not in accordance with the requirements of t,'~e Contract Documents and are neitr'ter corrected by the Contactor nor accepted by the Ctwner. § 12.2,4 The Contractor shall bear the cost of correcting destroyed or damaged construction, whether completed or partially completed, of the Owner or separate contractors caused by the Contractor's correction or removal of Work that is not in accordance with the requirements of the Contract Documents. § 12.2.5 Nothing contained in this Section 12.2 shall be construed to establish a period of limitation with respect to other obligations the Contractor has under the Contract Documents or applicable law. Establishment of the one-year period for correction of Work as described in Section 12.2.2 relates only to the specific obligation of the Contractor to correct the. Work, and has no relationship to the time, nor shall otherwise be deemed to limit the time within which the obligation to comply'with the Contract Documents or applicable law may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Contractor's liability with respect to the Contractor's obligations other than specifically to correct the Work. § 12.3 ACCEPTANCE OF NONCONFORMING WORK 1f the Owner prefers to accept Work that is defective or not in accordance with the requirements of the Contract Documents, the Owner may do so instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made. ARTICLE 13 MISCELLANEOUS PROVISIONS § 13.1 GOVERNING LAW The Contract shall be governed by the law of the place where the Project is located except that, if the parties have selected arbitration as the method of binding dispute resolution, the Federal Arbitration Ad shall govern Section 15.4. 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 (art- Institute of Architects. All rights reserved. WARNING: This AlA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 40 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 14:21:40 on 08!04/2009 under Order No.042358t847 1 which e~ires on 06/13/2010, and is not for resale. User Notes: (1466977361} § 13.2 SUCCESSORS AND ASSIGNS § 13.2.1 The Owner and Contractor respectively bind themselves, their partrters, successors, assigns and legal representatives to covenants, agreements and obligations contained in the Contract Documents. Except as provided in Section 13.2.2, neither party to the Contract shall assign its rights or obligations under the Contract as a whole without written consent of the other. If either party attempts to make such an assignment without such consent, that party shall nevertheless remain legally responsible for all obligations under the Contract. §.13:2.2 The Owner may, without consent of the Contractor, assign the Contract to a lender providing construction financing for the Project, if the lender assumes the Owner's rights and obligations under the Contract Documents. The Contractor shall execute all consents reasonably required to facilitate such assignment. § 13.3 WRITTEN NOTICE Written notice shall be deemed to have been duly served if delivered in person to the individual, to a member of the firm or entity, or to an officer of the corporation for which it was intended; or if delivered at, or sent by registered or certified mail or by courier service providing proof of delivery to, the last business address known to the party giving notice. § 13.4 RIGHTS AND REMEDIES § 1$.4.1 Duties and obligations imposed by the Contract Documents and rights and remedies available thereunder shall be in addition to and not a limitation of duties, obligations, rights and remedies otherwise imposed or available by law. §.13.4.2 No action or failwe to act by the Owner, Architect or Contractor shall constitute a waiver of a right or duty afforded them under the Contract, nor shall such action or failure to act constitute approval of or acquiescence in a breach there under, except as may be specifically agreed in writing. § 13.5 TESTS AND INSPECTIONS § 13.5.1 Tests, inspections and'approvals of portions of the Work shall be made as required by the Contract Documents and by applicable laws, statutes, ordinances, codes, rules and regulations or lawful orders of public authorities. Unless otherwise provided, the Owner shall make arrangements for such tests, inspections and approvals with an independent testing laboratory or entity acceptable to the Owner, or with the appropriate public authority, and shall bear all related costs of tests, inspections and approvals. The Contractor shall cooperate with and if necessary assist the Owner and/ or the Architect in scheduling testing and inspections. §.13.5.2 If the Architect, Owner or public authorities having jurisdiction determine that portions of the Work require additional testing, inspection or approval not included under Section 13.5.1, the Architect will, upon written authorization from the Owner, instruct the Contractor to make arrangements for such additional testing, inspection or approval by an entity acceptable to the Owner and Architect, and the Contractor shall give timely notice to the Owner and Architect of when and where tests and inspections are to be made so that the Architect may be present for such procedures. The Owner may attend as well in the Owner's discretion. Such costs, except as provided in Section 13.5.3, shall be at the Owner's expense. § 13.5.3 If such procedures for testing, inspection or approval under Sections 13.5.1 and 13.5.2 reveal failure of the portions of the Work to comply with requirements established by the Contract Documents, all costs made necessary by such failure including those of repeated procedures and compensation for the Architect's services and expenses shall be at the Contractor's expense. § 13.5.4 Required certificates of testing, inspection or approval shall, unless otherwise required by the Contract Documents, be secured by the Contractor and promptly delivered to the Owner and Architect. § 13.5.5 If the Architect is to observe tests, inspections or approvals required by the Contract Documents, the Architect will do so promptly and, where practicable, at the normal place of testing. § 13.5.6 Tests or inspections conducted pursuant to the Contract Documents shall be made promptly to avoid unreasonable delay in the Work. 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 41 reproduction or distribution of this AIA° Document, or any portion of i4 may resuk 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 14:21:40 on 08/04/2009 under Order No.0423581847 1 which expires on 06/13/2010, and is not for resale. - User Notes: (1466977361) § 13.6 INTEREST Payments due and unpaid under the Contract Documents shall bear interest from the date payment is due at such rate as the parties may agree upon in writing or, in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located. § 13.7 TIME LIMITS ON CLAIMS The Owner and Contractor shall commence all claims and causes of action, whether in contract, tort, breach of warranty or otherwise, against the other arising out of or related to the Contract in accordance with the requirements of the final dispute resolution method selected in the Agreement within the time period specified by applicable law, but in any case not more than 10 years after the date of Substantial Completion of the Work. The Owner and Contractor waive all claims and causes of action not commenced in accordance with this Section 13.7. ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT § 14.1 TERMINATION BY THE CONTRACTOR § 14.1.1 The Contractor may terminate the Contract if the Work is stopped for a period of 30 consecutive days through no act or fault of the Contractor or a Subcontractor, or their agents or employees or any other persons or entities perforirling portions of the Work under direct or indirect contract with the Contractor, for any of the following reasons: .1 Issuance of an order of a court or other public authority having jurisdiction that requires all Work to be stopped; .2 An act of government, such as a declaration of national emergency that requires all Work to be stopped;,or .3 Because the Architect has not issued a Certificate for Payment and has not notified the Contractor of the reason for: withholding certification as provided in Section 9.4.1, or because the Owner has not made a required payment within the time stated in the Contract Documents; .4 The Owner has failed to furnish to the Contractor promptly, upon the Contractor's request, reasonable evidence as regliii•ed by Section 2.2.1. § 14:1.2 The Contractor may terminate the Contract if, through no act or fault of the Contractor or a Subcontractor, or their agents or employees or any other persons or entities performing portions of the Work under direct or indirect contract with the Contractor, repeated suspensions, delays or interruptions of the entire Work by the Owner as described in Section 14.3 constitute in the aggregate more than 100 percent of the total number of days scheduled for completion, or 120 days in any 365-day period, whichever is less. § 14.1.3 If one ofthe.reasons described in Section 14.1.1 or 14.1.2 exists, the Contractor may, upon seven days' written notice to the Owner and Architect, terminate the Contract and recover from the Owner payment for Work executed, including reasonable overhead and profit, costs incurred by reason of such termination, and damages. § 14.1.4 If the Work is stopped for a period of 60 consecutive days through no act or fault of the Contractor or a Subcontractor or their agents or employees or any other persons performing portions of the Work under contract with the Contractor because the Owner has repeatedly failed to fulfill the Owner's obligations under the Contract Documents with respect to matters important to the progress of the Work, the Contractor may, upon seven additional days' written notice to the Owner and the Architect, terminate the Contract and recover from the Owner as provided in Section 14.1.3. § 14.2 TERMINATION BY THE OWNER FOR CAUSE § 14.2.1 The Owner may terminate the Contract if the Contractor .1 repeatedly refuses or fails to supply enough properly skilled workers or proper materials; .2 fails to make payment to Subcontractors for materials or labor in accordance with the respective agreements between the Contractor and the Subcontractors; .3 repeatedly disregards applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of a public authority; or .4 otherwise is guilty of substantial breach of a provision of the Contract Documents. § 14.2.2 When any of the above reasons exist, the Owner, upon certification by the Initial Decision Maker that sufficient cause exists to justify such action, may without prejudice to any other rights or remedies of the Owner and AIA Document A201 "' - 2007. Copyright ®1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American tad' Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 42 reproduction or distribution of this AIA° Document, or any portion of i4 may resuk in severe dvil and criminal penalties, and will De prosecuted to the ~ maximum extent possible under the law. This document was produced by AIA software at 14:21:40 on 06/04/2009 under Order No.0423581847_1 which e~ires on 06/13/2010, and is rr~ for resale- User Notes: (1466977361) after giving the Contractor and the Contractor's swety, if any, seven days' written notice, terminate employment of the Contractor and may, subject to any prior rights of the swety: .1 Exclude the Contractor from the site and take possession of all materials, equipment, tools, and cogstruction equipment and machinery thereon owned by the Contractor; .2 Accept assignment of subcontracts pwsuant to Section 5.4; and .3 Finish the Work by whatever reasonable method the Owner may deem expedient. Upon written request of the Contractor, the Owner shall famish to the Contractor a detailed accounting of the costs incurred by the Owner in finishing the Work. § 14.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 14.2.1, the Contractor shall not be entitled to receive further payment until the Work is finished. § 14.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work, including compensation for the Architect's services and expenses made necessary thereby, and other damages incurred by the Owner and not expressly waived, such excess shall be paid to the Contractor. If such costs and damages exceed the unpaid balance, the Contractor shall pay the difference to the Owner. The amount to be paid to the Contractor or Owner, as the case may be, shall be certified by the Initial Decision Maker, upon application, and this obligation for payment shall survive termination of the Contract. § 14.2.5.: In he Event the Owner terminates the Contract for cause and such termination subsequently is determined in . a final judgment through the selected dispute resolution process to have been wrongful, the termination shall automatically be converted to a termination for the Owner's convenience pwsuant to Section 14.4 and the amount due to the Contractor as reasonable overhead and profit on the Work not executed pursuant to Subsection 14.4.3 r shall be twice the sum stated as a maximum in subsection 14.4.3. §.14:3 SUSPENSION EY THE OWNER FOR CONVENIENCE § 14.3.1 The Owner may, without cause, order the Contractor in writing to suspend, delay or interrupt the Work in whole or in part for such period of time as the Owner may determine. § 14.3.2 The Contract Sum and Contract Time shall be adjusted for increases in the cost and time caused by suspension, delay or interruption as described in Section 14.3.1. Adjustment of the Contract Sum shall include profit. No adjustment shall be made to the extent .1 that performance is, was or would have been so suspended, delayed or interrupted by another cause for which the Contractor is responsible; or .2 thatan equitable adjustment is made or denied under another provision of the Contract. § 14.4 TERMINATION BY THE OWNER FOR CONVENIENCE § 14.4.1 The Owner may, at any time, terminate the Contract for the Owner's convenience and without cause. §.14.4.2 Upon receipt of written notice from the Owner of such termination for the Owner's convenience, the Contractor shall .1 cease operations as directed by the Owner in the notice; .2 take actions necessary, or that the Owner may direct, for the protection and preservation of the Work; and .3 except for Work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing subcontracts and pwchase orders and enter into no further subcontracts and pwchase orders. § 14.4.3 In case of such termination for the Owner's convenience, the Contractor shall be entitled to receive payment for Work executed, and costs incurred by reason of such termination, along with reasonable overhead and profit on the Work not executed, such reasonable overhead and profit on the Work not executed being to a maximum of $ .00. AIA Document A201 TM - 2007. Copyright ®1911, 1915, 1918, 1925, 1937, 1951, 1956, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American 10~- Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 43 reproduction or distribution of this AJA° 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 14:21:40 on 08/04/2009 under Order No.0423581847_1 which expires on 06/13/2010, and is not for resale. User Notes: (1466977361) ARTICLE 15 CLAIMS AND DISPUTES § 15.1 CLAIMS § 15.1.1 DEFlNITION A Claim is a demand or assertion by one of the parties seeking, as a matter of right, payment of money, or other relief with respect to the terms of the Contract. The term "Claim" also includes other disputes and matters in question between the Owner and Contractor arising out of or relating to the Contract. The responsibility to substantiate Claims shall rest with the party making the Claim. § 15.1.2 NOTICE OF CLAIMS Claims by either the Owner or Contractor must be initiated by written notice to the other party. Claims by either party must be initiated within 21 days after occurrence of the event giving rise to such Claim or within 21 days after the claimant first recognizes or reasonably should have recognized the condition giving rise to the Claim, whichever is later. Claims must be initiated by written notice to the other party. Failure to deliver the written notice of a Claim within the time set out in this Section shall result in a complete and final waiver of the Claim and all rights and remedies arising therefrom. § 15.1.3 CONTINUING CONTRACT PERFORMANCE Pending final resolution ofa Claim, except as otherwise agreed in writing or as provided in Section 9.7 and Article 14, the Contractor shall. proceed diligently with performance of the Contract and the Owner shall continue to make payments in accordance with the Contract Documents. § 15.1.4 CLAIMS FDR ADDITIONAL COST If the Contractor knows or has reason to believe before performing a particular portion of the Work that it will have ii Claim for an increase in the Contract Sum for performing that portion of the Work, written notice as provided herein shall be given by the Contractor before proceeding to execute the that particular portion of the Work. Otherwise, a Claimfor an increase in the Contract Sum shall be made pursuant to Section 15.1.2. Notice under this Section 15.1.4 shall cpntain sufficient detail and substantiating data to permit the Owner to evaluate the Claim. Prior notice is riot required for Claims relating to an emergency endangering life or property arising under Section 10.4. § 15.1.5 CLAIMS FOR ADDITIONAL TIME §_15.1.5.1 If the Contractor wishes to make a Claim for an increase in the Contract Time, written notice as provided herein shall be given to the Owner. The Contractor's Claim shall include detailed documentation of the cause or event(s) resulting. in the need for additional time and a schedule analysis based upon the approved Contractor's construction schedule showing the impact of the cause or the event(s) on the critical path of the approved Contractor's construction schedule. No Claim under this Section shall be valid unless so made and the critical path analysis is an absolute requirement. If a Claim for additional cost related to such claim for an increase in the Contract Time, it shall be made as provided in Section 15.1.2 and in conformance with the requirements for detail and substantiating data set forth in Section 15.1.4. § 15.1.5.2 If adverse weather conditions aze the basis for a Claim for additional time, such Claim shall be documented by data substantiating that weather conditions were abnormal for the period of time, could not have been reasonably anticipated and had an adverse effect on the scheduled construction. § 15.1.6 CLAIMS FOR CONSEQUENTIAL DAMAGES The Contractor and Owner waive Claims against each other for consequential damages arising out of or relating to this Contract This mutual waiver includes .1 damages incurred by the Owner for rental expenses, for losses of use, income, profit, financing, business and reputation, and for loss of management or employee productivity or of the services of such persons; and :2 ` damages incurred by the Contractor for principal office expenses including the compensation of .personnel stationed there, for losses of financing, business and reputation, and for loss of profit except anticipated profit arising directly from the Work. This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination in accordance with Article 14. Nothing contained in this Section 15.1.6 shall be deemed to preclude an award of liquidated damages, when applicable, in accordance with the requirements of the Contract Documents. Inlt AIA Document A201 ^' - 2007. Copyright ®1911, 7915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNINCa: 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 h. may resuk 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 14:21:40 on 08/04/2009 under Order No.0423581847 1 which e~ires on 06/13/2010, and is not for resale. - User Notes: (1466977361) § 15.2 NOTIFICATION OF SURETY, PROCEEDING UNDER LAWS RELATING TO LIEN CLAIMS 15.21 Subparagraph not used. § 15.2.2 Subparagraph not used. § 15.2.3 Subparagraph not used. I §.15.2.4 Subpazagraph not used. § 15.2.5 Subparagraph not used. §.15.2.6 Subparagraph not used. § 15.2.6.1 Subpazagraph not used. §,15.2.7 Irr: the event of a Claim against the Contractor, the Owner may, but is not obligated to, notify the surety, if any, ofthe nature and amount of the Claim. If the Claim relates to a possibility of a Contractor's default, the Owner may, but is not obligated to, notify the surety and request the surety's assistance in resolving the controversy. § 15.2:8 If a. Claim relates to or is the subject of a mechanic's lien, the party asserting such Claim may proceed in accordance with applicable law to comply with the lien notice or filing deadlines. §-5.3 MERIATION f § 15.3.1 Claims, disputes,:or other matters in controversy arising out of or related to the Contract except those I waived as providedfor in herein shall be subject to mediation as a condition precedent to binding dispute resolution. § 15.3.2 The parties shall endeavor to resolve their Claims by mediation which, unless the parties mutually agree otherwise, shall be adiinistered by the American Arbitration Association in accordance with its Construction Industry Mediation Procedures in effect on the date of the Agreement. A request for mediation shall be made in writing, delivered to the other party to the Contract, and filed with the person or entity administering the mediation. The request may be made concurrently with the filing of binding dispute resolution proceedings but, in such event, mediation shall proceed in advance of binding dispute resolution proceedings, which shall be stayed pending mediation-for a period of 60 days.from the date of filing, unless stayed for a longer period by agreement of the parties or court order. If an arbitration is stayed pursuant to this Section 15.3.2, the parties may nonetheless proceed to the selection of the arbitrator(s) and agree upon a schedule for later proceedings. § 15.3:3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is located; unless another location is mutually ageed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. § 15.4 ARBITRATION. § 15.4.1 If the parties have. selected arbitration as the method for binding dispute resolution in the Agreement, any Claim subject to, but not resolved by, mediation shall be subject to arbitration which, unless the parties mutually agree otherwise, shall be administered by the American Arbitration Association in accordance with its Construction Industry Arbitration Rules in effect on the date of the Agreement. A demand for azbitration shall be made in writing, delivered to the other party to the Contract, and filed with the person or entity administering the arbitration. The party filing a notice of demand for arbitration must assert in the demand all Claims then known to that party on which arbitration is permitted to be demanded. § 15.4.1.1 A demand for arbitration shall be made no earlier than concurrently with the filing of a request for mediation, but in no event shall it be made after the date when the institution of legal or equitable proceedings based on the Claim would be barred by the applicable statute of limitations. For statute of limitations purposes, receipt of a written demand for arbitration by the person or entity administering the arbitration shall constitute the institution of legal or equitable proceedings based on the Claim. AIA Document A201 "' - 2007. Copyright ®1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American tad' 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 thb AIA° Document, or any portion of it, may resuk in severe civil and criminal penakies, and will be prosecuted to the ~ maximum extent possible under the law. This document was produced by AIA software at 14:21:40 on 08/04/2009 under Order No.0423581847_t which e~ires on 06/13/2010, and is not for resale. User Notes: (1466977361) GREAT AMERICAN INSURANCE COMPANY OF NEW YORK NEW YORK Bond Mo. 1 504424 TEXAS STATUTORY PERFORMANCE BOND (PRIVATE WORK) KNOW ALL MEN BY THESE PRESENTS, that L. H. LACY COMPANY, LTD. as Principal, hereinafter called Contractor, and GREAT AMERICAN INSURANCE COMPANY OF NEW YORK, a corporation, organized and existing under the laws of the State of New York, with its principal office in the city of Cincinnati, Ohio (hereinafter called the Surety}, as Surety, are held and firmly bound unto PW COMMERCE CENTER, L. P., A TEXAS LIMITED PARTNERSHIP, 1 5350 S.W. SEQUOIA PKWY, #300, PORTLAND, OR 97224 as Obligee, hereinafter called Owner, in the amount of TWO MILLION, SEVEN HUNDRED EIGHTY THOUSAND, NINETY-TWO & 76/ 1 00 Dollars ($ 2,780,092.76 }, or the payment whereof Contractor and Surety bind themselves, their heirs, executors, administrators, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, the Contractor has by written agreement dated JUNE 1 5, 2009. ,entered into a contract with Owner for SOUTHWESTERN BLVD. FROM GRAPEVINE CREEK TO BELTLINE ROAD, SOUTHWESTERN BLVD. FROM GRAPEVINE CREEK TO SOUTH COPPELL ROAD, CONSTRUCTION OF ROAD & BRIDGE-SOUTHWESTERN BLVD. in accordance with Drawings and Specifications prepared by (Here insert iuU name and address or legal title of Architect) which contract is by reference made a part hereof, and is hereinafter referred to as the Contract. NOW, THEREFORE, THE CONDITION OF THIS OBLtGAT10N is such that, 'rf Contractor shall promptly and faithfully perform said Contract, then this obligation shall be null and. void; otherwise it shah remain in full force and effect. The Surety hereby waives notice of any alteration or extension of time made by the owner. Whenever Contractor shall be, and declared by Owner to be in default under the Contract, the Owner having performed Owner's obligations thereunder, the Surety may promptly remedy the default, or shall promptly 1) Complete the Contract in accordance with its terms and conditions, or 2) Obtain a bid or bids for completing the Contract. in accordance. with its terms and conditions, and upon determination by Surety of the lowest responsible bidder, or, if the Owner elects, upon determination by the Owner and the Surety jointly of the lowest responsible bidder, arrange for a contract between such bidder and Owner, and make available as Work progresses (even though there should be a default or a succession of defaults under the contract or contracts of completion arranged under this paragraph} sufficient funds to pay the cost of completion less the balance of the contract price; but not exceeding, including other costs and damages for which the Surety may be (fable hereunder, the amount set forth in the first paragraph hereof. The term "balance of the contract price," as used in this paragraph, shall mean the total amount payable by Owner to Contractor under the Contract and any amendments thereto, less the amount properly paid by Owner to Contractor. .Any Suit under this bond must be commenced in a court of competent jurisdiction within two calendar years and one day from -the date on which the principal ceased work. Warranty work is not to be considered in the determination of when the principal ceased work. No right of action shalt accrue on this bond to or for the use of any person or corporation other than ttie Owner named herein or the heirs, executors, administrators or successors of the Owner. iN WITNESS WHEREOF, the said Principal and Surety have signed and sealed this instrument this 1 2TH day of AUGUST, 2009 - PANY, LTD. r ~". ___ (,~'nncipal) COUNTERSIGNED: By N/A Resident Agenf S 1117C ;10!00) GREAT AMERICAN INSURANCE COMPANY OF NSW YORK (~ ~ By VICKIE BYUS Attorney-irrFac! i GREAT AMERICAN fNSURANCE COMPANY OF NEW °YORK NEW YORK Bond No. 1 504424 TEXAS STATUTORY PAYMENT BOND {PRfVATE WORK) KNOW ALL MEN BY THESE PRESENTS, that L. H. LACY COMPANY, LTD. as Princpal, hereinafter called Contractor, and GREAT AMERICAN INSURANCE COMPANY OF NEW YORK, a corporation, organized and existing under the taws of the State of New York, with its principal africe in the city of Cinannati, Ohio (hereinafter called the Surety), as Surety, are held and firmly bound unto PW COMMERCE CENTER, L. P., A TEXAS LIMITED PARTNERSHIP, 15350 S.W. SEQUOIA PKWY, #300, PORTLAND, OR 97224 as Obligee, hereinafter called Owner, in the amount of TWO MILLION, SEVEN HUNDRED EIGHTY THOUSAND, NINETY-Two & 76/ 1 00 or the payment whereof Contractor and Surety bind and assigns, jointly and severally, firmly by these presents Dollars ($ 2,780,092.76 ) themselves, their heirs, executors, administrators, successors WHEREAS, the Contractor has by written agreement dated JUNE 1 5, 2009 ,entered into a contract with Owner for SOUTHWESTERN BLVD. FROM GRAPEVINE CREEK TO BELTLINE ROAD, SOUTHWESTERN BLVD. FROM GRAPEVINE CREEK TO SOUTH COPPELL ROAD, CONSTRUCTION OF ROAD & BRIDGE -SOUTHWESTERN BLVD. in accordance with Drawings and Specifications prepared by .(Here insert full name and address or legal title of Architect) which contract is by reference made a part hereof, and is hereinafter referred to as the Contract. NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION is such that, if Contractor shall promptly and faithfully perform said Cortract, then ibis obligation shall be null and void; otherwise it shalt remain in full force and effect. The Surety hereby waives notice of any alteration or extension of time made by the owner. Whenever Contractor shall be, and declared by Owner to be in default under the Contract, the Owner having performed Owner's obligations thereunder, the Surety may promptly remedy the default, or shall promptly 1) Complete the Contract in accordance with -its terms and conditions, or 2) Obtain a bid or bids for completing fhe Contract in accordance with its terms and conditions, and upon determination by Surety of the lowest responsible bidder, or, if the Owner elects, upon determination by the Owner and the Surety jointly of the lowest responsible bidder, arrange for a contract between such bidder and Owner, and make available as Work progresses (even though there should be a defauk or a succession of defaults under the contract or contracts of completion arranged under this paragraph) sufficient funds to pay the cost of completion less the balance of the contract price; but not exceeding, including other costs and damages for which the Surety may be liable hereunder, the amount set forth in the first paragraph hereof. The term "balance of the contract price," as used in this paragraph, shat{ mean the total amount payable by Owner to Contractor under the Contract and any amendments thereto, less the amount properly paid by Owner to Contractor. Any Suit under this bond must be commenced in a court of competent jurisdiction within two calendar years and one day from the date on which the principal ceased work. Warranty work is not to be considered in the determination of when the principal ceased work. No right of action shall accrue on this bond to or for the use of any person or corporation other than the Owner named herein or the heirs, executors, administrators or successors of the Owner. !N WITNESS WHEREOF, the said Principal and Surety have signed and sealed this insWment this 1 2TH day of AUGUST, 2009 COUNTERSIGNED: By N/A Resident Agent s ~~~~e c~oiool L. C O P Y, LTD. • r r (Principal) GREAT AMERICAN INSURANCE COMPANY OF NEVI! YORK By .Attnmey-in-r=3rf VICKIE BYUS GREAT AMERICAN INSURANCE COMPANY OF NEW YORK New York Administrative Office: 580 WALNUT STREET CINCINNATI, OHIO 45202 513-369-5000 FAX 513-723-2740 The number of persons authorized by NINE this power of attorney is not more than No. ~ 18856 POWER OF ATTORNEY KNOW ALL MEN BYTHESE PRESENTS: That the GREAT AMERICAN INSURANCE COMPANY OF NEW YORK, a corporation organized and existing under and by virtue of the laws of the State of New York, does hereby nominate, constitute and appoint the person or persons named below its true and lawful attorney-in-fact, for it and in its name, place and stead to execute in behalf of the said Company, as surety, any and all bonds, undertakings and contracts of suretyship, or other written obligations in the nature thereof; provided that the liability of the said Company on any such bond, undertaking or contract of suretyship executed under this authority shall not exceed the limit stated below. Name KRISTI LOVETT VICKIE BYUS ASHLEY BRITT RUSSELL DAVID T. MICLETTE Address ALL OF HOUSTON, TX Limit of Power ALL UNLIMITED DAVID G.MICLETTE EDWARD G. BRITT, JR BARRY MCCORD ROBERT C.DAVIS LAURA LIVELY This Power of Attorney revokes all previous powers issued in behalf of the attorney(s)-in-fact named above. IN WITNESS WHEREOF, the GREAT AMERICAN INSURANCE COMPANY OF NEW YORK has caused these presents to be signed and attested by its appropriate officers and its corporate seal hereunto affixed this 15TH day of APRIL 2009 Attest GREAT AMERICAN INSURANCE COMPANY OF NEW YORK DAVID C. KITCHIN (513-412-4602) STATE OF OHIO, COUNTY OF HAMILTON-ss: On this 15TH day of APRIL 2009 ,before me personally appeared DAVID C. KITCHIN, to me known, being duly sworn, deposes and says that he resides in Cincinnati, Ohio, that he is the Divisional Senior Vice President of the Bond Division of Great American Insurance Company of New York, the Company described in and which executed the above instrument; that he knows the seal; that it was so affixed by authority of his office under the By-Laws of said Company, and that he signed his name thereto by like authority. This Power of Attorney is granted by authority of the following resolutions adopted by the Board of Directors of Great American Insurance Company of New York by unanimous written consent dated July 27, 1995. RESOLVED: That the Divisional President, the Divisional Senior Vice President, the several Divisional Vice Presidents and Divisional Assistant Vice Presidents, or any one of them, be and hereby is authorized, from time to time, to appoint one or more Attorneys-in-Fact to execute on behalf of the Company, as surety, any and all bonds, undertakings and contracts of suretyship, or other written obligations in the nature thereof,• to prescribe their respective duties and the respective limits of their authority; and to revoke any such appointment at any time. RESOLVED FURTHER: That the Company seal and the signature of any of the aforesaid officers and any Secretary or Assistant Secretary of the Company maybe affixed by facsimile to any power of attorney or certificate of either given for the execution of any bond, undertaking, contract or suretyship, or other written obligation in the nature thereof, such signature and seal when so used being hereby adopted by the Company as the original signature of such officer and the origina! seal of the Company, to be valid and binding upon the Company with the same force and effect as though manually affixed. CERTIFICATION I, EVE CUTLER ROSEN, Senior Vice President, General Counsel & Assistant Secretary of Great American Insurance Company of New York, do hereby certify that the foregoing Power of Attorney and the Resolutions of the Board of Directors of July 27, 1995 have not been revoked and are~ow in full f rce and effect. r~ Q Signed and sealed this (~ day of ~ (,(S I pl,~ 7 S1185E (4/08) ,4coR0~ CERTIFICATE OF LIABILITY INSURANCE ~ DATE(MM/DD/YYYY) ~ 8 11 2009 PRODUCER THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION Bowen, Miclette & Britt Insurance Agency, LLC ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE 1111 North Loop West HOLDER. THIS CERTIFICATE DOES NOT AMEND, EXTEND OR S it 400 ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. u e Houston TX 77008 INSURERS AFFORDING COVERAGE NAIC # INSURED INSURERA:Twln Cit Fire Insurance Com L. H. Lacy Company, Ltd. P O B 541297 INSURERB:Hartford Fire Ins Co. 9682 . . ox Dallas TX 75354 INSURERC:pmerican Guarantee and Liabil 6247 INSURERD:Hartford Underwriters INSURER E: COVERAGES THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. AGGREGATE LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR T DD' POLICY NUMBER POLICY EFFECTIVE D MM D POLICY EXPIRATION DATE MM D LIMITS A GENERAL LIABILITY 61 CQT13 2 3 2~ 1~ 2 0 0 9 2~ 1~ 2 010 EACH OCCURRENCE $ 1 Q Q O, Q Q Q }{ COMMERCIAL GENERAL LIABILITY DAMAGE TO RENTED PREMISES Ea occurrence $ 5 0 0 0 0 C ~ LAIMS MADE OCCUR MED EXP (Any one person) $ 10 0 0 0 PERSONAL 8 ADV INJURY $ 1 QQQ Q Q Q GENERAL AGGREGATE S 2 O O O O O O GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS -COMP/OP AGG $ 2 0 Q 0 Q 0 Q POLICY }{ PRO- LOC $ AUT OMOBILE LIABILITY 61UENQTI3 2 4 2~ 1~ 2 0 0 9 2~ 1~ 2 010 X ANY AUTO COMBINED SINGLE LIMIT (Ea accident) $ 1, 0 0 0, 0 0 0 ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per person) $ }{ HIRED AUTOS BODILY INJURY $ X NON-OWNED AUTOS (Per accident) PROPERTY DAMAGE $ (Per accident) GARAGE LIABILITY AUTO ONLY - EA ACCIDENT $ ANY AUTO EA ACC OTHER THAN $ AUTO ONLY: qGG $ C EXCESS/UMBRELLA LIABILITY _ LTC9309072-06 2~1~201)9 2~1~2010 EACH OCCURRENCE $15 QQQ QQQ X OCCUR ~ CLAIMS MADE AGGREGATE $ 15 QQQ Q Q Q DEDUCTIBLE $ RETENTION $ $ D , AND EMPLOYERS'LABIUTY 61WEQT1322 2~1~2009 2~1~2010 X WC STATT- OTH- ~ IN ANY PROPRIETOR/PARTNER/EXECUTIVE ~ OFFICER/MEMBER EXCLUDE E.L. EACH ACCIDENT $ 1 QQQ Q Q Q D? (Mandatory in NH) E.L. DISEASE - EA EMPLOYE $ 1 0 Q 0 Q Q 0 If yes, describe under SPECIAL PROVISIONS below E.L. DISEASE -POLICY LIMIT $ 1 0 0 0 0 0 0 OTHER DESCRIPTION OF OPERATIONS (LOCATIONS / VEHICLES t EXCLUSIONS ADDED BY ENDORSEMENT /SPECIAL PROVISIONS ancellation Provision shown herein is subject to shorter or longer time periods depending on the jurisdiction of, and eason for, the cancellation. e: Southwestern Blvd from South Coppell Road to Beltline Road hen required by written contract, those Parties listed in said contract, including the certificate holder, PW Commerce enter, L. P., a Texas Limited Partnership (Owner) and Owner-Relatedd Parties, the City of Coppell, Texas are added as ontinued... CERTIFICATE HOLDER CANCELLATIC)N>r,,..o.,r ~ n .a~.,~ f.,,- ..* SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS WRITTEN NOTICE TO THE PW Commerce Center, L. P., d TEXdS Limited CERTIFICATE HOLDER NAMED TO THE LEFT, BUT FAILURE TO DO SO Partnership SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON 15350 S.W. Sequoia Parkway, #300 THE INSURER, ITS AGENTS OR REPRESENTATIVES. Portland OR 97224 AUTHORIZED REPRESENTATIVE ~~ J J{'J~~./~~~ ~ ~~~~ 'J_ AI:UKU Z5 (2009/07) ©7988-2009 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD IMPORTANT If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). DISCLAIMER This Certificate of Insurance does not constitute a contract between the issuing insurer(s), authorized representative or producer, and the certificate holder, nor does it affirmatively or negatively amend, extend or alter the coverage afforded by the policies listed thereon. ACORD 25 (2009101) DESCRIPTIONS Continued. an Additional Insured excluding Workers' Compensation and Employers' Liability but limited to the operations of the Named Insured under said contract, and always subject to the policy terms, conditions and exclusions. The policies certified hereon are primary to other insurance available to the Additional Insureds, but only to the extent required by written contract with the Named Insured, and always subject to the policy terms, conditions and exclusions. Waiver of Subrogation is granted in favor of Certificate Holder, PW Commerce Center, L.P., a Texas Limited Partnership (Owner), subcontractors, sub-subcontractors, agents and employees, Half & Associates, Inc. (the Architect), Architect's consultants, separate contractors, if any required, and any of their subcontractors, agents and employees of each, when required by written contract but limited to the operations of the Named Insured under said contract, and always subject to the policy terms, conditions and exclusions.