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Res 2023-12-1580 Award Construction Contract for the Anna Community Llibrary and Municipal Complex Plaza
CITY OF ANNA, TEXAS RESOLUTION NO. 2 6 2 3 -1 a -15 6o A RESOLUTION OF THE CITY OF ANNA, TEXAS AWARDING THE CONSTRUCTION CONTRACT FOR THE ANNA COMMUNITY LIBRARY AND MUNICIPAL COMPLEX PLAZA TO McCOWNGORDON CONSTRUCTION, LLC; AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Anna Community Library and Municipal Complex Plaza are identified as Community Investment Program construction projects in the City of Anna, Texas; and, WHEREAS, the City completed a publicly advertised best value bid process for the construction project, and opened the bids on November 13, 2023; and, WHEREAS, four bids were received, and all four bidders were interviewed and scored based on price, current workload, reputation, safety record, project team experience, and references; and, WHEREAS, McCownGordon Construction, LLC, was the highest scoring bidder in the best value review process; and, WHEREAS, the guaranteed maximum price of $16,170,602 identified in the attached construction contract is within the adopted budget for both projects; and, WHEREAS, funding for the project is included in the adopted Fiscal Year 2023-2024 Budget, as shown in the City of Anna Capital Improvement Plan; and, NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS THAT: Section 1. Recitals Incorporated The recitals above are incorporated herein as if set forth in full for all purposes. Section 2. Authorization of Award and Funding. That the City Council of the City of Anna hereby awards the contract for the construction of the Anna Community Library and Municipal Complex Plaza to McCownGordon, LLC. That funding for the Anna Community Library Project shall come from General Obligation Bond Funds as adopted in the Capital Improvement Plan included in the FY23-24 Fiscal Year Budget. That funding for the Municipal Complex Plaza construction project shall come from the Economic Development Corporation Funds and PID Funds as adopted in the Capital Improvement Plan included in the FY23-24 Fiscal Year Budget. PASSED AND APPROVED by the City Council of the City of Anna, Texas on this AM day of December 2023. ATTEST: APPROVED: THE CITY OP City Secretary, Carrie Land { �nr1 or, Nate Pike 1913 Ar PROJECT ADVOCATES December 5, 2023 Mr. Greg Peters, P.E. Interim Assistant City Manager City of Anna TX 120 W 7th St, Anna, TX 75409 Re: Anna Community Library and Anna Plaza - General Contractor Recommendation Mr. Peters, As the Owner's Representative for the City of Anna on the Anna Community Library and Anna Plaza projects, Project Advocates recommends the City of Anna to engage with McCownGordon Construction LLC as the General Contractor for both projects. We have thoroughly reviewed bids, held interviews with all four bidders, and had follow-up conversations with the front runners to properly vet the contractors on behalf of the City of Anna. The interviews were held on November 151^, with City Staff, Project Advocates, and members of the design team present. McCownGordon scored the highest, with all the City Staff. In accordance with the Project Charter, the General Contractor selection would be based on the 'Best Value' option forthe city. Emphasis was placed on the proposed team, references, safety ratings, company reputation, and current workload. McCownGordon's bid submission, along with the three other firms, fit within the budget set forth in the May 2511, 2021, Bond. McCownGordon is a stable company with positive references, safety rating, reputation, and dedicated staff ready to begin working on the Anna Community Library and Anna Plaza projects. Sincerely, Phil Miller Principal Project Advocates Page 1 of 1 THE CITY OF AttuallidsAnnaDAT Community Library and Plaza BID DATE SUMMARY -PRE-VETTING Received at 2:00 p.m., Monday, November 13, 2023 Library Base Contractor Bid Plaza Base Bid Bid Bond Addendum #1 Addendum #2 Total I NOVEL BUILDERS $15,369,397.00 $ 2,129,873.00 Y Y Y $ 17,499,270.00 2 TEGRITY CONTRACTORS $ 14,068,716.00 $ 1,929,061.00 Y Y Y $ 15,997,777.00 3 McCOWNGORDON CONSTRUCTION $14,124,359.00 $ 1,648,207.00 Y Y Y $ 15,772,566.00 4 TALLEY RIGGBQS CONSTRUCTION GROUP $ 14,357,869.00 $ 2,272,658.00 Y Y Y $ 16,630,527.00 ANNA COMMUNITY LIBRARY AND PLAZA vemrn .mwicmrt GC BID SUMMARY- UPDATED AFTER VETTING 'rH E CITY ON 1 NOVEMBER 28, 2023 Anna . , • - Pt Advocates Bid Project • • Day Cost Adjustments Talley Riggins Construction Tegrity Contractors Novel Builders McCown Gordon Library Soft Costs 5 7,434,957 $ 7,434.957 $ 7,434,957 $ 7.434,957 $ 7.434.967 Library Construction Hard Costs _?�- S 12.165.499 $ 12,396,115 $ 12.609,990 $ 13.097.507 $ 12.509,198 Library Construction In -Direct Costs S 2.309.775 $ 1,691,055 $ 1.458.726 $ 1.139,337 $ 1,404.720 Contractor Contingency S 401,802 $ 270.699 $ - $ 139,553 $ 87.863 14 Months Plaza Project .. • NOT APPLICABLE SINCE THE Opinion PLAZA COST OPINION WAS Plaza Soft Costs BELOW THE BUDGETED na PlaConstruction Hard Costs S AMOUNT Plaza Indirect Costs 13 Months 13 Months 15.5 Months 14 Months Talley Riggins Construction Tegrity Contractors Novel Builders McCown Gordon $ 796.700 $ 796,700 $ 796.700 $ 796,700 $ 1.962.138 $ 1,459.615 $ 1,952,646 IS 1,727,978 $ 267.672 $ 469,4461 $ 157,8881 $ 194,043 • - Project Advocates Bid Talley Riggins • . Tegrity Contractors Novel Builders McCown Gordon • . Day Cost Adjustments Construction Library Total Project Cost $ 22,348,018 $ 21.568.475 $ 21,439,896 $ 21,791,354 $ 21,436,738 Plaza Total Project Cost _ : $ 3,368,798 $ 3.069.358 $ 2,768,609 $ 2,926,573 $ 2,673,212 Total Project Cost Totals •r $ 25,716.816 $ 24,637,833 $ 24,208,505 $ 24,717,927 S 24.109.950 Wood Look Deck Alt 1-$58,543K Add Alt 1-$62,777 Add Alt 1-$65K Add Alt 1-$75,750 Add Acoustic Panels lAlt 2-$51,515 Add Alt 2-$59,777 Add Alt 2-$65k Adtl AI[2-$16,698 Atltl RTU Screenwall All a-$244,881 Add Alt 3-$254,777 Add Alt 3-$300k Add Alt 3-$261,800 Add Earth Formed GB Ak4-j$fi5,42fij Dad Alto j63,777j Deduct Alt 4-I520kl Deduct Alt 4-$77,510 Deduct DocuSign Envelope ID: B49EC387-7571-42CF-A8D1-3C262D70CA5F AIA Document A102e — 2017 Standard Form of Agreement Between Owner and Contractor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price AGREEMENT made as of the 4 day of December in the year 2023 (In words, indicate day, month and year.) ADDITIONS AND DELETIONS: The author of this document has BETWEEN the Owner: added information needed for its (Name, legal status, address and other information) completion. The author may also have revised the text of the original City of Anna, Texas AIA standard form. An Additions and Ryan Henderson, Interim City Manager Deletions Report that notes added 120 W 7th St, information as well as revisions to the Anna, TX 75409 standard form text is available from the author and should be reviewed. A and the Contractor: vertical line in the left margin of this (Name, legal status, address and other information) document indicates where the author has added necessary information McCownGordon Construction LLC a Missouri Limited Liability Company and where the author has added to or 5700 Granite Parkway, Suite 800 deleted from the original AIA text. Plano, TX 75024 This document has important legal ATTN: Charles DeVoe consequences. Consultation with an attorney is encouraged with respect for the following Project: to Its completion or modification. (Name, location and detailed description) The parties should complete Anna Community Library and Anna Plaza At Exhibit A, Insurance and Bands, o and Bonds, contemporaneously with 1 l 1 W Fitch Street this Agreement. AIA Document Anna, TX 75409 A201 TM-2017, General Conditions of the Contract for Construction, is adopted in this document by reference. Do not use with other The Architect: general conditions unless this (Name, legal status, address and other information) document is modified. BRW Architects 3535 Travis St #250 Dallas, TX 75204 The Owner and Contractor agree as follows. Init. AIA Document A102 -2017. Copyright® 1920, 1925, 1951, 1958, 1961. 1963, 1967, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects,""American Institute of Architects," *AIA; the AIA Logo, and "AIA Contract Documents' are trademarks of The American Institute of Architects. This document was produced at 18:55:48 ET on 11/30/2023 under Order No.2114397963 which expires on 01109/2024, is not for resale, is licensed for one-time I use only, and may only be used in accordance with the AIA Contract Documents* Terms of Service. To report copyright violations, e-mall docinfo@alawnlracts.com. User Notes: (1500543352) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F TABLE OF ARTICLES 1 THE CONTRACT DOCUMENTS 2 THE WORK OF THIS CONTRACT 3 RELATIONSHIP OF THE PARTIES 4 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION 5 CONTRACT SUM 6 CHANGES IN THE WORK 7 COSTS TO BE REIMBURSED 8 COSTS NOT TO BE REIMBURSED 9 DISCOUNTS, REBATES AND REFUNDS 10 SUBCONTRACTS AND OTHER AGREEMENTS 11 ACCOUNTING RECORDS 12 PAYMENTS 13 DISPUTE RESOLUTION 14 TERMINATION OR SUSPENSION 15 MISCELLANEOUS PROVISIONS 16 ENUMERATION OF CONTRACT DOCUMENTS EXHIBIT A INSURANCE AND BONDS ARTICLE 1 THE CONTRACT DOCUMENTS The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary, and other Conditions), Drawings, Specifications, Addenda issued prior to execution of this Agreement, other documents listed in this Agreement and Modifications issued after execution of this Agreement, all of which form the Contract, and are as fully a part of the Contract as if attached to this Agreement or repeated herein. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations, or agreements, either written or oral. If anything in the other Contract Documents, other than a Modification, is inconsistent with this Agreement, this Agreement shall govern. An enumeration of the Contract Documents, other than a Modification, appears in Article 16. ARTICLE 2 THE WORK OF THIS CONTRACT § 2.1 The Contractor shall fully execute the Work described in the Contract Documents, except as specifically indicated in the Contract Documents to be the responsibility of others. § 2.2 The Contractor's Project Team will include the individuals listed below and such other assistants, technical, administrative and other personnel as are required to cant' out the Work effectively, to maintain the progress of the Work in accordance with the requirements of the Project Schedule, and to satisfy all obligations of the Contractor under the Contract Documents, subject to the Owner's written approval. No change In the composition of the Project Team, including, without limitation, reassignment and/or removal of any Project Team member, shall be made without the Owner's written approval. The Owner may require removal or reassignment of any member of the Project Team, or Init. AIA Document A102 — 2017. Copyright 01920, 1926, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. `The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 18:55:48 ET on 11/30/2023 under Order No.2114397963 which expires on 01/09/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1500543352) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D74CA5F assistant, technical or administrative personnel with or without cause, upon notice to the Contractor. Contractor shall reassign or remove any Project Team member or assistant, technical or administrative personnel withing five (5) business days after notice to do so from the Owner. Before beginning the Work, the Contractor shall provide to the Owner and the Architect a job organization chart, identifying all key personnel involved in the Work and their responsibilities, including the percentage of time each person idendifed thereon will devote to the Project. Senior Project Manager — Brandon Rapp Project Superintendent — Josh Phelps Project Engineer — Laura Lei ARTICLE 3 RELATIONSHIP OF THE PARTIES 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 interests of the Owner; to furnish efficient business administration and supervision; to furnish at all times an adequate supply of workers and materials; and to perform the Work in an expeditious and economical manner consistent with the Owner's interests. The Owner agrees to furnish and approve, in a timely manner, information required by the Contractor and to make payments to the Contractor in accordance with the requirements of the Contract Documents. ARTICLE 4 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION § 4.1 The date of commencement of the Work shall be: (Check one of the following boxes.) [ ] The date of this Agreement. [ X ] A date set forth in a notice to proceed issued by the Owner. [ ] Established as follows: (Insert a date or a means to determine the date of commencement of the Work.) If a date of commencement of the Work is not selected, then the date of commencement shall be the date of this Agreement. § 4.2 The Contract Time shall be measured from the date of commencement of the Work. § 4.3 Substantial Completion § 4.3.1 Subject to adjustments of the Contract Time as provided in the Contract Documents, the Contractor shall achieve Substantial Completion of the entire Work: (Check one of the following boxes and complete the necessary information.) [ X ] Not later than 426 ( four hundred and twenty-six ) calendar days from the date of commencement of the Work. [ ] By the following date: § 4.3.2 Subject to adjustments of the Contract Time as provided in the Contract Documents, if portions of the Work are to be completed prior to Substantial Completion of the entire Work, the Contractor shall achieve Substantial Completion of such portions by the following dates: Portion of Work Substantial Completion Date § 4.3.3 If the Contractor fails to achieve Substantial Completion as provided in this Section 4.3, liquidated damages, if any, shall be assessed as set forth in Section 5.1.6. Init. AIA Document Al02 — 2017. Copyright 01920. 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects; "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 18:55:48 ET an 11/30/2023 under Omer No.2114397963 which expires on 01/09/2024, is not for resale, is licensed for one-time 1 use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail dodnfo@aiacontracts.com. User Notes: (1500543352) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F ARTICLE 5 CONTRACT SUM § 5.1 The Owner shall pay the Contractor the Contract Sum in current funds for the Contractor's performance of the Contract. The Contract Sum is the Cost of the Work as defined in Article 7 plus the Contractor's Fee. § 5.1.1 The Contractor's Fee: (State a lump sum, percentage of Cost of the Work, or other provision for determining the Contractor's Fee.) Lump Sum Fee of $473,177 § 5.1.2 The method of adjustment of the Contractor's Fee for changes in the Work: Five percent (5%) fee on changes. No fee shall be added for Contractor Contingency or Allowances The Contractor shall be allowed to carry a contingency within the GMP, inclusive of their indirect cost, of one -hundred thousand dollars ($100,000.00). The Contingency is to be used for minor design clarifications, conflicts, and the inherit risks associated with contracting, but not improvements in quality or additional scope by the Owner. § 5.1.3 Limitations, if any, on a Subcontractor's overhead and profit for increases in the cost of its portion of the Work: Fifteen percent (15%) § 5.1.4 Rental rates for Contractor -owned equipment shall not exceed Eighty percent ( 80 %) of the standard rental rate paid at the place of the Project. § 5.1.5 Unit prices, if any: (Identify the item and state the unit price and quantity limitations, if any, to which the unit price will be applicable) Item Units and Limitations Price Per Unit ($0.00) Refer to Exhibit B § 5.1.6 Liquidated damages, if any: (Insert terms and conditions for liquidated damages, if any) The contractor acknowledges that time is of the essence and agrees to complete all work in a timely and expeditious manner. Both parties agree that the Owner will experience inconveniences should the agreed upon substantial completion dates not be achieved and that it would be difficult to assess consequential damages that would result in delays of beneficial use. In lieu of consequential damages. Both parties agree to liquidated damages of $500/day for each day the Work is not Substantially Complete after the agreed upon date of Substantial Completion. The Construction Manager will be given 45 days after the date of Substantial Completion to achieve Final Completion. Beginning on the 461' day after the date of Substantial Completion, if the Construction Manager has not achieved Final Completion, Liquidated Damages will be assessed at a rate of $1,000/day for each day. Liquidated Damages for failure to achieve Substantial Completion and failure to achieve Final Completion shall not be assessed simultaneously against the contractor. Such Liquidated Damages shall be the Owner's damages for delays arising from the Construction Manager's failure to achieve Substantial Completion or Final Completion as defined herein. The Liquidated Damages provision shall not otherwise impede Owner's other contractual remedies as provided in Article 14 of AIA Document A201. The Owner reserves that sole right to waive Liquidated Damages at their discretion. § 5.1.7 Other: (Insert provisions for bonus, cost savings or other incentives, if any, that might result in a change to the Contract Sum) If, at the completion of the Work and the Contractor's Fee total less than the Guaranteed Maximum Cost (adjusted for Change Orders) such difference shall constitute "Savings." The contractor shall be entitled to share 30% of all job cost and contractor contingency savings up to a maximum of $75,000 Init. AIA Document A102 — 2017. Copyright O 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. 'The American Institute of Architects," "American Institute of Architects; "AIA," the AIA Logo, and "AlA Contract Documents" are trademarks of The American Institute of Architects. 4 This document was produced at 18:55:48 ET on 11/30/2023 under Order No.2114397963 which expires on 01/09/2024. is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents° Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1500543352) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F § 5.2 Guaranteed Maximum Price § 5.2.1 The Contract Sum is guaranteed by the Contractor not to exceed sixteen million, one -hundred and seventy thousand, six -hundred and two dollars ($ 16,170,602.00 ), subject to additions and deductions by Change Order as provided in the Contract Documents. This maximum sum is referred to in the Contract Documents as the Guaranteed Maximum Price. Costs which would cause the Guaranteed Maximum Price to be exceeded shall be paid by the Contractor without reimbursement by the Owner. § 5.2.1.1 One hundred percent (100%) of all savings shall revert to the Owner, except as specifically defined in 5.1.7. § 5.2.2 Alternates § 5.2.2.1 Alternates, if any, included in the Guaranteed Maximum Price: Item Price Library Alternate No. 1 Wood Look Roof Deck $75,750 Library Alternate No. 2 Sound -Absorbing Units $16,698 Library Alternate No.4 Concrete Form Work ($77,510) Deductive Plaza Alternate No, 1— Synthetic Turf $219,725 § 5.2.2.2 Subject to the conditions noted below, the following alternates may be accepted by the Owner following execution of this Agreement. Upon acceptance, the Owner shall issue a Modification to this Agreement. (Insert below each alternate and the conditions that must be metfor the Owner to accept the alternate) Item Price Conditions for Acceptance Library Alternate No. 3 Premanufactured $261,800 (plus escalation Budget Equipment Screen cost from contract execution) § 5.2.3 Allowances, if any, included in the Guaranteed Maximum Price: (Identify each allowance) Item Price Pier Casing (based on 15% of total piers) $20,224.00 § 5.2.4 Assumptions, if any, upon which the Guaranteed Maximum Price is based: (Identify each assumption.) N/A § 5.2.5 To the extent that the Contract Documents are anticipated to require further development, the Guaranteed Maximum Price includes the costs attributable to such further development consistent with the Contract Documents and reasonably inferable therefrom. Such further development does not include changes in scope, systems, kinds and quality of materials, finishes or equipment, all of which, if required, shall be incorporated by Change Order. § 5.2.6 The Owner shall authorize preparation of revisions to the Contract Documents that incorporate the agreed -upon assumptions contained in Section 5.2.4. The Owner shall promptly furnish such revised Contract Documents to the Contractor. The Contractor shall notify the Owner and Architect of any inconsistencies between the agreed -upon assumptions contained in Section 5.2.4 and the revised Contract Documents. § 5.2.7 All major scope items susceptible to market changes shall be purchased within forty-five (45) days of Contract Agreement. Costs increases due to procurement shall be presented and approved by the Owner within forty-five (45) days of the Contract Agreement. Any cost increases due to procurement beyond the established forty-five (45) days will be taken out of the Contractor contingency, with Owner approval on a case by case basis. ARTICLE 6 CHANGES IN THE WORK § 6.1 Adjustments to the Guaranteed Maximum Price on account of changes in the Work may be determined by any of the methods listed in Article 7 of AIA Document A201T"4-2017, General Conditions of the Contract for Construction. Init. AIA Document A102 — 2017. Copyright ©1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. 'The American Institute of Architects; "American Institute of Architects,' "AIA,' the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 18:55:48 ET on 11/30/2023 under Order No.2114397963 which expires on 01109/2024, is not for resale, is licensed for one-time t use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1500543352) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F § 6.2 Adjustments to subcontracts awarded on the basis of a stipulated sum shall be determined in accordance with Article 7 of A201-2017, as they refer to "cost" and "fee," and not by Articles 5, 7 and 8 of this Agreement. Adjustments to subcontracts awarded with the Owner's prior written consent on the basis of cost plus a fee shall be calculated in accordance with the terms of those subcontracts. § 6.3 In calculating adjustments to the Guaranteed Maximum Price, the terms "cost" and "costs" as used in Article 7 of AIA Document A201-2017 shall mean the Cost of the Work as defined in Article 7 of this Agreement and the term "fee" shall mean the Contractor's Fee as defined in Section 5.1.1 of this Agreement. § 6.4 Intentionally deleted. ARTICLE 7 COSTS TO BE REIMBURSED § 7.1 Cost of the Work § 7.1.1 The term Cost of the Work shall mean costs necessarily incurred by the Contractor in the proper performance of the Work. The Cost of the Work shall include only the items set forth in this Article 7. § 7.1.2 Where, pursuant to the Contract Documents, any cost is subject to the Owner's prior approval, the Contractor shall obtain such approval in writing prior to incurring the cost. The parties shall endeavor to identify any such costs prior to executing this Agreement. § 7.1.3 Costs shall be at rates not higher than the standard paid at the place of the Project, except with prior approval of the Owner. § 7.2 Labor Costs § 7.2.1 Wages or salaries of construction workers directly employed by the Contractor to perform the construction of the Work at the site or, with the Owner's prior approval, at off -site workshops. § 7.2.2 Wages or salaries of the Contractor's supervisory and administrative personnel when stationed at the site and performing Work, with the Owner's prior approval. § 7.2.2.1 Wages or salaries of the Contractor's supervisory and administrative personnel when performing Work and stationed at a location other than the site, but only for that portion of time required for the Work, and limited to the personnel and activities listed below: (Identify the personnel, type of activity and, if applicable, any agreed upon percentage of time to be devoted to the Work.) N/A § 7.2.3 Wages or salaries of the Contractor's supervisory or administrative personnel engaged at factories, workshops or while traveling, in expediting the production or transportation of materials or equipment required for the Work, but only for that portion of their time required for the Work. § 7.2.4 Costs paid or incurred by the Contractor, as required by law or collective bargaining agreements, for taxes, insurance, contributions, assessments, and benefits and, for personnel not covered by collective bargaining agreements, customary benefits such as sick leave, medical and health benefits, holidays, vacations and pensions, provided such costs are based on wages and salaries included in the Cost of the Work under Sections 7.2.1 through 7.2.3. § 7.2.5 If agreed rates for labor costs, in lieu of actual costs, are provided in this Agreement, the rates shall remain unchanged throughout the duration of this Agreement, unless the parties execute a Modification. § 7.3 Subcontract Costs Payments made by the Contractor to Subcontractors in accordance with the requirements of the subcontracts and this Agreement. [nit. AIA Document A102 — 2017. Copyright 01920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 18:55:48 ET on 11/30/2023 under Order No.2114397963 which expires on 01/09/2024, is not for resale, is licensed for one-time ! use only, and may only be used in accordance with the AIA Contract Documents° Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1500543352) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F § 7.4 Costs of Materials and Equipment Incorporated in the Completed Construction § 7.4.1 Costs, including transportation and storage at the site, of materials and equipment incorporated, or to be incorporated, in the completed construction. § 7.4.2 Costs of materials described in the preceding Section 7.4.1 in excess of those actually installed to allow for reasonable waste and spoilage. Unused excess materials, if any, shall become the Owner's property at the completion of the Work or, at the Owner's option, shall be sold by the Contractor. Any amounts realized from such sales shall be credited to the Owner as a deduction from the Cost of the Work. § 7.5 Costs of Other Materials and Equipment, Temporary Facilities and Related Items § 7.5.1 Costs of transportation, storage, installation, dismantling, maintenance, and removal of materials, supplies, temporary facilities, machinery, equipment and hand tools not customarily owned by construction workers that are provided by the Contractor at the site and fully consumed in the performance of the Work. Costs of materials, supplies, temporary facilities, machinery, equipment, and tools, that are not fully consumed, shall be based on the cost or value of the item at the time it is first used on the Project site less the value of the item when it is no longer used at the Project site. Costs for items not fully consumed by the Contractor shall mean fair market value. § 7.5.2 Rental charges for temporary facilities, machinery, equipment, and hand tools not customarily owned by construction workers that are provided by the Contractor at the site, and the costs of transportation, installation, dismantling, minor repairs, and removal of such temporary facilities, machinery, equipment, and hand tools. Rates and quantities of equipment owned by the Contractor, or a related party as defined in Section 7.8, shall be subject to the Owner's prior approval. The total rental cost of any such equipment may not exceed the purchase price of any comparable item. § 7.5.3 Costs of removal of debris from the site of the Work and its proper and legal disposal. § 7.5.4 Costs of the Contractor's site office, including general office equipment and supplies. § 7.5.5 Costs of materials and equipment suitably stored off the site at a mutually acceptable location, subject to the Owner's prior approval. § 7.6 Miscellaneous Costs § 7.6.1 Premiums for that portion of insurance and bonds required by the Contract Documents that can be directly attributed to this Contract. The cost of Subcontractor bonds shall be invoiced at actual cost as a cost of the work and reviewed with the Owner Representative at time of engagement. Builders Risk insurance shall be provided by the Contractor and invoiced at actual cost of the Work and reviewed with the Owner's representative at time of engagement. § 7.6.1.1 Costs for self-insurance, for either full or partial amounts of the coverages required by the Contract Documents, with the Owner's prior approval. § 7.6.1.2 Costs for insurance through a captive insurer owned or controlled by the Contractor, with the Owner's prior approval. § 7.6.2 Sales, use, or similar taxes, imposed by a governmental authority, that are related to the Work and for which the Contractor is liable. § 7.6.3 Fees and assessments for the building permit, and for other permits, licenses, and inspections, for which the Contractor is required by the Contract Documents to pay. § 7.6.4 Fees of laboratories for tests required by the Contract Documents; except those related to defective or nonconforming Work for which reimbursement is excluded under Article 13 of AIA Document A201-2017 or by other provisions of the Contract Documents, and which do not fall within the scope of Section 7.7.3. § 7.6.5 Royalties and license fees paid for the use of a particular design, process, or product, required by the Contract Documents. Init. AIA Document A102 — 2017. Copyright @ 1920. 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 18:55:48 ET on 11/30/2023 under Order No.2114397963 which expires on 0110912024. is not for resale, is licensed for one-time use only, and may only be used In accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1500543352) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F § 7.6.5.1 The cost of defending suits or claims for infringement of patent rights arising from requirements of the Contract Documents, payments made in accordance with legal judgments against the Contractor resulting from such suits or claims, and payments of settlements made with the Owner's consent, unless the Contractor had reason to believe that the required design, process or product was an infringement of a copyright or a patent, and the Contractor failed to promptly furnish such information to the Architect as required by Article 3 of AIA Document A201-2017. The costs of legal defenses, judgments, and settlements, shall not be included in the Cost of the Work used to calculate the Contractor's Fee or subject to the Guaranteed Maximum Price. § 7.6.6 Costs for communications services, electronic equipment, and software, directly related to the Work and located at the site, with the Owner's prior approval. § 7.6.7 Costs of document reproductions and delivery charges. § 7.6.8 Deposits lost for causes other than the Contractor's negligence or failure to fulfill a specific responsibility in the Contract Documents. § 7.6.9 Legal, mediation and arbitration costs, including attorneys' fees, other than those arising from disputes between the Owner and Contractor, reasonably incurred by the Contractor after the execution of this Agreement in the performance of the Work and with the Owner's prior approval, which shall not be unreasonably withheld. § 7.6.10 Expenses incurred in accordance with the Contractor's standard written personnel policy for relocation and temporary living allowances of the Contractor's personnel required for the Work, with the Owner's prior approval. § 7.6.11 That portion of the reasonable expenses of the Contractor's supervisory or administrative personnel incurred while traveling in discharge of duties connected with the Work. § 7.7 Other Costs and Emergencies § 7.7.1 Other costs incurred in the performance of the Work, with the Owner's prior approval. § 7.7.2 Costs incurred in taking action to prevent threatened damage, injury, or loss, in case of an emergency affecting the safety of persons and property, as provided in Article 10 of AIA Document A201-2017. § 7.7.3 Costs of repairing or correcting damaged or nonconforming Work executed by the Contractor, Subcontractors, or suppliers, provided that such damaged or nonconforming Work was not caused by the negligence of, or failure to fulfill a specific responsibility by, the Contractor, and only to the extent that the cost of repair or correction is not recovered by the Contractor from insurance, sureties, Subcontractors, suppliers, or others. § 7.8 Related Party Transactions § 7.8.1 For purposes of this Section 7.8, the term "related party" shall mean (1) a parent, subsidiary, affiliate, or other entity having common ownership of, or sharing common management with, the Contractor; (2) any entity in which any stockholder in, or management employee of, the Contractor holds an equity interest in excess of ten percent in the aggregate; (3) any entity which has the right to control the business or affairs of the Contractor; or (4) any person, or any member of the immediate family of any person, who has the right to control the business or affairs of the Contractor. § 7.8.2 If any of the costs to be reimbursed arise from a transaction between the Contractor and a related party, the Contractor shall notify the Owner of the specific nature of the contemplated transaction, including the identity of the related party and the anticipated cost to be incurred, before any such transaction is consummated or cost incurred. If the Owner, after such notification, authorizes the proposed transaction in writing, then the cost incurred shall be included as a cost to be reimbursed, and the Contractor shall procure the Work, equipment, goods, or service, from the related party, as a Subcontractor, according to the terms of Article 10. If the Owner fails to authorize the transaction in writing, the Contractor shall procure the Work, equipment, goods, or service from some person or entity other than a related party according to the terms of Article 10. ARTICLE 8 COSTS NOT TO BE REIMBURSED § 8.1 The Cost of the Work shall not include the items listed below: Init. AtA Document A102 — 2017. Copyright ©1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and `AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 18:55:48 ET on 11/30/2023 under Order No.2114397963 which expires on 01/09/2024, is not for resale, is licensed for one-time use only, and may only be used In accordance with the AIA Contract Documents° Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1500543352) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262070CA5F .1 Salaries and other compensation of the Contractor's personnel stationed at the Contractor's principal office or offices other than the site office, except as specifically provided in Section 7.2, or as may be provided in Article 15; .2 Bonuses, profit sharing, incentive compensation, and any other discretionary payments, paid to anyone hired by the Contractor or paid to any Subcontractor or vendor, unless the Owner has provided prior approval; .3 Expenses of the Contractor's principal office and offices other than the site office; .4 Overhead and general expenses, except as may be expressly included in Article 7; .5 The Contractor's capital expenses, including interest on the Contractor's capital employed for the Work; .6 Except as provided in Section 7.7.3 of this Agreement, costs due to the negligence of, or failure to fulfill a specific responsibility of the Contract by, the Contractor, Subcontractors, and suppliers, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable; .7 Any cost not specifically and expressly described in Article 7; and .8 Costs, other than costs included in Change Orders approved by the Owner, that would cause the Guaranteed Maximum Price to be exceeded. ARTICLE 9 DISCOUNTS, REBATES AND REFUNDS § 9.1 Cash discounts obtained on payments made by the Contractor shall accrue to the Owner if (1) before making the payment, the Contractor included the amount to be paid, less such discount, in an Application for Payment and received payment from the Owner, or (2) the Owner has deposited funds with the Contractor with which to make payments; otherwise, cash discounts shall accrue to the Contractor. Trade discounts, rebates, refunds, and amounts received from sales of surplus materials and equipment shall accrue to the Owner, and the Contractor shall make provisions so that they can be obtained. § 9.2 Amounts that accrue to the Owner in accordance with the provisions of Section 9.1 shall be credited to the Owner as a deduction from the Cost of the Work. ARTICLE 10 SUBCONTRACTS AND OTHER AGREEMENTS § 10.1 Those portions of the Work that the Contractor does not customarily perform with the Contractor's own personnel shall be performed under subcontracts or other appropriate agreements with the Contractor. The Owner may designate specific persons from whom, or entities from which, the Contractor shall obtain bids. The Contractor shall obtain bids from Subcontractors, and from suppliers of materials or equipment fabricated especially for the Work, who are qualified to perform that portion of the Work in accordance with the requirements of the Contract Documents. The Contractor shall deliver such bids to the Architect and Owner with an indication as to which bids the Contractor intends to accept. The Owner then has the right to review the Contractor's list of proposed subcontractors and suppliers in consultation with the Architect and, subject to Section 10.1.1, to object to any subcontractor or supplier. Any advice of the Architect, or approval or objection by the Owner, shall not relieve the Contractor of its responsibility to perform the Work in accordance with the Contract Documents. The Contractor shall not be required to contract with anyone to whom the Contractor has reasonable objection. § 10.1.1 When a specific subcontractor or supplier (1) is recommended to the Owner by the Contractor; (2) is qualified to perform that portion of the Work; and (3) has submitted a bid that conforms to the requirements of the Contract Documents without reservations or exceptions, but the Owner requires that another bid be accepted, then the Contractor may require that a Change Order be issued to adjust the Guaranteed Maximum Price by the difference between the bid of the person or entity recommended to the Owner by the Contractor and the amount of the subcontract or other agreement actually signed with the person or entity designated by the Owner. § 10.2 Subcontracts or other agreements shall conform to the applicable payment provisions of this Agreement, and shall not be awarded on the basis of cost plus a fee without the Owner's prior written approval. If a subcontract is awarded on the basis of cost plus a fee, the Contractor shall provide in the subcontract for the Owner to receive the same audit rights with regard to the Subcontractor as the Owner receives with regard to the Contractor in Article 11. ARTICLE 11 ACCOUNTING RECORDS The Contractor shall keep full and detailed records and accounts related to the Cost of the Work, and exercise such controls, as may be necessary for proper financial management under this Contract and to substantiate all costs incurred. The accounting and control systems shall be satisfactory to the Owner. The Owner and the Owner's auditors Init. AIA Document A102 — 2017. Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 18:55:48 ET on 11/30/2023 under Order No.2114397963 which expires on 01109/2024. is not for resale, is licensed for one-time 1 use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1500643352) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F shall, during regular business hours and upon reasonable notice, be afforded access to, and shall be permitted to audit and copy, the Contractor's records and accounts, including complete documentation supporting accounting entries, books, job cost reports, correspondence, instructions, drawings, receipts, subcontracts, Subcontractor's proposals, Subcontractor's invoices, purchase orders, vouchers, memoranda, and other data relating to this Contract. The Contractor shall preserve these records for a period of three years after final payment, or for such longer period as may be required by law. ARTICLE 12 PAYMENTS § 12.1 Progress Payments § 12.1.1 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. § 12.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, or as follows: Thirty (30) day payment after invoice has been approved by the Architect and Owner. § 12.1.3 Provided that an Application for Payment is received by the Architect not later than the 23rd day of a month, the Owner shall make payment of the amount certified to the Contractor not later than the last day of the following month. If an Application for Payment is received by the Architect after the application date fixed above, payment of the amount certified shall be made by the Owner not later than thirty ( 30 ) days after the Architect receives the Application for Payment. (Federal, state or local laws may require payment within a certain period of time.) § 12.1.4 With each Application for Payment, the Contractor shall submit payrolls, petty cash accounts, receipted invoices or invoices with check vouchers attached, and any other evidence required by the Owner or Architect to demonstrate that payments already made by the Contractor on account of the Cost of the Work equal or exceed progress payments already received by the Contractor plus payrolls for the period covered by the present Application for Payment, less that portion of the progress payments attributable to the Contractor's Fee. § 12.1.5 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 Guaranteed Maximum Price among: (1) the various portions of the Work; (2) any contingency for costs that are included in the Guaranteed Maximum Price but not otherwise allocated to another line item or included in a Change Order; and (3) the Contractor's Fee. § 12.1.5.1 The schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as the Architect may require. The schedule of values shall be used as a basis for reviewing the Contractor's Applications for Payment. § 12.1.5.2 The allocation of the Guaranteed Maximum Price under this Section 12.1.5 shall not constitute a separate guaranteed maximum price for the Cost of the Work of each individual line item in the schedule of values. § 12.1.5.3 When the Contractor allocates costs from a contingency to another line item in the schedule of values, the Contractor shall submit supporting documentation to the Architect and Owner. § 12.1.6 Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. The percentage of completion shall be the lesser of (1) the percentage of that portion of the Work which has actually been completed; or (2) the percentage obtained by dividing (a) the expense that has actually been incurred by the Contractor on account of that portion of the Work and for which the Contractor has made payment or intends to make payment prior to the next Application for Payment, by (b) the share of the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values. § 12.1.7 In accordance with AIA Document A201-2017 and subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as follows: Init. AIA Document A102 — 2017. Copyright O 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. 10 This document was produced at 18:55:48 ET on 11/30/2023 under Order No.2114397963 which expires on 01/09/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1500543352) DocuSign Envelope ID: 849EC3B7-7571-42CF-A8D1-3C262D70CA5F § 12.1.7.1 The amount of each progress payment shall first include: .1 That portion of the Guaranteed Maximum Price properly allocable to completed Work as determined by multiplying the percentage of completion of each portion of the Work by the share of the Guaranteed Maximum Price allocated to that portion of the Work in the most recent schedule of values; .2 That portion of the Guaranteed Maximum Price properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the completed construction or, if approved in writing in advance by the Owner, suitably stored off the site at a location agreed upon in writing; .3 That portion of Construction Change Directives that the Architect determines, in the Architect's professional judgment, to be reasonably justified; and .4 The Contractor's Fee, less retainage shall be computed upon the Cost of the Work described in the preceding Sections 12.1.7.1.1 and 12.1.7.1.2 at the rate stated in Section 5.1.1 or, if the Contractor's Fee is stated as a fixed sum in that Section, an amount that bears the same ratio to that fixed -sum fee as the Cost of the Work included in Sections 12.1.7.1.1 and 12.1.7.1.2 bears to a reasonable estimate of the probable Cost of the Work upon its completion. § 12.1.7.2 The amount of each progress payment shall then be reduced by: .1 The aggregate of any amounts previously paid by the Owner; .2 The amount, if any, for Work that remains uncorrected and for which the Architect has previously withheld a Certificate for Payment as provided in Article 9 of AIA Document A201-2017; .3 Any amount for which the Contractor does not intend to pay a Subcontractor or material supplier, unless the Work has been performed by others the Contractor intends to pay; .4 For Work performed or defects discovered since the last payment application, any amount for which the Architect may withhold payment, or nullify a Certificate of Payment in whole or in part, as provided in Article 9 of AIA Document A201-2017; .5 The shortfall, if any, indicated by the Contractor in the documentation required by Section 12.1.4 to substantiate prior Applications for Payment, or resulting from errors subsequently discovered by the Owner's auditors in such documentation; and .6 Retainage withheld pursuant to Section 12.1.8. § 12.1.8 Retainage § 12.1.8.1 For each progress payment made prior to Substantial Completion of the Work, the Owner may withhold the following amount, as retainage, from the payment otherwise due: (Insert a percentage or amount to be withheld as retainagefrom each Application for Payment. The amount of retainage may be limited by governing law) Ten percent (10%) Retainage § 12.1.8.1.1 The following items are not subject to retainage: (Insert any items not subject to the withholding of retainage, such as general conditions, insurance, etc.) Material vendors as itemized and noted on the AIA-G703 payment application and approved by the Owner. § 12.1.8.2 Reduction or limitation of retainage, if any, shall be as follows: (If the retainage established in Section 12.1.8.1 is to be modified prior to Substantial Completion of the entire Work, insert provisions for such modification.) At 50% completion as determined by the AIA-G703 payment application, retainage (including previous applications) shall be reduced to 5%. Reduction of Retainage is subject to Owner's approval based on the Work progressing satisfactorily and Contractor is not in default or any of its obligations under the Contract Document; Subject to Owner's approval § 12.1.8.3 Except as set forth in this Section 12.1.8.3, upon Substantial Completion of the Work, the Contractor may submit an Application for Payment that includes the retainage withheld from prior Applications for Payment pursuant to this Section 12.1.8. The Application for Payment submitted at Substantial Completion shall not include retainage as follows: Init. AIA Document A102 — 2017. Copyright ®1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects, "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. 11 This document was produced at 18:55:48 ET on 11/30/2023 under Order No.2114397963 which expires on 01/09/2024, is not for resale, is licensed for one-time / use only, and may only be used In accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: 11500543352) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F (Insert any other conditions for release of retainage, such as upon completion of the Owner's audit and reconciliation, upon Substantial Completion) Retainage Payment is subject to the completion of the Owner's Audit and Reconciliation and completion of Project Punchlist. § 12.1.9 If final completion of the Work is materially delayed through no fault of the Contractor, the Owner shall pay the Contractor any additional amounts in accordance with Article 9 of AIA Document A201-2017. § 12.1.10 Except with the Owner's prior written approval, the Contractor shall not make advance payments to suppliers for materials or equipment which have not been delivered and suitably stored at the site. § 12.1.11 The Owner and the Contractor shall agree upon a mutually acceptable procedure for review and approval of payments to Subcontractors, and the percentage of retainage held on Subcontracts, and the Contractor shall execute subcontracts in accordance with those agreements. § 12.1.12 In taking action on the Contractor's Applications for Payment the Architect shall be entitled to rely on the accuracy and completeness of the information furnished by the Contractor, and such action shall not be deemed to be a representation that (1) the Architect has made a detailed examination, audit, or arithmetic verification, of the documentation submitted in accordance with Section 12.1.4 or other supporting data; (2) that the Architect has made exhaustive or continuous on -site inspections; or (3) that the Architect has made examinations to ascertain how or for what purposes the Contractor has used amounts previously paid on account of the Contract. Such examinations, audits, and verifications, if required by the Owner, will be performed by the Owner's auditors acting in the sole interest of the Owner. § 12.2 Final Payment § 12.2.1 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 Article 12 of AIA Document A201-2017, and to satisfy other requirements, if any, which extend beyond final payment; .2 the Contractor has submitted a final accounting for the Cost of the Work and a final Application for Payment; and .3 a final Certificate for Payment has been issued by the Architect in accordance with Section 12.2.2. § 12.2.2 Within 30 days of the Owner's receipt of the Contractor's final accounting for the Cost of the Work, the Owner shall conduct an audit of the Cost of the Work or notify the Architect that it will not conduct an audit. § 12.2.2.1 If the Owner conducts an audit of the Cost of the Work, the Owner shall, within 10 days after completion of the audit, submit a written report based upon the auditors' findings to the Architect. § 12.2.2.2 Within seven days after receipt of the written report described in Section 12.2.2.1, or receipt of notice that the Owner will not conduct an audit, and provided that the other conditions of Section 12.2.1 have been met, the Architect will either issue to the Owner a final Certificate for Payment with a copy to the Contractor, or notify the Contractor and Owner in writing of the Architect's reasons for withholding a certificate as provided in Article 9 of AIA Document A201-2017. The time periods stated in this Section 12.2.2 supersede those stated in Article 9 of AIA Document A201-2017. The Architect is not responsible for verifying the accuracy of the Contractor's final accounting. § 12.2.2.3 If the Owner's auditors' report concludes that the Cost of the Work, as substantiated by the Contractor's final accounting, is less than claimed by the Contractor, the Contractor shall be entitled to request mediation of the disputed amount without seeking an initial decision pursuant to Article 15 of AIA Document A201-2017. A request for mediation shall be made by the Contractor within 30 days after the Contractor's receipt of a copy of the Architect's final Certificate for Payment. Failure to request mediation within this 30-day period shall result in the substantiated amount reported by the Owner's auditors becoming binding on the Contractor. Pending a final resolution of the disputed amount, the Owner shall pay the Contractor the amount certified in the Architect's final Certificate for Payment. Init. AIA Document A102 — 2017. Copyright ©1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects; "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. 12 This document was produced at 18:55:48 ET on 11/30/2023 under Order No.2114397963 which expires on 0110912024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documentsm Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1500543352) DocuSign Envelope ID: B49EC3B7-7571-42CF-ABD1-3C262D70CA5F § 12.2.3 The Owner's final payment to the Contractor shall be made no later than 30 days after the issuance of the Architect's final Certificate for Payment, or as follows: § 12.2.4 If, subsequent to final payment, and at the Owner's request, the Contractor incurs costs, described in Article 7 and not excluded by Article 8, to correct defective or nonconforming Work, the Owner shall reimburse the Contractor for such costs, and the Contractor's Fee applicable thereto, on the same basis as if such costs had been incurred prior to final payment, but not in excess of the Guaranteed Maximum Price. If adjustments to the Contract Sum are provided for in Section 5.1.7, the amount of those adjustments shall be recalculated, taking into account any reimbursements made pursuant to this Section 12.2.4 in determining the net amount to be paid by the Owner to the Contractor. § 12.3Interest Payments due and unpaid under the Contract shall bear interest from the date payment, per Article 12.1, 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 any) ARTICLE 13 DISPUTE RESOLUTION § 13.1 Initial Decision Maker The Architect will serve as Initial Decision Maker pursuant to Article 15 of AIA Document A201-2017, unless the parties appoint below another individual, not a party to the Agreement, to serve as Initial Decision Maker. (If the parties mutually agree, insert the name, address and other contact information of the Initial Decision Maker, if other than the Architect.) Project Advocates 3833 Ridgetop Lane Plano, TX 75074 Contact: Phil Miller § 13.2 Binding Dispute Resolution For any Claim subject to, but not resolved by mediation pursuant to Article 15 of AIA Document A201-2017, the method of binding dispute resolution shall be as follows: (Check the appropriate box) [ ] Arbitration pursuant to Section 15 of AIA Document A201-2017 [ X ] Litigation in a court of competent jurisdiction [ ] Other (Specify) If the Owner and Contractor do not select a method of binding dispute resolution, or do not subsequently agree in writing to a binding dispute resolution method other than litigation, Claims will be resolved by litigation in a court of competent jurisdiction. ARTICLE 14 TERMINATION OR SUSPENSION § 14.1 Termination § 14.1.1 The Contract may be terminated by the Owner or the Contractor as provided in Article 14 of AIA Document A201-2017. Init. AIA Document A102 — 2017. Copyright O 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects; "American Institute of Architects ; "AIA," the AIA Logo, and "AIA Contract Documents' are trademarks of The American Institute of Architects. 13 This document was produced at 18:55:48 ET on 11/30/2023 under Order No.2114397963 which expires on 0110912024, is not for resale, is licensed for one-time I use only, and may only be used in accordance with the AIA Contract Documentse Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1600543352) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F § 14.1.2 Termination by the Owner for Cause § 14.1.2.1 If the Owner terminates the Contract for cause as provided in Article 14 of AIA Document A201-2017, the amount, if any, to be paid to the Contractor under Article 14 of AIA Document A201-2017 shall not cause the Guaranteed Maximum Price to be exceeded, nor shall it exceed an amount calculated as follows: .1 Take the Cost of the Work incurred by the Contractor to the date of termination; .2 Add the Contractor's Fee, computed upon the Cost of the Work to the date of termination at the rate stated in Section 5.1.1 or, if the Contractor's Fee is stated as a fixed sum in that Section, an amount that bears the same ratio to that fixed -sum Fee as the Cost of the Work at the time of termination bears to a reasonable estimate of the probable Cost of the Work upon its completion; .3 Subtract the aggregate of previous payments made by the Owner; and .4 Subtract the costs and damages incurred, or to be incurred, by the Owner under Article 14 of AIA Document A201-2017. § 14.1.2.2 The Owner shall also pay the Contractor fair compensation, either by purchase or rental at the election of the Owner, for any equipment owned by the Contractor that the Owner elects to retain and that is not otherwise included in the Cost of the Work under Section 14.1.2.1.1. To the extent that the Owner elects to take legal assignment of subcontracts and purchase orders (including rental agreements), the Contractor shall, as a condition of receiving the payments referred to in this Article 14, execute and deliver all such papers and take all such steps, including the legal assignment of such subcontracts and other contractual rights of the Contractor, as the Owner may require for the purpose of fully vesting in the Owner the rights and benefits of the Contractor under such subcontracts or purchase orders. § 14.1.3 Termination by the Owner for Convenience If the Owner terminates the Contract for convenience in accordance with Article 14 of AIA Document A201-2017, then the Owner shall pay the Contractor a termination fee as follows: (Insert the amount of or method for determining the fee, if any, payable to the Contractor following a termination for the Owner's convenience) If the Owner terminates the Contract for convenience, the Contractor will be paid for Work performed and its fee on Work performed to the point of termination. § 14.2 Suspension The Work may be suspended by the Owner as provided in Article 14 of AIA Document A201-2017; in such case, the Guaranteed Maximum Price and Contract Time shall be increased as provided in Article 14 of AIA Document A201-2017, except that the term "profit" shall be understood to mean the Contractor's Fee as described in Article 5 and Section 6.4 of this Agreement. ARTICLE 15 MISCELLANEOUS PROVISIONS § 15.1 Where reference is made in this Agreement to a provision of AIA Document A201-2017 or another Contract Document, the reference refers to that provision as amended or supplemented by other provisions of the Contract Documents. § 15.2 The Owner's representative: (Name, address, email address and other information) Project Advocates Phil Miller and Alma Zamora 3833 Ridgetop Lane Plano, TX 75074 § 15.3 The Contractor's representative: (Name, address, email address and other information) Charles DeVoe Senior Vice President/Regional Leader Init. AIA Document A102 — 2017. Copyright ©1920, 1925. 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects; "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. 14 This document was produced at 18:55:48 ET on 11/30/2023 under Order No.2114397963 which expires on 01/09/2024, is not for resale, is licensed for one-time 1 use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1500543352) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F McCownGordon Construction LLC a Missouri Limited Liability Company 5700 Granite Parkway, Suite 800 Plano, TX 75024 § 15.4 Neither the Owner's nor the Contractor's representative shall be changed without ten days' prior notice to the other party. § 15.5 Insurance and Bonds § 15.5.1 The Owner and the Contractor shall purchase and maintain insurance as set forth in AIA Document A 102T"4-2017, Standard Form of Agreement Between Owner and Contractor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price, Exhibit A, Insurance and Bonds, and elsewhere in the Contract Documents. § 15.5.2 The Contractor shall provide bonds as set forth in AIA Document A102Tm-2017 Exhibit A, and elsewhere in the Contract Documents. § 15.6 Notice in electronic format, pursuant to Article 1 of AIA Document A201-2017, may be given in accordance with AIA Document E203TM-2013, Building Information Modeling and Digital Data Exhibit, if completed, or as otherwise set forth below: (If other than in accordance with AIA Document E203-2013, insert requirements for delivering notice in electronic format such as name, title, and email address of the recipient and whether and how the system will he required to generate a read receipt for the transmission) § 15.7 Other provisions: ARTICLE 16 ENUMERATION OF CONTRACT DOCUMENTS § 16.1 This Agreement is comprised of the following documents: .1 AIA Document A102T" —2017, Standard Form of Agreement Between Owner and Contractor .2 AIA Document A201Tm--2017, General Conditions of the Contract for Construction (Paragraphs deleted) .3 Drawings Number Title Date REFERENCE SHEET INDEX CITY OF ANNA 09-20-2023 COMMUNITY LIBRARY CONSTRUCTION DOCUMENTS — ISSUE FOR PERMIT REFERENCE SHEET INDEX CITY OF ANNA PLAZA 09-21-2023 —100% CONSTRUCTION DOCUMENTS .6 Specifications Section Title Date Pages Ref Project Manual PROJECT MANUAL — 09-20-2023 928 ANNA COMMUNITY LIBRARY —VOLUME 1 OF 2 Init. AIA Document A102 — 2017. Copyright m 1920. 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," 'American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. 5 This document was produced at 18:55:48 ET on 11/30/2023 under Order No.2114397963 which expires on 01/09/2024, is not for resale, is licensed for one-time use only, and may only be used In accordance with the AIA Contract Documents° Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1500543352) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F Ref Project Manual .7 Addenda, if any: PROJECT MANUAL — 09-20-2023 ANNA COMMUNITY LIBRARY VOLUME 2 OF 2 816 Number Date Pages ACL - ADDENDUM No. 1 10/12/23 See construction documents ACL - ADDENDUM No. 2 10/13/23 See construction documents CAP — ADDENDUM No.1 10/12/23 See construction documents Portions of Addenda relating to bidding or proposal requirements are not part of the Contract Documents unless the bidding or proposal requirements are also enumerated in this Article 16. .8 Other Exhibits: (Check all boxes that apply) [ ] AIA Document E204TM-2017, Sustainable Projects Exhibit, dated as indicated below: (Insert the date of the E204-2017 incorporated into this Agreement.) [ ] The Sustainability Plan: Title Date Pages I[ X ] Supplementary and other Conditions of the Contract: Document Title Date Pages EXHIBIT A - McCOWNGORDON BID 11-30-2023 2 FORM WITH Revised ALTERNATES EXHIBIT B - McCOWNGORDON UNIT 1 PRICING 11-30-2023 EXHIBIT C - McCOWNGORDON 11-30-2023 8 PROJECT SCHEDULE .9 Other documents, if any, listed below: (List here any additional documents that are intended to form part of the Contract Documents. AIA Document A201-2017 provides that the advertisement or invitation to bid, Instructions to Bidders, sample forms, the Contractor's bid or proposal, portions of Addenda relating to bidding or proposal requirements, and other information furnished by the Owner in anticipation of receiving bids or proposals, are not part of the Contract Documents unless enumerated in this Agreement. Any such documents should be listed here only if intended to be part of the Contract Documents) EXHIBIT D - CITY OF ANNA, TEXAS BID, SPECIFICATION, AND CONTRACT DOCUMENTS DATED OCTOBER 26, 2023; 126 PAGES This Agreement entered into as of the day and year first written above. Init. AIA Document A102 — 2017. Copyright ©1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. 16 This document was produced at 18:55:48 ET on 11/30/2023 under Order No.2114397963 which expires on 0110912024, is not for resale, is licensed for one-time 1 use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1500543352) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F I Vyj! (Signature) 48$ #416044001 (Prjited name and title) —0ocuelyned by: cke�s OWN, 'COfdiPfALa1 Mrsignature) Charles DeVoe Senior Vice President(Regional Leader (Printed name and title) DS i-� I 1 5 ip�t Init. AIA Document A102— 2017. Copyright®1920, 1925. 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. 'The American Institute ofArchitacts,"Amencan Institute of Architects;'AIA; the AIA Logo, and 'ALA Contract Documents' are trademarks of The American Institute of Architects. 17 This document was produced at 18:55:48 ET on 11/30/2023 under Order No.2114397963 which expires on 01109/2024. is not for resale, is licensed for one-time / use only, and may only be used in accordance with the AIA Contract Documentse Terms of Service. To report copyright violations, e-mail docinfo@aiacontmcts.com. User Notes: (1500543352) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F Additions and Deletions Report for AIA 0 Document A I MI — 2017 This Additions and Deletions Report, as defined on page 1 of the associated document, reproduces below all text the author has added to the standard form AIA document in order to complete it, as well as any text the author may have added to or deleted from the original AIA text. Added text is shown underlined. Deleted text is indicated with a horizontal line through the original AIA text. Note: This Additions and Deletions Report is provided for information purposes only and is not incorporated into or constitute any part of the associated AIA document. This Additions and Deletions Report and its associated document were generated simultaneously by AIA software at 18:55:48 ET on 1113012023. PAGE 1 AGREEMENT made as of the 4 day of December in the year 2023 City of Anna, Texas Ryan Henderson, Interim City Manager 120 W 7th St, Anna, TX 75409 McCownGordon Construction LLC a Missouri Limited Liability Company 5700 Granite Parkway, Suite 800 Plano, TX 75024 ATTN: Charles DeVoe (Name, location and detailed description) Anna Community Library and Anna Plaza 111 W Fifth Street Anna, TX 75409 (Name, legal status, address and other information) BRW Architects 3535 Travis St #250 Dallas, TX 75204 PAGE 2 2.1 The Contractor shall fully execute the Work described in the Contract Documents, except as specifically indicated in the Contract Documents to be the responsibilily of others. § 2.2 The Contractor's Project Team will include the individuals listed below and such other assistants, technical, administrative and other personnel as are required to cam out the Work effectively, to maintain the progress of the Work in accordance with the requirements of the Project Schedule, and to satisfy all obligations of the Contractor under the Contract Documents, subject to the Owner's written approval. No change in the composition of the Proiect Team, Additions and Deletions Report for AIA Document A102 —2017. Copyright ©1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 18:55:48 ET on 11/30/2023 under Order No.2114397963 which expires on 01/09/2024, is not for resale, is licensed for one-time use only, and may only be used In accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1500543352) DocuSign Envelope 1D: 849EC3B7-7571-42CF-A8D1-3C262D70CA5F including, without limitation, reassignment and/or removal of any Project Team member, shall be made without the Owner's written agproval. The Owner may require removal or reassignment of any member of the Project Team, or assistant, technical or administrative personnel with or without cause, upon notice to the Contractor. Contractor shall reassign or remove any Proiect Team member or assistant, technical or administrative personnel withing five M business days after notice to do so from the Owner. Before beginning the Work, the Contractor shall provide to the Owner and the Architect a lob oraanization chart, identifying all key personnel involved In the Work and their responsibilities, including the percentage of time each person idendified thereon will devote to the Proiect. Senior Project Manager— Brandon Rapp Proiect Superintendent —.Josh Phelps Proiect Enaineer— Laura Lei PAGE 3 [ XL ] A date set forth in a notice to proceed issued by the Owner. [ X ] Not later than 426 ( four hundred and twenty-suc ) calendar days from the date of commencement of the Work. PAGE 4 Lump Sum Fee of $473,177 Five percent (5%) fee on changes. No fee shall be added for Contractor Contingency or Allowances The Contractor shall be allowed to carry a contingency within the GMP, inclusive of their indirect cost, of one -hundred thousand dollars ($100,000.00). The Contingency is to be used for minor design clarifications, conflicts, and the inherit risks associated with contracting, but not improvements in quality or additional scope by the Owner. Fifteen percent (15%) § 5.1.4 Rental rates for Contractor -owned equipment shall not exceed Eighty percent ( 80 %) of the standard rental rate paid at the place of the Project. Refer to Exhibit B The contractor acknowledges that time is of the essence and agrees to complete all work in a timely and expeditious manner. Both parties agree that the Owner will experience inconveniences should the a rg eed upon substantial completion dates not be achieved and that it would be difficult to assess consequential damages that would result in delays of beneficial use. In lieu of consequential damages. Both parties agree to liquidated damages of $500/day for each day the Work is not Substantially Complete after the agreed upon date of Substantial Completion. The Construction Manager will be given 45 days after the date of Substantial Completion to achieve Final Completion. Beginning on the 461h day after the date of Substantial Completion, if the Construction Manager has not achieved Final Completion, Liquidated Damages will be assessed at a rate of $1,000/day for each day. Liquidated Damages for failure to achieve Substantial Completion and failure to achieve Final Completion shall not be assessed simultaneously against the contractor. Such Liquidated Damages shall be the Owner's damages for delays arising from the Construction Manager's failure to achieve Substantial Completion or Final Completion as defined herein. The Liquidated Damages provision shall not otherwise impede Owner's other contractual remedies as provided in Additions and Deletions Report for AIA Document A102 — 2017. Copyright 01920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978,1987, 1997, 2007 and 2017>. All rights reserved. 'The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This draft was produced at 18:55:48 ET on 11/30/2023 under Order No.2114397963 which expires an 01/09/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1500543352) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F Article 14 of AIA Document A201. The Owner reserves that sole right to waive Liquidated Damages at their discretion. If, at the completion of the Work and the Contractor's Fee total less than the Guaranteed Maximum Cost (,adjusted for Change Orders) such difference shall constitute "Savings." The contractor shall be entitled to share 30% of all job cost and contractor contingency savings up to a maximum of $75,000 PAGE 5 § 5.2.1 The Contract Sum is guaranteed by the Contractor not to exceed sixteen million, one -hundred and seventy thousand, six -hundred and two dollars {$ 16,170,602.00 ), subject to additions and deductions by Change Order as provided in the Contract Documents. This maximum sum is referred to in the Contract Documents as the Guaranteed Maximum Price. Costs which would cause the Guaranteed Maximum Price to be exceeded shall be paid by the Contractor without reimbursement by the Owner. § 5.2.1.1 One hundred percent (100%) of all savings shall revert to the Owner, except as specifically defined In 5.1.7. Library Alternate No. I Wood Look Roof Deck Library Alternate No. 2 Sound -Absorbing Units Library Alternate No.4 Concrete Form Work Plaza Alternate No, 1— Synthetic Turf Library Alternate No. 3 Premanufactured Equipment Screen 75 750 16 698 ($77,510) Deductive $219,725 $261,800 (plus escalation Budget cost from contract execution Pier Casing (based on 15% of total piers) $20 224.00 N/A § 5.2.7 All major scope items susceptible to market changes shall be purchased within forty-five (45) days of Contract Agreement. Costs increases due to procurement shall be presented and approved by the Owner within forty-five (45) days of the Contract Agreement. Any cost increases due to procurement beyond the established forty-five (45) days will be taken out of the Contractor contingency, with Owner approval on a case by case basis. PAGE 6 § 6.4 's Fee in the ease of ehanges in the WedE, er- if the ement of such ehanges is saah, in the aggregate, that applieatien of the adjustment ffevisiens e Autie-JA 5 will eause substantial inequity to thA Qy;nAr- Ar. GARtf-AcklAF, the Gentfeeter-'s Fee shall be equitably adj adjusted aeeer-di .Intentionally deleted. Additions and Deletions Report for AIA Document A102 — 2017. Copyright ®1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987,1997, 2007 and 2017>. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This draft was produced at 18:55:48 ET on 11/30/2023 under Order No.2114397963 which expires on 01/09/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1500543352) DocuSign Envelope ID: B49EC3B7-757142CF-A8D1-3C262D70CA5F § 7.1.2 Where, pursuant to the Contract Documents, any cost is subject to the Owner's prior approval, the Contractor shall obtain such approval in writing prior to incurring the cost. The parties shall endeavor to identify any such costs prior to executing this Agreement. N/A PAGE § 7.6.1 Premiums for that portion of insurance and bonds required by the Contract Documents that can be directly attributed to this Contract. The cost of Subcontractor bonds shall be invoiced at actual cost as a cost of the work and reviewed with the Owner Representative at time of engagement. Builders Risk insurance shall be provided by the Contractor and invoiced at actual cost of the Work and reviewed with the Owner's representative at time of engagement. PAGE 10 Thirtv (30) day pavment after invoice has been approved by the Architect and Owner § 12.1.3 Provided that an Application for Payment is received by the Architect not later than the Qrd day of a month, the Owner shall make payment of the amount certified to the Contractor not later than the last day of the following month. If an Application for Payment is received by the Architect after the application date fixed above, payment of the amount certified shall be made by the Owner not later than thy( 30 ) days after the Architect receives the Application for Payment. § 12.1.5.3 When the Contractor allocates costs from a contingency to another line item in the schedule of values, the Contractor shall submit supporting documentation to the A+Gh4eeCArchitect and Owner. PAGE 11 .4 The Contractor's Fee, less retainage shall be computed upon the Cost of the Work described in the preceding Sections 12.1.7.1.1 and 12.1.7.1.2 at the rate stated in Section 5.1.1 or, if the Contractor's Fee is stated as a fixed sum in that Section, an amount that bears the same ratio to that fixed -sum fee as the Cost of the Work included in Sections 12.1.7.1.1 and 12.1.7.1.2 bears to a reasonable estimate of the probable Cost of the Work upon its completion. Ten percent (10%) Retainage Material vendors as itemized and noted on the AIA-13703 payment application and approved by the Owner. At 50% completion as determined by the AIA-G703 payment application. retainafe (including previous applications) shall be reduced to 5%. Reduction of Retainage is subiect to Owner's approval based on the Work progressing satisfactorily and Contractor is not in default or any of its obligations under the Contract Document: Subject to Owner's approval PAGE 12 Retainage Payment is subject to the completion of the Owner's Audit and Reconciliation and completion of Project Punchlist. PAGE 13 Additions and Deletions Report for AIA Document A102 - 2017. Copydght ®1920, 1925. 1951. 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997, 2007 and 2017>. All rights reserved. 'The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and 'AIA Contract Documents" are trademarks of The American Institute of Architects. This draft was produced at 18:55:48 ET on 11/30/2023 under Order No.2114397963 which expires on 0110912024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail doclnfo@alawntracts.com. User Notes: (1500543352) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F Payments due and unpaid under the Contract shall bear interest from the date paymepayment, per Article 12.1, 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. Project Advocates 3833 Ridgetop Lane Plano, TX 75074 Contact: Phil Miller [ X ] Litigation in a court of competent jurisdiction PAGE 14 If the Owner terminates the Contract for convenience, the Contractor will be paid for Work performed and its fee on Work performed to the point of termination. Project Advocates Phil Miller and Alma Zamora 3833 Ridgetop Lane Plano, TX 75074 Charles DeVoe Senior Vice President/Regional Leader McCownGordon Construction LLC a Missouri Limited Liability Company 5700 Granite Parkway, Suite 800 Plano, TX 75024 PAGE 15 .2 AIA Document A'TiTv'� , , Beads •3 AIA A r,,.eamenrA201Tm-2017, General Conditions of the Contract for Construction • , Building infeFmatien Medeling and Digital Data fi*hibit, date .5 3 Drawings REFERENCE SHEET INDEX REFERENCE SHEET INDEX CITY OF ANNA 09-20-2023 COMMUNITY LIBRARY CONSTRUCTION DOCUMENTS — ISSUE FOR PERMIT CITY OF ANNA PLAZA 09-21-2023 —100% CONSTRUCTION Additions and Deletions Report for AIA Document A102 — 2017. Copyright @ 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997, 2007 and 2017>. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This draft was produced at 18:55:48 ET on 11130/2023 under Order No.2114397963 which expires on 01/09/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1500543352) DocuSign Envelope ID: B49EC3B7-7571-42CF-ABD1-3C262D70CA5F PAGE 16 PAGE 17 DOCUMENTS Ref Project Manual PROJECT MANUAL — 09-20-2023 928 ANNA COMMUNITY LIBRARY —VOLUME 1 OF 2 Ref Project Manual PROJECT MANUAL — 09-20-2023 816 ANNA COMMUNITY LIBRARY VOLUME 2 OF 2 ACL - ADDENDUM No. 1 10/12/23 See construction documents ACL - ADDENDUM No. 2 10/13/23 See construction documents CAP — ADDENDUM No.1 10/12/23 See construction documents [ X1 Supplementary and other Conditions of the Contract: EXHIBIT A - McCOWNGORDON BID 11-30-2023 2 FORM WITH Revised ALTERNATES EXHIBIT B - McCOWNGORDON UNIT 1 PRICING 11-30-2023 EXHIBIT C - McCOWNGORDON 11-30-2023 8 PROJECT SCHEDULE EXHIBIT D - CITY OF ANNA, TEXAS BID, SPECIFICATION, AND CONTRACT DOCUMENTS DATED OCTOBER 26, 2023: 126 PAGES Charles DeVoe Senior Vice President/Regional Leader Additions and Deletions Report for AIA Document A102 — 2017. Copyright ©1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974,1978, 1987, 1997, 2007 and 2017>. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of 6 The American Institute of Architects. This draft was produced at 18:55:48 ET on 11/30/2023 under Order No.2114397963 which expires on 01/09/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1500643352) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F Certification of Document's Authenticity A!A® Document D401 TIN -2003 I, Phil M. Miller, hereby certify, to the best of my knowledge, information and belief, that I created the attached final document simultaneously with its associated Additions and Deletions Report and this certification at 18:55:48 ET on 11/30/2023 under Order No. 2114397963 from AIA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AIA10 Document A 102TM — 2017, Standard Form of Agreement Between Owner and Contractor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price, other than those additions and deletions shown in the associated Additions and Deletions Report. (Signed) (Title) (Dated) AIA Document D401— 2003. Copyright 01992 and 2003. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 18:55:48 ET on 11/30/2023 under Order No.2114397963 which expires on 01/09/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents* Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1500543352) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F \±" I Document A201° - 2017 General Conditions of the Contract for Construction for the following PROJECT: (Name and location or address) Anna Community Library and Anna Plaza ADDITIONS AND DELETIONS: l 11 W Fifth Street, Anna, TX 75409 The author of this document has added information needed for its THE OWNER: completion. The author may also (Name, legal starts and address) have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added City of Anna, Texas y information as well as revisions to the Ryan Henderson, Interim City Manager standard form text is available from 120 W 7th St, the author and should be reviewed. A Anna, TX 75409 vertical line in the left margin of this document indicates where the author THE ARCHITECT: has added necessary information (.Vane, legal status and address) and where the author has added to or deleted from the original AIA text. BRW Architects 3535 Travis St #250 This document has important legal consequences. Consultation with an Dallas, TX 75204 attorney is encouraged with respect to its completion or modification. TABLE OF ARTICLES For guidance in modifying this document to include supplementary 1 GENERAL PROVISIONS conditions, see AIA Document A5031M, Guide for Supplementary 2 OWNER Conditions, 3 CONTRACTOR 4 ARCHITECT 5 SUBCONTRACTORS 141t II11IIlt-T9i11i'Gl iilY3F��]_l 7_�lXdi7�Yi 7_C�II�] ; 7 CHANGES IN THE WORK 8 TIME 9 PAYMENTS AND COMPLETION 10 PROTECTION OF PERSONS AND PROPERTY 11 INSURANCE AND BONDS 12 UNCOVERING AND CORRECTION OF WORK 13 MISCELLANEOUS PROVISIONS Init. AIA Document A201 — 2017. Copyright© 1911, 1915. 1918. 1925, 1937, 1951, 1958. 1961, 1963, 1966. 1970, 1976. 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects,"'American Institute of Architects," "AIA,' the AIA Logo, and "AIA Contract Documents" are trademarks of The 1 American Institute of Architects. This document was produced at 1857:51 ET on 11/30/2023 under Order No.2114397963 which expires on 01/09/2024, is not for / resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents" Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1647529070) DocuSign Envelope ID: B49EC3B7-7571-42CF-A801-3C262D70CA5F 14 TERMINATION OR SUSPENSION OF THE CONTRACT 15 CLAIMS AND DISPUTES Init. AIA Document A201 — 2017. Copyright @ 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 18:57:51 ET on 11/30/2023 under Order No.2114397963 which expires on 01/09/2024, is not for 1 resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1647529070) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F INDEX (Topics and numbers in bold are Section headings.) Acceptance of Nonconforming Work 9.6.6, 9.9.3,12.3 Acceptance of Work 9.6.6, 9.8.2, 9.9.3, 9.10.1, 9.10.3, 12.3 Access to Work 3.16, 6.2.1, 12.1 Accident Prevention 10 Acts and Omissions 3.2, 3.3.2, 3.12.8, 3.18, 4.2.3, 8.3.1, 9.5.1, 10.2.5, 10.2.8, 13.3.2, 14.1, 15.1.2, 15.2 Addenda 1.1.1 Additional Costs, Claims for 3.7.4, 3.7.5, 10.3.2, 15.1.5 Additional Inspections and Testing 9.4.2, 9.8.3, 12.2.1,13.4 Additional Time, Claims for 3.2.4,3.7.4,3.7.5,3.10.2,8.3.2,15.1.6 Administration of the Contract 3.1.3, 4.2, 9.4, 9.5 Advertisement or Invitation to Bid 1.1.1 Aesthetic Effect 4.2.13 Allowances 3.8 Applications for Payment 4.2.5, 7.3.9, 9.2, 9.3, 9.4, 9.5.1, 9.5.4, 9.6.3, 9.7, 9. 10 Approvals 2.1.1, 2.3.1, 2.5, 3.1.3, 3.10.2, 3.12.8, 3.12.9, 3.12.10.1, 4.2.7, 9.3.2, 13.4.1 Arbitration 8.3.1, 15.3.2,15.4 ARCHITECT Architect, Definition of 4.1.1 Architect, Extent of Authority 2.5, 3.12.7, 4.1.2, 4.2, 5.2, 6.3, 7.1.2, 7.3.4, 7.4, 9.2, 9.3.1, 9.4, 9.5, 9.6.3, 9.8, 9.10.1, 9.10.3, 12.1, 12.2.1, 13.4.1, 13.4.2, 14.2.2, 14.2.4, 15.1.4, 15.2.1 Architect, Limitations of Authority and Responsibility 2.1.1, 3.12.4, 3.12.8, 3.12.10, 4.1.2, 4.2.1, 4.2.2, 4.2.3, 4.2.6, 4.2.7, 4.2.10, 4.2.12, 4.2.13, 5.2.1, 7.4, 9.4.2, 9.5.4, 9.6.4, 15.1.4, 15.2 Architect's Additional Services and Expenses 2.5, 12.2.1, 13.4.2, 13.4.3, 14.2.4 Architect's Administration of the Contract 3.1.3, 3.7.4, 15.2, 9.4.1, 9.5 Architect's Approvals 2.5, 3.1.3, 3.5, 3.10.2, 4.2.7 Architect's Authority to Reject Work 3.5, 4.2.6, 12.1.2, 12.2.1 Architect's Copyright 1.1.7, 1.5 Architect's Decisions 3.7.4, 4.2.6, 4.2.7, 4.2.11, 4.2.12, 4.2.13, 4.2.14, 6.3, 7.3.4, 7.3.9, 8.1.3, 8.3.1, 9.2, 9.4.1, 9.5, 9.8.4, 9.9.1, 13.4.2, 15.2 Architect's Inspections 3.7.4, 4.2.2, 4.2.9, 9.4.2, 9.8.3, 9.9.2, 9.10.1, 13.4 Architect's Instructions 3.2.4, 3.3.1, 4.2.6, 4.2.7, 13.4.2 Architect's Interpretations 4.2.11, 4.2.12 Architect's Project Representative 4.2.10 Architect's Relationship with Contractor 1.1.2, 1.5, 2.3.3, 3.1.3, 3.2.2, 3.2.3, 3.2.4, 3.3.1, 3.4.2, 3.5, 3.7.4, 3.7.5, 3.9.2, 3.9.3, 3.10, 3.11, 3.12, 3.16, 3.18, 4.1.2, 4.2, 5.2, 6.2.2, 7, 8.3.1, 9.2, 9.3, 9.4, 9.5, 9.7, 9.8, 9.9, 10.2.6, 10.3, 11.3, 12, 13.3.2, 13.4, 15.2 Architect's Relationship with Subcontractors 1.1.2, 4.2.3, 4.2.4, 4.2.6, 9.6.3, 9.6.4, 11.3 Architect's Representations 9.4.2, 9.5.1, 9.10.1 Architect's Site Visits 3.7.4, 4.2.2, 4.2.9, 9.4.2, 9.5.1, 9.9.2, 9.10.1, 13.4 Asbestos 10.3.1 Attorneys' Fees 3.18.1, 9.6.8, 9.10.2, 10.3.3 Award of Separate Contracts 6.1.1, 6.1.2 Award of Subcontracts and Other Contracts for Portions of the Work 5.2 Basic Definitions 1.1 Bidding Requirements 1.1.1 Binding Dispute Resolution 8.3.1, 9.7, 11.5, 13.1, 15.1.2, 15.1.3, 15.2.1, 15.2.5, 15.2.6.1, 15.3.1, 15.3.2, 15.3.3, 15.4.1 Bonds, Lien 7.3.4.4, 9.6.8, 9.10.2, 9.10.3 Bonds, Performance, and Payment 7.3.4.4, 9.6.7, 9.10.3,11.1.2, 11.1.3,11.5 Building Information Models Use and Reliance 1.8 Building Permit 3.7.1 Capitalization 1.3 Certificate of Substantial Completion 9.8.3, 9.8.4, 9.8.5 Init. AIA Document A201 — 2017. Copyright ®1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961,1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," *American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 18:57:51 ET on 11/30/2023 under Order No.2114397963 which expires on 01/09/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents° Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1647529070) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F 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, 9.10.1, 9.10.3, 14.1.1.3, 14.2.4, 15.1.4 Certificates of Inspection, Testing or Approval 13.4.4 Certificates of Insurance 9.10.2 Change Orders 1. 1. 1, 3.4.2, 3.7.4, 3.8.2.3, 3.11, 3.12.8, 4.2.8, 5.2.3, 7.1.2, 7.1.3, 7.2, 7.3.2, 7.3.7, 7.3.9, 7.3.10, 8.3.1, 9.3.1.1, 9.10.3, 10.3.2, 11.2, 11.5, 12.1.2 Change Orders, Definition of 7.2.1 CHANGES IN THE WORK 2.2.2,3.11,4.2.8,7,7.2.1,7.3.1,7.4,8.3.1,9.3.1.1, 11.5 Claims, Definition of 15.1.1 Claims, Notice of 1.6.2, 15.1.3 CLAIMS AND DISPUTES 3.2.4, 6.1.1, 6.3, 7.3.9, 9.3.3, 9.10.4, 10.3.3,15, 15.4 Claims and Timely Assertion of Claims 15.4.1 Claims for Additional Cost 3.2.4, 3.3.1, 3.7.4, 7.3.9, 9.5.2, 10.2.5, 10.3.2, 15.1.5 Claims for Additional Time 3.2.4, 3.3.1, 3.7.4, 6.1.1, 8.3.2, 9.5.2, 10.3.2,15.1.6 Concealed or Unknown Conditions, Claims for 3.7.4 Claims for Damages 3.2.4, 3.18, 8.3.3, 9.5.1, 9.6.7, 10.2.5, 10.3.3, 11.3, 11.3.2, 14.2.4, 15.1.7 Claims Subject to Arbitration 15.4.1 Cleaning Up 3.15, 6.3 Commencement of the Work, Conditions Relating to 2.2.1, 3.2.2, 3.4.1, 3.7.1, 3.10.1, 3.12.6, 5.2.1, 5.2.3, 6.2.2, 8.1.2, 8.2.2, 8.3.1, 11.1, 11.2,15.1.5 Commencement of the Work, Definition of 8.1.2 Communications 3.9.1, 4.2.4 Completion, Conditions Relating to 3.4.1, 3.11, 3.15, 4.2.2, 4.2.9, 8.2, 9.4.2, 9.8, 9.9. 1, 9.10, 12.2, 14.1.2, 15.1.2 COMPLETION, PAYMENTS AND 9 Completion, Substantial 3.10.1, 4.2.9, 8.1.1, 8.1.3, 8.2.3, 9.4.2, 9.8, 9.9. 1, 9.10.3, 12.2, 15.1.2 Compliance with Laws 2.3.2, 3.2.3, 3.6, 3.7, 3.12.10, 3.13, 9.6.4, 10.2.2, 13.1, 13.3, 13.4.1, 13.4.2, 13.5, 14.1.1, 14.2.1.3, 15.2.8, 15.4.2, 15.4.3 Concealed or Unknown Conditions 3.7.4, 4.2.8, 8.3.1, 10.3 Conditions of the Contract 1.1.1, 6.1.1, 6.1.4 Consent, Written 3.4.2, 3.14.2, 4.1.2, 9.8.5, 9.9.1, 9.10.2, 9.10.3, 13.2, 15.4.4.2 Consolidation or Joinder 15.4.4 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 1.1.4, 6 Construction Change Directive, Definition of 7.3.1 Construction Change Directives 1. 1. 1, 3.4.2, 3.11, 3.12.8, 4.2.8, 7.1.1, 7.1.2, 7.1.3, 7.3, 9.3.1.1 Construction Schedules, Contractor's 3.10, 3.11, 3.12.1, 3.12.2, 6.1.3, 15.1.6.2 Contingent Assignment of Subcontracts 5.4, 14.2.2.2 Continuing Contract Performance 15.1.4 Contract, Definition of 1.1.2 CONTRACT, TERMINATION OR SUSPENSION OF THE 5.4.1.1, 5.4.2, 11.5, 14 Contract Administration 3.1.3,4,9.4,9.5 Contract Award and Execution, Conditions Relating to 3.7.1, 3.10, 5.2, 6.1 Contract Documents, Copies Furnished and Use of 1.5.2, 2.3.6, 5.3 Contract Documents, Definition of 1.1.1 Contract Sum 2.2.2, 2.2.4, 3.7.4, 3.7.5, 3.8, 3.10.2, 5.2.3, 7.3, 7.4, 9.1, 9.2, 9.4.2, 9.5.1.4, 9.6.7, 9.7, 10.3.2, 11.5, 12.1.2, 12.3, 14.2.4, 14.3.2, 15.1.4.2, 15.1.5, 15.2.5 Contract Sum, Definition of 9.1 Contract Time 1.1.4, 2.2.1, 2.2.2, 3.7.4, 3.7.5, 3.10.2, 5.2.3, 6.1.5, 7.2.1.3, 7.3.1, 7.3.5, 7.3.6, 7, 7, 7.3.10, 7.4, 8. 1. 1, 8.2.1, 8.2.3, 8.3.1, 9.5.1, 9.7, 10.3.2, 12.1.1, 12.1.2, 14.3.2, 15.1.4.2, 15.1.6.1, 15.2.5 Contract Time, Definition of 8.1.1 CONTRACTOR 3 Contractor, Definition of 3.1, 6.1.2 Contractor's Construction and Submittal Schedules 3.10, 3.12.1, 3.12.2, 4.2.3, 6.1.3, 15.1.6.2 Init. AIA Document A201 — 2017. Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The 4 American Institute of Architects. This document was produced at 18:57:51 ET on 11 /30/2023 under Order No.2114397963 which expires on 01109/2024, is not for 1 resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@alacontracts.com. User Notes: (1647529070) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F Contractor's Employees 2.2.4, 3.3.2, 3.4.3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2, 10.3, 11.3, 14.1, 14.2. 1.1 Contractor's Liability Insurance 11.1 Contractor's Relationship with Separate Contractors and Owner's Forces 3.12.5, 3.14.2, 4.2.4, 6, 11.3, 12.2.4 Contractor's Relationship with Subcontractors 1.2.2, 2.2.4, 3.3.2, 3.18.1, 3.18.2, 4.2.4, 5, 9.6.2, 9.6.7, 9.10.2, 11.2, 11.3, 11.4 Contractor's Relationship with the Architect 1.1.2, 1.5, 2.3.3, 3.1.3, 3.2.2, 3.2.3, 3.2.4, 3.3.1, 3.4.2, 3.5.1, 3.7.4, 3.10, 3.11, 3.12, 3.16, 3.18, 4.2, 5.2, 6.2.2, 7, 8.3.1, 9.2, 9.3, 9.4, 9.5, 9.7, 9.8, 9.9, 10.2.6, 10.3, 11.3, 12, 13.4, 15.1.3, 15.2.1 Contractor's Representations 3.2.1, 3.2.2, 3.5, 3.12.6, 6.2.2, 8.2.1, 9.3.3, 9.8.2 Contractor's Responsibility for Those Performing the Work 3.3.2, 3.18, 5.3, 6.1.3, 6.2, 9.5.1, 10.2.8 Contractor's Review of Contract Documents 3.2 Contractor's Right to Stop the Work 2.2.2, 9.7 Contractor's Right to Terminate the Contract 14.1 Contractor's Submittals 3.10, 3.11, 3.12, 4.2.7, 5.2.1, 5.2.3, 9.2, 9.3, 9.8.2, 9.8.3, 9.9.1, 9.10.2, 9.10.3 Contractor's Superintendent 3.9, 10.2.6 Contractor's Supervision and Construction Procedures 1.2.2, 3.3, 3.4, 3.12.10, 4.2.2, 4.2.7, 6.1.3, 6.2.4, 7.1.3, 7.3.4, 7.3.6, 8.2, 10, 12, 14, 15.1.4 Coordination and Correlation 1.2, 3.2.1, 3.3.1, 3.10, 3.12.6, 6.1.3, 6.2.1 Copies Furnished of Drawings and Specifications 1.5, 2.3.6, 3.11 Copyrights 1.5, 3.17 Correction of Work 2.5, 3.7.3, 9.4.2, 9.8.2, 9.8.3, 9.9.1, 12.1.2, 12.2, 12.3, 15.1.3.1, 15.1.3.2, 15.2.1 Correlation and Intent of the Contract Documents 1.2 Cost, Definition of 7.3.4 Costs 2.5, 3.2.4, 3.7.3, 3.8.2, 3.15.2, 5.4.2, 6.1.1, 6.2.3, 7.3.3.3, 7.3.4, 7.3.8, 7.3.9, 9.10.2, 10.3.2, 10.3.6, 11.2, 12.1.2, 12.2.1, 12.2.4, 13.4, 14 Cutting and Patching 3.14, 6.2.5 Damage to Construction of Owner or Separate Contractors 3.14.2, 6.2.4, 10.2.1.2, 10.2.5, 10.4, 12.2.4 Damage to the Work 3.14.2, 9.9. 1 , 10.2.1.21 10.2.5, 10.4, 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, 11.3.2, 11.3, 14.2.4, 15.1.7 Damages for Delay 6.2.3, 8.3.3, 9.5.1.6, 9.7, 10.3.2, 14.3.2 Date of Commencement of the Work, Definition of 8.1.2 Date of Substantial Completion, Definition of 8.1.3 Day, Definition of 8.1.4 Decisions of the Architect 3.7.4, 4.2.6, 4.2.7, 4.2.11, 4.2.12, 4.2.13, 6.3, 7.3.4, 7.3.9, 8.1.3, 8.3.1, 9.2, 9.4, 9.5.1, 9.8.4, 9.9.1, 13.4.2, 14.2.2, 14.2.4, 15.1, 15.2 Decisions to Withhold Certification 9.4.1, 9.5, 9.7, 14.1.1.3 Defective or Nonconforming Work, Acceptance, Rejection and Correction of 2.5, 3.5, 4.2.6, 6.2.3, 9.5.1, 9.5.3, 9.6.6, 9.8.2, 9.9.3, 9.10.4, 12.2.1 Definitions 1. 1, 2.1.1, 3.1.1, 3.5, 3.12.1, 3.12.2, 3.12.3, 4.1.1, 5. 1, 6.1.2, 7.2.1, 7.3.1, 8.1, 9.1, 9.8.1, 15.1.1 Delays and Extensions of Time 3.2, 3.7.4, 5.2.3, 7.2.1, 7.3.1, 7.4, 8.3, 9.5.1, 9.7, 10.3.2,10.4, 14.3.2,15.1.6, 15.2.5 Digital Data Use and Transmission 1.7 Disputes 6.3, 7.3.9, 15.1, 15.2 Documents and Samples at the Site 3.11 Drawings, Definition of 1.1.5 Drawings and Specifications, Use and Ownership of 3.11 Effective Date of Insurance 8.2.2 Emergencies 10.4, 14.1.1.2, 15.1.5 Employees, Contractor's 3.3.2, 3.4.3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2, 10.3.3, 11.3, 14.1, 14.2. 1.1 Equipment, Labor, or Materials 1.1.3, 1.1.6, 3.4, 3.5, 3.8.2, 3.8.3, 3.12, 3.13, 3.15.1, 4.2.6, 4.2.7, 5.2.1, 6.2.1, 7.3.4, 9.3.2, 9.3.3, 9.5.1.3, 9.10.2, 10.2.1, 10.2.4, 14.2.1.1, 14.2.1.2 Execution and Progress of the Work 1.1.3, 1.2.1, 1.2.2, 2.3.4, 2.3.6, 3.1, 3.3.1, 3.4.1, 3.7.1, 3.10.1, 3.12, 3.14, 4.2, 6.2.2, 7.1.3, 7.3.6, 8.2, 9.5. 1, 9.9.1, 10.2, 10.3, 12.1, 12.2, 14.2, 14.3.1, 15.1.4 Init. AIA Document A201 — 2017. Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958. 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 18:57:51 ET on 11/30/2023 under Order No.2114397963 which expires on 01/0912024, is not for 1 resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents° Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1647529070) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F Extensions of Time 3.2.4, 3.7.4, 5.2.3, 7.2.1, 7.3, 7.4, 9.5.1, 9.7, 10.3.2, 10.4, 14.3, 15.1.6, 15.2.5 Failure of Payment 9.5.1.3, 9.7, 9.10.2, 13.5, 14.1.1.3, 14.2.1.2 Faulty Work (See Defective or Nonconforming Work) Final Completion and Final Payment 4.2.1, 4.2.9, 9.8.2, 9.10, 12.3, 14.2.4, 14.4.3 Financial Arrangements, Owner's 2.2.1, 13.2.2, 14.1.1.4 GENERAL PROVISIONS 1 Governing Law 13.1 Guarantees (See Warranty) Hazardous Materials and Substances 10.2.4,10.3 Identification of Subcontractors and Suppliers 5.2.1 Indemnification 3.17, 3.18, 9.6.8, 9.10.2, 10.3.3, 11.3 Information and Services Required of the Owner 2.1.2, 2.2, 2.3, 3.2.2, 3.12.10.1, 6.1.3, 6.1.4, 6.2.5, 9.6.1, 9.9.2, 9.10.3, 10.3.3, 11.2, 13.4.1, 13.4.2, 14.1.1.4, 14.1.4, 15.1.4 Initial Decision 15.2 Initial Decision Maker, Definition of 1.1.8 Initial Decision Maker, Decisions 14.2.4, 15.1.4.2, 15.2.1, 15.2.2, 15.2.3, 15.2.4, 15.2.5 Initial Decision Maker, Extent of Authority 14.2.4, 15.1.4.2, 15.2.1, 15.2.2, 15.2.3, 15.2.4, 15.2.5 Injury or Damage to Person or Property 10.2.8, 10.4 Inspections 3.1.3, 3.3.3, 3.7.1, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.3, 9.9.2, 9.10.1, 12.2.1, 13.4 Instructions to Bidders 1.1.1 Instructions to the Contractor 3.2.4, 3.3.1, 3.8.1, 5.2.1, 7, 8.2.2, 12, 13.4.2 Instruments of Service, Definition of 1.1.7 Insurance 6.1.1, 7.3.4, 8.2.2, 9.3.2, 9.8.4, 9.9.1, 9.10.2, 10.2.5,11 Insurance, Notice of Cancellation or Expiration 11.1.4, 11.2.3 Insurance, Contractor's Liability 11.1 Insurance, Effective Date of 8.2.2, 14.4.2 Insurance, Owner's Liability 11.2 Insurance, Property 10.2.5, 11.2, 11.4, 11.5 Insurance, Stored Materials 9.3.2 INSURANCE AND BONDS 11 Insurance Companies, Consent to Partial Occupancy 9.9.1 Insured loss, Adjustment and Settlement of 11.5 Intent of the Contract Documents 1.2.1, 4.2.7, 4.2.12, 4.2.13 Interest 13.5 Interpretation 1.1.8, 1.2.3, 1.4, 4.1.1, 5.1, 6.1.2, 15.1.1 Interpretations, Written 4.2.11, 4.2.12 Judgment on Final Award 15.4.2 Labor and Materials, Equipment 1.1.3, 1.1.6, 3.4, 3.5, 3.8.2, 3.8.3, 3.12, 3.13, 3.15.1, 5.2.1, 6.2.1, 7.3.4, 9.3.2, 9.3.3, 9.5.1.3, 9.10.2, 10.2.1, 10.2.4, 14.2.1.1, 14.2.1.2 Labor Disputes 8.3.1 Laws and Regulations 1.5, 2.3.2, 3.2.3, 3.2.4, 3.6, 3.7, 3.12.10, 3.13, 9.6.4, 9.9.1, 10.2.2, 13.1, 13.3.1, 13.4.2, 13.5, 14, 15.2.8, 15.4 Liens 2.1.2, 9.3.1, 9.3.3, 9.6.8, 9.10.2, 9.10.4, 15.2.8 Limitations, Statutes of 12.2.5, 15.1.2, 15.4.1.1 Limitations of Liability 3.2.2, 3.5, 3.12.10, 3.12.10.1, 3.17, 3.18.1, 4.2.6, 4.2.7, 6.2.2, 9.4.2, 9.6.4, 9.6.7, 9.6.8, 10.2.5, 10.3.3, 11.3, 12.2.5, 13.3.1 Limitations of Time 2.1.2, 2.2, 2.5, 3.2.2, 3.10, 3.11, 3.12.5, 3.15.1, 4.2.7, 5.2,5.3,5.4.1,6.2.4,7.3,7.4,8.2,9.2,9.3.1,9.3.3, 9.4.1, 9.5, 9.6, 9.7, 9.8, 9.9, 9.10, 12.2, 13.4, 14, 15, 15.1.2, 15.1.3, 15.1.5 Materials, Hazardous 10.2.4, 10.3 Materials, Labor, Equipment and 1.1.3, 1.1.6, 3.4. 1 , 3.5, 3.8.2, 3.8.3, 3.12, 3.13, 3.15. 1, 5.2.1, 6.2.1, 7.3.4, 9.3.2, 9.3.3, 9.5.1.3, 9.10.2, 10.2.1.2, 10.2.4,14.2.1.1, 14.2.1.2 Means, Methods, Techniques, Sequences and Procedures of Construction 3.3.1, 3.12.10, 4.2.2, 4.2.7, 9.4.2 Mechanic's Lien 2.1.2, 9.3.1, 9.3.3, 9.6.8, 9.10.2, 9.10.4, 15.2.8 Mediation 8.3.1, 15.1.3.2, 15.2.1, 15.2.5, 15.2.6, 15.3, 15.4. 1, 15.4.1.1 Minor Changes in the Work 1. 1. 1, 3.4.2, 3.12.8, 4.2.8, 7.1, 7.4 Init. AIA Document A201 — 2017. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects; "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The 6 American Institute of Architects. This document was produced at 18:57:51 ET on 11/30/2023 under Order No.2114397963 which expires on 01/09/2024, is not for 1 resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1647529070) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F MISCELLANEOUS PROVISIONS 13 Modifications, Definition of 1.1.1 Modifications to the Contract 1.1.1, 1.1.2,2.5,3.11,4.1.2,4.2.1,5.2.3,7,8.3.1,9.7, 10.3.2 Mutual Responsibility 6.2 Nonconforming Work, Acceptance of 9.6.6, 9.9.3,12.3 Nonconforming Work, Rejection and Correction of 2.4, 2.5, 3.5, 4.2.6, 6.2.4, 9.5.1, 9.8.2, 9.9.3, 9.10.4, 12.2 Notice 1.6, 1.6.1, 1.6.2, 2.1.2, 2.2.2., 2.2.3, 2.2.4, 2.5, 3.2.4, 3.3.1, 3.7.4, 3.7.5, 3.9.2, 3.12.9, 3.12.10, 5.2.1, 7.4, 8.2.2 9.6.8, 9.7, 9.10.1, 10.2.8, 10.3.2, 11.5, 12.2.2.1, 13.4.1, 13.4.2, 14.1, 14.2.2, 14.4.2, 15.1.3, 15.1.5, 15.1.61,15.4.1 Notice of Cancellation or Expiration of Insurance 11.1.4, 11.2.3 Notice of Claims 1.6.2, 2.1.2, 3.7.4, 9.6.8, 10.2.8, 15.1.3, 15.1.5, 15.1.6, 15.2.8, 15.3.2, 15.4.1 Notice of Testing and Inspections 13.4.1, 13.4.2 Observations, Contractor's 3.2, 3.7.4 Occupancy 2.3.1, 9.6.6, 9.8 Orders, Written 1.1.1, 2.4, 3.9.2, 7, 8.2.2, 11.5, 12.1, 12.2.2.1, 13.4.2, 14.3.1 OWNER 2 Owner, Definition of 2.1.1 Owner, Evidence of Financial Arrangements 2.2, 13.2.2, 14.1.1.4 Owner, Information and Services Required of the 2.1.2, 2.2, 2.3, 3.2.2, 3.12.10, 6.1.3, 6.1.4, 6.2.5, 9.3.2, 9.6.1, 9.6.4, 9.9.2, 9.10.3, 10.3.3, 11.2, 13.4.1, 13.4.2, 14.1.1.4, 14.1.4, 15.1.4 Owner's Authority 1.5, 2.1.1, 2.3.32.4, 2.5, 3.4.2, 3.8.1, 3.12.10, 3.14.2, 4.1.2, 4.2.4, 4.2.9, 5.2.1, 5.2.4, 5.4.1, 6.1, 6.3, 7.2.1, 7.3.1, 8.2.2, 8.3.1, 9.3.2, 9.5.1, 9.6.4, 9.9.1, 9.10.2, 10.3.2, 11.4, 11.5, 12.2.2, 12.3, 13.2.2, 14.3, 14.4, 15.2.7 Owner's Insurance 11.2 Owner's Relationship with Subcontractors 1.1.2, 5.2, 5.3, 5.4, 9.6.4, 9.10.2, 14.2.2 Owner's Right to Carry Out the Work 2.5, 14.2.2 Owner's Right to Clean Up 6.3 Owner's Right to Perform Construction and to Award Separate Contracts 6.1 Owner's Right to Stop the Work 2.4 Owner's Right to Suspend the Work 14.3 Owner's Right to Terminate the Contract 14.2, 14.4 Ownership and Use of Drawings, Specifications and Other Instruments of Service 1.1.1, 1.1.6, 1.1.7, 1.5, 2.3.6, 3.2.2, 3.11, 3.17, 4.2.12, 5.3 Partial Occupancy or Use 9.6.6, 9.9 Patching, Cutting and 3.14, 6.2.5 Patents 3.17 Payment, Applications for 4.2.517.3.9,9.2,9.3,9.4,9.5,9.6.3,9.7,9.8.5,9.10.1, 14.2.3, 14.2.4, 14.4.3 Payment, Certificates for 4.2.5, 4.2.9, 9.3.3, 9.4, 9.5, 9.6.1, 9.6.6, 9.7, 9. 10. 1, 9.10.3, 14.1.1.3, 14.2.4 Payment, Failure of 9.5.1.3, 9.7, 9.10.2, 13.5, 14.1.1.3, 14.2.1.2 Payment, Final 4.2.1, 4.2.9, 9.10, 12.3, 14.2.4, 14.4.3 Payment Bond, Performance Bond and 7.3.4.4, 9.6.7, 9.10.3,11.1.2 Payments, Progress 9.3, 9.6, 9.8.5, 9.10.3, 14.2.3, 15.1.4 PAYMENTS AND COMPLETION 9 Payments to Subcontractors 5.4.2, 9.5.1.3, 9.6.2, 9.6.3, 9.6.4, 9.6.7, 14.2.1.2 PCB 10.3.1 Performance Bond and Payment Bond 7.3.4.4, 9.6.7, 9.10.3, 11.1.2 Permits, Fees, Notices and Compliance with Laws 2.3.1, 3.7, 3.13, 7.3.4.4, 10.2.2 PERSONS AND PROPERTY, PROTECTION OF 10 Polychlorinated Biphenyl 10.3.1 Product Data, Definition of 3.12.2 Product Data and Samples, Shop Drawings 3.11, 3.12, 4.2.7 Progress and Completion 4.2.2, 8.2, 9.8, 9.9.1, 14.1.4, 15.1.4 Progress Payments 9.3, 9.6, 9.8.5, 9.10.3, 14.2.3, 15.1.4 Init. AIA Document A201 — 2017. Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. 'The American Institute of Architects." "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The 7 American Institute of Architects. This document was produced at 18:57:51 ET on 11/30/2023 under Order No.2114397963 which expires on 01/09/2024, is not for 1 resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1647529070) DocuSign Envelope ID: B49EC3B7-7571-42CF-A$D1-3C262D70CA5F Project, Definition of 1.1.4 Project Representatives 4.2.10 Property Insurance 10.2.5, 11.2 Proposal Requirements 1.1.1 PROTECTION OF PERSONS AND PROPERTY 10 Regulations and Laws 1.5, 2.3.2, 3.2.3, 3.6, 3.7, 3.12.10, 3.13, 9.6.4, 9.9. 1, 10.2.2, 13. 1 , 13.3, 13.4.1, 13.4.2, 13.5, 14, 15.2.8, 15.4 Rejection of Work 4.2.6, 12.2.1 Releases and Waivers of Liens 9.3.1, 9.10.2 Representations 3.2.1,3.593.12.6,8.2.1,9.3.3,9.4.2,9.5.1,9.10.1 Representatives 2.1.1, 3.1.1, 3.9, 4.1.1, 4.2.10, 13.2.1 Responsibility for Those Performing the Work 3.3.2, 3.18, 4.2.2, 4.2.3, 5.3, 6.1.3, 6.2, 6.3, 9.5.1, 10 Retainage 9.3.1, 9.6.2, 9.8.5, 9.9.1, 9.10.2, 9.10.3 Review of Contract Documents and Field Conditions by Contractor 3.2, 3.12.7, 6.1.3 Review of Contractor's Submittals by Owner and Architect 3.10.1, 3.10.2, 3.11, 3.12, 4.2, 5.2, 6.1.3, 9.2, 9.8.2 Review of Shop Drawings, Product Data and Samples by Contractor 3.12 Rights and Remedies 1.1.2,2.4,2.5,3.5,3.7.4,3.15.2,4.2.6,5.3,5.4,6.1, 6.3, 7.3.1, 8.3, 9.5.1, 9.7, 10.2.5, 10.3, 12.2.1, 12.2.2, 12.2.4, 13.3, 14, 15.4 Royalties, Patents and Copyrights 3.17 Rules and Notices for Arbitration 15.4.1 Safety of Persons and Property 10.2, 10.4 Safety Precautions and Programs 3.3.1, 4.2.2, 4.2.7, 5.3, 10.1, 10.2, 10.4 Samples, Definition of 3.12.3 Samples, Shop Drawings, Product Data and 3.11, 3.12, 4.2.7 Samples at the Site, Documents and 3.11 Schedule of Values 9.2, 9.3.1 Schedules, Construction 3.10, 3.12.1, 3.12.2, 6.1.3, 15.1.6.2 Separate Contracts and Contractors 1.1.4, 3.12.5, 3.14.2, 4.2.4, 4.2.7, 6, 8.3.1, 12.1.2 Separate Contractors, Definition of 6.1.1 Shop Drawings, Definition of 3.12.1 Shop Drawings, Product Data and Samples 3.11, 3.12, 4.2.7 Site, Use of 3.13, 6.1.1, 6.2.1 Site Inspections 3.2.2,3.3.313.7.1,3.7.4,4.2,9.9.2,9.4.2,9.10.1, 13.4 Site Visits, Architect's 3.7.4, 4.2.2, 4.2.9, 9.4.2, 9.5.1, 9.9.2, 9.10.1, 13.4 Special Inspections and Testing 4.2.6, 12.2.1, 13.4 Specifications, Definition of 1.1.6 Specifications 1.1.1, 1.1.61 1.2.2, 1.5, 3.12.10, 3.17, 4.2.14 Statute of Limitations 15.1.2, 15.4.1.1 Stopping the Work 2.2.2, 2.4, 9.7, 10.3, 14.1 Stored Materials 6.2.1, 9.3.2, 10.2.1.2, 10.2.4 Subcontractor, Definition of 5.1.1 SUBCONTRACTORS 5 Subcontractors, Work by 1.2.2, 3.3.2, 3.12.1, 3.18, 4.2.3, 5.2.3, 5.3, 5.4, 9.3.1.2, 9.6.7 Subcontractual Relations 5.3, 5.4, 9.3.1.2, 9.6, 9.10, 10.2.1, 14.1, 14.2.1 Submittals 3.10, 3.11, 3.12, 4.2.7, 5.2.1, 5.2.3, 7.3.4, 9.2, 9.3, 9.8, 9.9.1, 9.10.2, 9.10.3 Submittal Schedule 3.10.2, 3.12.5, 4.2.7 Subrogation, Waivers of 6.1.1, 11.3 Substances, Hazardous 10.3 Substantial Completion 4.2.9, 8.1.1, 8.1.3, 8.2.3, 9.4.2, 9.8, 9.9.1, 9.10.3, 12.2, 15.1.2 Substantial Completion, Definition of 9.8.1 Substitution of Subcontractors 5.2.3, 5.2.4 Substitution of Architect 2.3.3 Substitutions of Materials 3.4.2, 3.5, 7.3.8 Sub -subcontractor, Definition of 5.1.2 Init. AIA Document A201— 2017. Copyright @ 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The 8 American Institute of Architects. This document was produced at 18:57:51 ET on 11/30/2023 under Order No.2114397963 which expires on 01/09/2024, is not for 1 resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1647529070) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F 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, 7.3.4, 8.2, 8.3.1, 9.4.2, 10, 12, 14, 15.1.4 Suppliers 1.5, 3.12.1, 4.2.4, 4.2.6, 5.2.1, 9.3, 9.4.2, 9.5.4, 9.6, 9.10.5, 14.2.1 Surety 5.4.1.2, 9.6.8, 9.8.5, 9.10.2, 9.10.3, 11.1.2, 14.2.2, 15.2.7 Surety, Consent of 9.8.5, 9.10.2, 9.10.3 Surveys 1.1.7, 2.3.4 Suspension by the Owner for Convenience 14.3 Suspension of the Work 3.7.5, 5.4.2, 14.3 Suspension or Termination of the Contract 5.4.1.1, 14 Taxes 3.6, 3.8.2.1, 7.3.4.4 Termination by the Contractor 14.1, 15.1.7 Termination by the Owner for Cause 5.4.1.1, 14.2, 15.1.7 Termination by the Owner for Convenience 14.4 Termination of the Architect 2.3.3 Termination of the Contractor Employment 14.2.2 TERMINATION OR SUSPENSION OF THE CONTRACT 14 Tests and Inspections 3.1.3, 3.3.3, 3.7.1, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.3, 9.9.2, 9.10.1, 10.3.2, 12.2.1,13.4 TIME 8 Time, Delays and Extensions of 3.2.4, 3.7.4, 5.2.3, 7.2.1, 7.3.1, 7.4, 8.3, 9.5.1, 9.7, 10.3.2, 10.4, 14.3.2, 15.1.6, 15.2.5 Time Limits 2.1.2, 2.2, 2.5, 3.2.2, 3.10, 3.11, 3.12.5, 3.15.1, 4.2, 5.2, 5.3, 5.4, 6.2.4, 7.3, 7.4, 8.2, 9.2, 9.3.1, 9.3.3, 9.4. 1, 9.5, 9.6, 9.7, 9.8, 9.9, 9.10, 12.2, 13.4, 14, 15.1.2, 15.1.3, 15.4 Time Limits on Claims 3.7.4, 10.2.8, 15.1.2, 15.1.3 Title to Work 9.3.2, 9.3.3 UNCOVERING AND CORRECTION OF WORK 12 Uncovering of Work 12.1 Unforeseen Conditions, Concealed or Unknown 3.7.4, 8.3.1, 10.3 Unit Prices 7.3.3.2, 9.1.2 Use of Documents 1.1.1, 1.5, 2.3.6, 3.12.6, 5.3 Use of Site 3.13, 6.1.1, 6.2.1 Values, Schedule of 9.2, 9.3.1 Waiver of Claims by the Architect 13.3.2 Waiver of Claims by the Contractor 9.10.5, 13.3.2, 15.1.7 Waiver of Claims by the Owner 9.9.3, 9.10.3, 9.10.4, 12.2.2.1, 13.3.2, 14.2.4, 15.1.7 Waiver of Consequential Damages 14.2.4, 15.1.7 Waiver of Liens 9.3, 9.10.2, 9.10.4 Waivers of Subrogation 6.1.1, 11.3 Warranty 3.5, 4.2.9, 9.3.3, 9.8.4, 9.9.1, 9.10.2, 9.10.4, 12.2.2, 15.1.2 Weather Delays 8.3, 15.1.6.2 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, 9.10.3, 13.2, 13.3.2, 15.4.4.2 Written Interpretations 4.2.11, 4.2.12 Written Orders 1.1.1, 2.4, 3.9, 7, 8.2.2, 12.1, 12.2, 13.4.2, 14.3.1 Init. AIA Document A201 — 2017. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects; "American Institute of Architects; "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The 9 American Institute of Architects. This document was produced at 18:57:51 ET on 11/30/2023 under Order No.2114397963 which expires on 01/09/2024, is not for 1 resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents° Terms of Service. To report copyright violations, e-mail docinfo@aiaoontracts.com. User Notes: (1647529070) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262070CA5F ARTICLE 1 GENERAL PROVISIONS § 1.1 Basic Definitions § 1.1.1 The Contract Documents The Contract Documents are enumerated in the Agreement between the Owner and Contractor (hereinafter the Agreement) and consist of the Agreement, Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to execution of the Contract, other documents listed in the Agreement, and Modifications issued after execution of the Contract. A Modification is (1) a written amendment to the Contract signed by both parties, (2) a Change Order, (3) a Construction Change Directive, or (4) a written order for a minor change in the Work issued by the Architect. Unless specifically enumerated in the Agreement, the Contract Documents do not include the advertisement or invitation to bid, Instructions to Bidders, sample forms, other information furnished by the Owner in anticipation of receiving bids or proposals, the Contractor's bid or proposal, or portions of Addenda relating to bidding or proposal requirements. § 1.1.2 The Contract The Contract Documents form the Contract for Construction. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations, or agreements, either written or oral. The Contract may be amended or modified only by a Modification. The Contract Documents shall not be construed to create a contractual relationship of any kind (1) between the Contractor and the Architect or the Architect's consultants, (2) between the Owner and a Subcontractor or a Sub -subcontractor, (3) between the Owner and the Architect or the Architect's consultants, or (4) between any persons or entities other than the Owner and the Contractor. The Architect shall, however, be entitled to performance and enforcement of obligations under the Contract intended to facilitate performance of the Architect's duties. § 1.1.3 The Work The term "Work" means the construction and services required by the Contract Documents, whether completed or partially completed, and includes all other labor, materials, equipment, and services provided or to be provided by the Contractor to fulfill the Contractor's obligations. The Work may constitute the whole or a part of the Project. § 1.1.4 The Project The Project is the total construction of which the Work performed under the Contract Documents may be the whole or a part and which may include construction by the Owner and by Separate Contractors. § 1.1.5 The Drawings The Drawings are the graphic and pictorial portions of the Contract Documents showing the design, location and dimensions of the Work, generally including plans, elevations, sections, details, schedules, and diagrams. § 1.1.6 The Specifications The Specifications are that portion of the Contract Documents consisting of the written requirements for materials, equipment, systems, standards and workmanship for the Work, and performance of related services. § 1.1.7 Instruments of Service Instruments of Service are representations, in any medium of expression now known or later developed, of the tangible and intangible creative work performed by the Architect and the Architect's consultants under their respective professional services agreements. Instruments of Service may include, without limitation, studies, surveys, models, sketches, drawings, specifications, and other similar materials. § 1.1.8 Initial Decision Maker The Initial Decision Maker is the person identified in the Agreement to render initial decisions on Claims in accordance with Section 15.2. The Initial Decision Maker shall not show partiality to the Owner or Contractor and shall not be liable for results of interpretations or decisions rendered in good faith. § 1.2 Correlation and Intent of the Contract Documents § 1.2.1 The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all; performance by the Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the indicated results. Init. AIA Document A201 — 2017. Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. `The American Institute of Architects," "American Institute of Architects; "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The 10 American Institute of Architects. This document was produced at 18:57:51 ET on 11/30/2023 under Order No.2114397963 which expires on 01/09/2024, is not for ! resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1647529070) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F § 1.2.1.1 The invalidity of any provision of the Contract Documents shall not invalidate the Contract or its remaining provisions. If it is determined that any provision of the Contract Documents violates any law, or is otherwise invalid or unenforceable, then that provision shall be revised to the extent necessary to make that provision legal and enforceable. In such case the Contract Documents shall be construed, to the fullest extent permitted by law, to give effect to the parties' intentions and purposes in executing the Contract. § 1.2.2 Organization of the Specifications into divisions, sections and articles, and arrangement of Drawings shall not control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade. § 1.2.3 Unless otherwise stated in the Contract Documents, words that have well-known technical or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings. § 1.3 Capitalization Terms capitalized in these General Conditions include those that are (1) specifically defined, (2) the titles of numbered articles, or (3) the titles of other documents published by the American Institute of Architects. § 1.4 Interpretation In the interest of brevity the Contract Documents frequently omit modifying words such as "all" and "any" and articles such as "the" and "an," but the fact that a modifier or an article is absent from one statement and appears in another is not intended to affect the interpretation of either statement. § 1.5 Ownership and Use of Drawings, Specifications, and Other Instruments of Service § 1.5.1 The Architect and the Architect's consultants shall be deemed the authors and owners of their respective Instruments of Service, including the Drawings and Specifications, and retain all common law, statutory, and other reserved rights in their Instruments of Service, including copyrights. The Contractor, Subcontractors, Sub -subcontractors, and 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 the Project is not to be construed as publication in derogation of the Architect's or Architect's consultants' reserved rights. § 1.5.2 The Contractor, Subcontractors, Sub -subcontractors, and suppliers are authorized to use and reproduce the Instruments of Service provided to them, subject to any protocols established pursuant to Sections 1.7 and 1.8, solely and exclusively for execution of the Work. All copies made under this authorization shall bear the copyright notice, if any, shown on the Instruments of Service. The Contractor, Subcontractors, Sub -subcontractors, and suppliers may not use the Instruments of Service on other projects or for additions to the Project outside the scope of the Work without the specific written consent of the Owner, Architect, and the Architect's consultants. § 1.6 Notice § 1.6.1 Except as otherwise provided in Section 1.6.2, where the Contract Documents require one party to notify or give notice to the other party, such notice shall be provided in writing to the designated representative of the party to whom the notice is addressed and shall be deemed to have been duly served if delivered in person, by mail, by courier, or by electronic transmission if a method for electronic transmission is set forth in the Agreement. § 1.6.2 Notice of Claims as provided in Section 15.1.3 shall be provided in writing and shall be deemed to have been duly served only if delivered to the designated representative of the party to whom the notice is addressed by certified or registered mail, or by courier providing proof of delivery. § 1.7 Digital Data Use and Transmission The parties shall agree upon protocols governing the transmission and use of Instruments of Service or any other information or documentation in digital form. The parties will use AIA Document E203Tm-2013, Building Information Modeling and Digital Data Exhibit, to establish the protocols for the development, use, transmission, and exchange of digital data. § 1.8 Building Information Models Use and Reliance Any use of, or reliance on, all or a portion of a building information model without agreement to protocols governing the use of, and reliance on, the information contained in the model and without having those protocols set forth in AIA Document E203Tm--2013, Building Information Modeling and Digital Data Exhibit, and the requisite AIA Document Init. AIA Document A201 — 2017. Copyright 01911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The 11 American Institute of Architects. This document was produced at 18:57:51 ET on 11/30/2023 under Order No.2114397963 which expires on 01/09/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1647529070) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F G202T11-2013, Project Building Information Modeling Protocol Form, shall be at the using or relying parry's sole risk and without liability to the other party and its contractors or consultants, the authors of, or contributors to, the building information model, and each of their agents and employees. ARTICLE 2 OWNER § 2.1 General § 2.1.1 The Owner is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The Owner shall designate in writing a representative who shall have express authority to bind the Owner with respect to all matters requiring the Owner's approval or authorization. Except as otherwise provided in Section 4.2.1, the Architect does not have such authority. The term "Owner" means the Owner or the Owner's authorized representative. § 2.1.2 The Owner shall furnish to the Contractor, within fifteen days after receipt of a written request, information necessary and 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. § 2.2 Evidence of the Owner's Financial Arrangements § 2.2.1 Prior to commencement of the Work and upon written request by the Contractor, the Owner shall furnish to the Contractor reasonable evidence that the Owner has made financial arrangements to fulfill the Owner's obligations under the Contract. The Contractor shall have no obligation to commence the Work until the Owner provides such evidence. If commencement of the Work is delayed under this Section 2.2.1, the Contract Time shall be extended appropriately. § 2.2.2 Following commencement of the Work and upon written request by the Contractor, the Owner shall furnish to the Contractor reasonable evidence that the Owner has made financial arrangements to fulfill the Owner's obligations under the Contract only if (1) the Owner fails to make payments to the Contractor as the Contract Documents require; (2) the Contractor identifies in writing a reasonable concern regarding the Owner's ability to make payment when due; or (3) a change in the Work materially changes the Contract Sum. If the Owner fails to provide such evidence, as required, within fourteen days of the Contractor's request, the Contractor may immediately stop the Work and, in that event, shall notify the Owner that the Work has stopped. However, if the request is made because a change in the Work materially changes the Contract Sum under (3) above, the Contractor may immediately stop only that portion of the Work affected by the change until reasonable evidence is provided. If the Work is stopped under this Section 2.2.2, the Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Contractor's reasonable costs of shutdown, delay and start-up, plus interest as provided in the Contract Documents. § 2.2.3 After the Owner furnishes evidence of financial arrangements under this Section 2.2, the Owner shall not materially vary such financial arrangements without prior notice to the Contractor. § 2.2.4 Where the Owner has designated information furnished under this Section 2.2 as "confidential," the Contractor shall keep the information confidential and shall not disclose it to any other person. However, the Contractor may disclose "confidential" information, after seven (7) days' notice to the Owner, where disclosure is required by law, including a subpoena or other form of compulsory legal process issued by a court or governmental entity, or by court or arbitrator(s) order. The Contractor may also disclose "confidential" information to its employees, consultants, sureties, Subcontractors and their employees, Sub -subcontractors, and others who need to know the content of such information solely and exclusively for the Project and who agree to maintain the confidentiality of such information. § 2.3 Information and Services Required of the Owner § 2.3.1 Except for permits and fees that are the responsibility of the Contractor under the Contract Documents, including those required under Section 3.7.1, the Owner shall secure and pay for necessary approvals, easements, assessments and charges required for construction, use or occupancy of permanent structures or for permanent changes in existing facilities. § 2.3.2 The Owner shall retain an architect lawfully licensed to practice architecture, or an entity lawfully practicing architecture, in the jurisdiction where the Project is located. That person or entity is identified as the Architect in the Agreement and is referred to throughout the Contract Documents as if singular in number. Init. AIA Document A201 — 2017. Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The 12 American Institute of Architects. This document was produced at 18:57:51 ET on 11/30/2023 under Order No.2114397963 which expires on 01/09/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1647529070) DocuSign Envelope ID: B49EC3B7-7571-42CF-A801-3C262D70CA5F § 2.3.3 If the employment of the Architect terminates, the Owner shall employ a successor to whom the Contractor has no reasonable objection and whose status under the Contract Documents shall be that of the Architect. § 2.3.4 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a legal description of the site. The Contractor shall be entitled to rely on the accuracy of information furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work. § 2.3.5 The Owner shall furnish information or services required of the Owner by the Contract Documents with reasonable promptness. The Owner shall also furnish any other information or services under the Owner's control and relevant to the Contractor's performance of the Work with reasonable promptness after receiving the Contractor's written request for such information or services. § 2.3.6 Unless otherwise provided in the Contract Documents, the Owner shall furnish to the Contractor one copy of the Contract Documents for purposes of making reproductions pursuant to Section 1.5.2. § 2.4 Owner's Right to Stop the Work If the Contractor fails to correct Work that is not in accordance with the requirements of the Contract Documents as required by Section 12.2 or repeatedly fails to carry out Work in accordance with the Contract Documents, the Owner may issue a written order to the Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated, however, the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity, except to the extent required by Section 6.1.3. § 2.5 Owner's Right to Carry Out the Work If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a ten-day period after receipt of notice from the 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 default or neglect. Such action by the Owner and amounts charged to the Contractor are both subject to prior approval of the Architect and the Architect may, pursuant to Section 9.5.1, withhold or nullify a Certificate for Payment in whole or in part, to the extent reasonably necessary to reimburse the Owner for the reasonable cost of correcting such deficiencies, including Owner's expenses and compensation for the Architect's additional services made necessary by such default, neglect, or failure. If current and future payments are not sufficient to cover such amounts, the Contractor shall pay the difference to the Owner. If the Contractor disagrees with the actions of the Owner or the Architect, or the amounts claimed as costs to the Owner, the Contractor may file a Claim pursuant to Article 15. 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 Project is located. The Contractor shall designate in writing a representative who shall have express authority to bind the Contractor with respect to all matters under this Contract. The term "Contractor" means the Contractor or the Contractor's authorized representative. § 3.1.2 The Contractor shall perform the Work in accordance with the Contract Documents. § 3.1.3 The Contractor shall not be relieved of its obligations to perform the Work in accordance with the Contract Documents either by activities or duties of the Architect in the Architect's administration of the Contract, or by tests, inspections or approvals required or performed by persons or entities other than the Contractor. § 3.2 Review of Contract Documents and Field Conditions by Contractor § 3.2.1 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site, become generally familiar with local conditions under which the Work is to be performed, and correlated personal observations with requirements of the Contract Documents. Init. AIA Document A201 — 2017. Copyright O 1911 1915 1918 1925 1937 1951 1958 1961 1963 1966 1970 1976 1987 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects " "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 18:57:51 ET on 11/30/2023 under Order No.2114397963 which expires on 01/09/2024, is not for 13 1 resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1647529070) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F § 3.2.2 Because the Contract Documents are complementary, the Contractor shall, before starting each portion of the Work, carefully study and compare the various Contract Documents relative to that portion of the Work, as well as the information furnished by the Owner pursuant to Section 2.3.4, shall take field measurements of any existing conditions related to that portion of the Work, and shall observe any conditions at the site affecting it. These obligations are for the purpose of facilitating coordination and construction by the Contractor and are not for the purpose of discovering errors, omissions, or inconsistencies in the Contract Documents; however, the Contractor shall promptly report to the Architect any errors, inconsistencies or omissions discovered by or made known to the Contractor as a request for information in such form as the Architect may require. It is recognized that the Contractor's review is made in the Contractor's capacity as a contractor and not as a licensed design professional, unless otherwise specifically provided in the Contract Documents. § 3.2.3 The Contractor is not required to ascertain that the Contract Documents are in accordance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, but the Contractor shall promptly report to the Architect any nonconformity discovered by or made known to the Contractor as a request for information in such form as the Architect may require. § 3.2.4 If the Contractor believes that additional cost or time is involved because of clarifications or instructions the Architect issues in response to the Contractor's notices or requests for information pursuant to Sections 3.2.2 or 3.2.3, the Contractor shall submit Claims as provided in Article 15. If the Contractor fails to perform the obligations of Sections 3.2.2 or 3.2.3, the Contractor shall pay such costs and damages to the Owner, subject to Section 15.1.7, as would have been avoided if the Contractor had performed such obligations. If the Contractor performs those obligations, the Contractor shall not be liable to the Owner or Architect for damages resulting from errors, inconsistencies or omissions in the Contract Documents, for differences between field measurements or conditions and the Contract Documents, or for nonconformities of the Contract Documents to applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public 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. If the Contract Documents give specific instructions concerning construction means, methods, techniques, sequences, or procedures, the Contractor shall evaluate the jobsite safety thereof and shall be solely responsible for the jobsite safety of such means, methods, techniques, sequences, or procedures. If the Contractor determines that such means, methods, techniques, sequences or procedures may not be safe, the Contractor shall give timely notice to the Owner and Architect, and shall propose alternative means, methods, techniques, sequences, or procedures. The Architect shall evaluate the proposed alternative solely for conformance with the design intent for the completed construction. Unless the Architect objects to the Contractor's proposed alternative, the Contractor shall perform the Work using its alternative means, methods, techniques, sequences, or procedures. § 3.3.2 The Contractor shall be responsible to the Owner for acts and omissions of the Contractor's employees, Subcontractors and their agents and employees, and other persons or entities performing portions of the Work for, or on behalf of, the Contractor or any of its Subcontractors. § 3.3.3 The Contractor shall be responsible for inspection of portions of Work already performed to determine that such portions are in proper condition to receive subsequent Work. § 3.4 Labor and Materials § 3.4.1 Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. § 3.4.2 Except in the case of minor changes in the Work approved by the Architect in accordance with Section 3.12.8 or ordered by the Architect in accordance with Section 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. Inilt. AIA Document A201 — 2017. Copyright 01911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The 14 American Institute of Architects. This document was produced at 18:57:51 ET on 11130/2023 under Order No.2114397963 which expires on 01/09/2024, is not for 1 resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiaoontracts.00m. User Notes: (1647529070) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F § 3.4.3 The Contractor shall enforce strict discipline and good order among the Contractor's employees and other persons carrying out the Work. The Contractor shall not permit employment of unfit persons or persons not properly skilled in tasks assigned to them. § 3.5 Warranty § 3.5.1 The Contractor warrants to the Owner and Architect that materials and equipment furnished under the Contract will be of good quality and new unless the Contract Documents require or permit otherwise. The Contractor further warrants that the Work will conform to the requirements of the Contract Documents and will be free from defects, except for those inherent in the quality of the Work the Contract Documents require or permit. Work, materials, or equipment not conforming to these requirements may be considered defective. The Contractor's warranty excludes remedy for damage or defect caused by abuse, alterations to the Work not executed by the Contractor, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. If required by the Architect, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. § 3.5.2 All material, equipment, or other special warranties required by the Contract Documents shall be issued in the name of the Owner, or shall be transferable to the Owner, and shall commence in accordance with Section 9.8.4. § 3.6 Taxes The Contractor shall pay sales, consumer, use and similar taxes for the Work provided by the Contractor that are legally enacted when bids are received or negotiations concluded, whether or not yet effective or merely scheduled to go into effect. § 3.7 Permits, Fees, Notices and Compliance with Laws § 3.7.1 Unless otherwise provided in the Contract Documents, the Contractor shall secure and pay for the building permit as well as for other permits, fees, licenses, and inspections by government agencies necessary for proper execution and completion of the Work that are customarily secured after execution of the Contract and legally required at the time bids are received or negotiations concluded. § 3.7.2 The Contractor shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities applicable to performance of the Work. § 3.7.3 If the Contractor performs Work knowing it to be contrary to applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, 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 14 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 that an equitable adjustment be made 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, stating the reasons. If either party disputes the Architect's determination or recommendation, that party may submit a Claim as provided in Article 15. § 3.7.5 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. Init. AIA Document A201 — 2017. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. 'The American Institute of Architects," `American Institute of Architects," `AIA," the AIA Logo, and 'AIA Contract Documents" are trademarks of The 15 American Institute of Architects. This document was produced at 18:57:51 ET on 11/30/2023 under Order No.2114397963 which expires on 01/09/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents° Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1647529070) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F § 3.8 Allowances § 3.8.1 The Contractor shall include in the Contract Sum all allowances stated in the Contract Documents. Items covered by allowances shall be supplied for such amounts and by such persons or entities as the Owner may direct, but the Contractor shall not be required to employ persons or entities to whom the Contractor has reasonable objection. 3.8.2 Unless otherwise provided in the Contract Documents, .1 allowances shall cover the cost to the Contractor of materials and equipment delivered at the site and all required taxes, less applicable trade discounts; .2 Contractor's costs for unloading and handling at the site, labor, installation costs, overhead, profit, and other expenses contemplated for stated allowance amounts shall be included in the Contract Sum but not in the allowances; and .3 whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly by Change Order. The amount of the Change Order shall reflect (1) the difference between actual costs and the allowances under Section 3.8.2.1 and (2) changes in Contractor's costs under Section 3.8.2.2. § 3.8.3 Materials and equipment under an allowance shall be selected by the Owner with reasonable promptness. § 3.9 Superintendent § 3.9.1 The Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance at the Project site during performance of the Work. The superintendent shall represent the Contractor, and communications given to the superintendent shall be as binding as if given to the Contractor. § 3.9.2 The Contractor, as soon as practicable after award of the Contract, shall notify the Owner and Architect of the name and qualifications of a proposed superintendent. Within 14 days of receipt of the information, the Architect may notify the Contractor, stating whether the Owner or the Architect (1) has reasonable objection to the proposed superintendent or (2) requires additional time for review. Failure of the Architect to provide notice within the 14-day period shall constitute notice of no reasonable objection. § 3.9.3 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 and Submittal Schedules § 3.10.1 The Contractor, promptly after being awarded the Contract, shall submit for the Owner's and Architect's information a Contractor's construction schedule for the Work. The schedule shall contain detail appropriate for the Project, including (1) the date of commencement of the Work, interim schedule milestone dates, and the date of Substantial Completion; (2) an apportionment of the Work by construction activity; and (3) the time required for completion of each portion of the Work. The schedule shall provide for the orderly progression of the Work to completion and shall not exceed time limits current under the Contract Documents. The schedule shall be revised at appropriate intervals as required by the conditions of the Work and Project. § 3.10.2 The Contractor, promptly after being awarded the Contract and thereafter as necessary to maintain a current submittal schedule, shall submit a submittal schedule for the Architect's approval. The Architect's approval shall not be unreasonably delayed or withheld. The submittal schedule shall (1) be coordinated with the Contractor's construction schedule, and (2) allow the Architect reasonable time to review submittals. If the Contractor fails to submit a submittal schedule, or fails to provide submittals in accordance with the approved submittal schedule, the Contractor shall not be entitled to any increase in Contract Sum or extension of Contract Time based on the time required for review of submittals. § 3.10.3 The Contractor shall perform the Work in general accordance with the most recent schedules submitted to the Owner and Architect. § 3.11 Documents and Samples at the Site The Contractor shall make available, at the Project site, the Contract Documents, including Change Orders, Construction Change Directives, and other Modifications, in good order and marked currently to indicate field changes and selections made during construction, and the approved Shop Drawings, Product Data, Samples, and similar required submittals. These shall be in electronic form or paper copy, available to the Architect and Owner, and Init. AIA Document A201 — 2017. Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The 16 American Institute of Architects. This document was produced at 18:57:51 ET on 11/30/2023 under Order No.2114397963 which expires on 01/09/2024, is not for ! resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Dotes: (1647529070) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F delivered to the Architect for submittal to the Owner upon completion of the Work as a record of the Work as constructed. § 3.12 Shop Drawings, Product Data and Samples § 3.12.1 Shop Drawings are drawings, diagrams, schedules, and other data specially prepared for the Work by the Contractor or a Subcontractor, Sub -subcontractor, manufacturer, supplier, or distributor to illustrate some portion of the Work. § 3.12.2 Product Data are illustrations, standard schedules, performance charts, instructions, brochures, diagrams, and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work. § 3.12.3 Samples are physical examples that illustrate materials, equipment, or workmanship, and establish standards by which the Work will be judged. § 3.12.4 Shop Drawings, Product Data, Samples, and similar submittals are not Contract Documents. Their purpose is to demonstrate how the Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents for those portions of the Work for which the Contract Documents require submittals. Review by the Architect is subject to the limitations of Section 4.2.7. Informational submittals upon which the Architect is not expected to take responsive action may be so identified in the Contract Documents. Submittals that are not required by the Contract Documents may be returned by the Architect without action. § 3.12.5 The Contractor shall review for compliance with the Contract Documents, approve, and submit to the Architect, Shop Drawings, Product Data, Samples, and similar submittals required by the Contract Documents, in accordance with the submittal schedule approved by the Architect or, in the absence of an approved submittal schedule, with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of the Owner or of Separate Contractors. § 3.12.6 By submitting Shop Drawings, Product Data, Samples, and similar submittals, the Contractor represents to the Owner and Architect that the Contractor has (1) reviewed and approved them, (2) determined and verified materials, field measurements and field construction criteria related thereto, or will do so, and (3) checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract 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 the requirements of the Contract Documents by the Architect's approval of Shop Drawings, Product Data, Samples, or similar submittals, unless the Contractor has specifically notified the Architect of such deviation at the time of submittal and (1) the Architect has given written approval to the specific deviation as a minor change in the Work, or (2) a Change Order or Construction Change Directive has been issued authorizing the deviation. The Contractor shall not be relieved of responsibility for errors or omissions in Shop Drawings, Product Data, Samples, or similar submittals, by the Architect's approval thereof. § 3.12.9 The Contractor shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data, Samples, or similar submittals, to revisions other than those requested by the Architect on previous submittals. In the absence of such notice, the Architect's approval of a resubmission shall not apply to such revisions. § 3.12.10 The Contractor shall not be required to provide professional services that constitute the practice of architecture or engineering unless such services are specifically required by the Contract Documents for a portion of the Work or unless the Contractor needs to provide such services in order to carry out the Contractor's responsibilities for construction means, methods, techniques, sequences, and procedures. The Contractor shall not be required to provide professional services in violation of applicable law. § 3.12.10.1 If professional design services or certifications by a design professional related to systems, materials, or equipment are specifically required of the Contractor by the Contract Documents, the Owner and the Architect will Init. AIA Document A201 — 2017. Copyright @ 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects; "AIA; the AIA Logo, and "AIA Contract Documents" are trademarks of The 17 American Institute of Architects. This document was produced at 18:57:51 ET on 11/30/2023 under Order No.2114397963 which expires on 01/09/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1647529070) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F specify all performance and design criteria that such services must satisfy. The Contractor shall be entitled to rely upon the adequacy and accuracy of the performance and design criteria provided in the Contract Documents. The Contractor shall cause such services or certifications to be provided by an appropriately licensed design professional, whose signature and seal shall appear on all drawings, calculations, specifications, certifications, Shop Drawings, and other submittals prepared by such professional. Shop Drawings, and other submittals related to the Work, designed or certified by such professional, if prepared by others, shall bear such professional's written approval when submitted to the Architect. The Owner and the Architect shall be entitled to rely upon the adequacy and accuracy of the services, certifications, and approvals performed or provided by such design professionals, provided the Owner and Architect have specified to the Contractor the performance and design criteria that such services must satisfy. Pursuant to this Section 3.12.10, the Architect will review and approve or take other appropriate action on submittals only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. § 3.12.10.2 If the Contract Documents require the Contractor's design professional to certify that the Work has been performed in accordance with the design criteria, the Contractor shall furnish such certifications to the Architect at the time and in the form specified by the Architect. § 3.13 Use of Site The Contractor shall confine operations at the site to areas permitted by applicable laws, statutes, ordinances, codes, rules and regulations, 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, or patching shall be restored to the condition existing prior to the cutting, fitting, or patching, unless otherwise required by the Contract Documents. § 3.14.2 The Contractor shall not damage or endanger a portion of the Work or fully or partially completed construction of the Owner or Separate Contractors by cutting, patching, or otherwise altering such construction, or by excavation. The Contractor shall not cut or otherwise alter construction by the Owner or a Separate Contractor except with written consent of the Owner and of the Separate Contractor. Consent shall not be unreasonably withheld. The Contractor shall not unreasonably withhold, from the Owner or a Separate Contractor, its consent to cutting or otherwise altering the Work. § 3.15 Cleaning Up § 3.15.1 The Contractor shall keep the premises and surrounding area free from accumulation of waste materials and rubbish caused by operations under the Contract. At completion of the Work, the Contractor shall remove waste materials, rubbish, the Contractor's tools, construction equipment, machinery, and surplus materials from and about the Project. § 3.15.2 if the Contractor fails to clean up as provided in the Contract Documents, the Owner may do so and the Owner shall be entitled to reimbursement from the Contractor. § 3.16 Access to Work The Contractor shall provide the Owner and Architect with access to the Work in 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 defense or loss when a particular design, process, or product of a particular manufacturer or manufacturers is required by the Contract Documents, or where the copyright violations are contained in Drawings, Specifications, or other documents prepared by the Owner or Architect. However, if an infringement of a copyright or patent is discovered by, or made known to, the Contractor, the Contractor shall be responsible for the loss unless the information is promptly furnished to the Architect. Init. AIA Document A201 — 2017. Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961,1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The is American Institute of Architects. This document was produced at 18:57:51 ET on 11/30/2023 under Order No.2114397963 which expires on 01/0912024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1647529070) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F § 3.18 Indemnification § 3.18.1 To the fullest extent permitted by law, the Contractor shall indemnify and hold harmless the Owner, Architect, Architect's consultants, and agents and employees of any of them from and against claims, damages, losses, and expenses, including but not limited to attorneys' fees, arising out of or resulting from performance of the Work, provided that such claim, damage, loss, or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself), but only to the extent caused by the negligent acts or omissions of the Contractor, a Subcontractor, anyone directly or indirectly employed by them, or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss, or expense is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exist as to a party or person described in this Section 3.18. § 3.18.2 In claims against any person or entity indemnified under this Section 3.18 by an employee of the Contractor, a Subcontractor, anyone directly or indirectly employed by them, or anyone for whose acts they may be liable, the indemnification obligation under Section 3.18.1 shall not be limited by a limitation on amount or type of damages, compensation, or benefits payable by or for the Contractor or a Subcontractor under workers' compensation acts, disability benefit acts, or other employee benefit acts. ARTICLE 4 ARCHITECT § 4.1 General § 4.1.1 The Architect is the person or entity retained by the Owner pursuant to Section 2.3.2 and identified as such in the Agreement. § 4.1.2 Duties, responsibilities, and limitations of authority of the Architect as set forth in the Contract Documents shall not be restricted, modified, or extended without written consent of the Owner, Contractor, and Architect. Consent shall not be unreasonably withheld. § 4.2 Administration of the Contract § 4.2.1 The Architect will provide administration of the Contract as described in the Contract Documents and will be an Owner's representative during construction until the date the Architect issues the final Certificate for Payment. The Architect will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents. § 4.2.2 The Architect will visit the site at intervals appropriate to the stage of construction, or as otherwise agreed with the Owner, to become generally familiar with the progress and quality of the portion of the Work completed, and to determine in general if the Work observed is being performed in a manner indicating that the Work, 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. § 4.2.3 On the basis of the site visits, the Architect will keep the Owner reasonably informed about the progress and quality of the portion of the Work completed, and promptly report to the Owner (1) known deviations from the Contract Documents, (2) known deviations from the most recent construction schedule submitted by the Contractor, and (3) defects and deficiencies observed in the Work. The Architect will not be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. The Architect will not have control over or charge 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. § 4.2A Communications The Owner and Contractor shall include the Architect in all communications that relate to or affect the Architect's services or professional responsibilities. The Owner shall promptly notify the Architect of the substance of any direct communications between the Owner and the Contractor otherwise relating to the Project. Communications by and with the Architect's consultants shall be through the Architect. Communications by and with Subcontractors and suppliers shall be through the Contractor. Communications by and with Separate Contractors shall be through the Owner. The Contract Documents may specify other communication protocols. Init. AIA Document A201 — 2017. Copyright 01911. 1915. 1918, 1925, 1937, 1951, 1958, 1961,1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects,* 'American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The 19 American Institute of Architects. This document was produced at 18:57:51 ET on 11/30/2023 under Order No.2114397963 which expires on 01/09/2024, is not for ! resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents° Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1647529070) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F § 4.2.5 Based on the Architect's evaluations of the Contractor's Applications for Payment, the Architect will review and certify the amounts due the Contractor and will issue Certificates for Payment in such amounts. § 4.2.6 The Architect has authority to reject Work that does not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable, the Architect will have authority to require inspection or testing of the Work in accordance with Sections 13.4.2 and 13.4.3, whether or not the Work is fabricated, installed or completed. However, neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, suppliers, their agents or employees, or other persons or entities performing portions of the Work. § 4.2.7 The Architect will review and approve, or take other appropriate action upon, the Contractor's submittals such as Shop Drawings, Product Data, and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Architect's action will be taken in accordance with the submittal schedule approved by the Architect or, in the absence of an approved submittal schedule, with reasonable promptness while allowing sufficient time in the Architect's professional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instructions for installation or performance of equipment or systems, all of which remain the responsibility of the Contractor as required by the Contract Documents. The Architect's review of the Contractor's submittals shall not relieve the Contractor of the obligations under Sections 3.3, 3.5, and 3.12. The Architect's review shall not constitute approval of safety precautions or of any construction means, methods, techniques, sequences, or procedures. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. § 4.2.8 The Architect will prepare Change Orders and Construction Change Directives, and may order minor changes in the Work as provided in Section 7.4. The Architect will investigate and make determinations and recommendations regarding concealed and unknown conditions as provided in Section 3.7.4. § 4.2.9 The Architect will conduct inspections to determine the date or dates of Substantial Completion and the date of final completion; issue Certificates of Substantial Completion pursuant to Section 9.8; receive and forward to the Owner, for the Owner's review and records, written warranties and related documents required by the Contract and assembled by the Contractor pursuant to Section 9.10; and issue a final Certificate for Payment pursuant to Section 9.10. § 4.2.10 If the Owner and Architect agree, the Architect will provide one or more Project representatives to assist in carrying out the Architect's responsibilities at the site. The Owner shall notify the Contractor of any change in the duties, responsibilities and limitations of authority of the Project representatives. § 4.2.11 The Architect will interpret and decide matters concerning performance under, and requirements of, the Contract Documents on written request of either the Owner or Contractor. The Architect's response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. § 4.2.12 Interpretations and decisions of the Architect will be consistent with the intent of, and reasonably inferable from, the Contract Documents and will be in writing or in the form of drawings. When 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. § 4.2.13 The Architect's decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in the Contract Documents. § 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. Init. AIA Document A201 — 2017. Copyright 0 1911,1915, 1918, 1925, 1937, 1951, 1958, 1961,1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents' are trademarks of The 20 American Institute of Architects. This document was produced at 18:57:51 ET on 11/30/2023 under Order No.2114397963 which expires on 01/0912024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1647529070) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F ARTICLE 5 SUBCONTRACTORS § 5.1 Definitions § 5.1.1 A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the Work at the site. The term "Subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcontractor. The term "Subcontractor" does not include a Separate Contractor or the subcontractors of a Separate Contractor. § 5.1.2 A Sub -subcontractor is a person or entity who has a direct or indirect contract with a Subcontractor to perform a portion of the Work at the site. The term "Sub -subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Sub -subcontractor or an authorized representative of the Sub -subcontractor. § 5.2 Award of Subcontracts and Other Contracts for Portions of the Work § 5.2.1 Unless otherwise stated in the Contract Documents, the Contractor, as soon as practicable after award of the Contract, shall notify the Owner and Architect of the persons or entities proposed for each principal portion of the Work, including those who are to furnish materials or equipment fabricated to a special design. Within 14 days of receipt of the information, the Architect may notify the Contractor whether the Owner or the Architect (1) has reasonable objection to any such proposed person or entity or (2) requires additional time for review. Failure of the Architect to provide notice within the 14-day period shall constitute notice of no reasonable objection. § 5.2.2 The Contractor shall not contract with a proposed person or entity to whom the Owner or Architect has made reasonable and timely objection. The Contractor shall not be required to contract with anyone to whom the Contractor has made reasonable objection. § 5.2.3 If the Owner or Architect has reasonable objection to a person or entity proposed by the Contractor, the Contractor shall propose another to whom the Owner or Architect has no reasonable objection. If the proposed but rejected Subcontractor was reasonably capable of performing the Work, the Contract Sum and Contract Time shall be increased or decreased by the difference, if any, occasioned by such change, and an appropriate Change Order shall be issued before commencement of the substitute Subcontractor's Work. However, no increase in the Contract Sum or Contract Time shall be allowed for such change unless the Contractor has acted promptly and responsively in submitting names as required. § 5.2A The Contractor shall not substitute a Subcontractor, person, or entity for one previously selected if the Owner or Architect makes reasonable objection to such substitution. § 5.3 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 that the Contractor, by these Contract Documents, assumes toward the Owner and Architect. Each subcontract agreement shall preserve and protect the rights of the Owner and Architect under the Contract Documents with respect to the Work to be performed by the Subcontractor so that subcontracting thereof will not prejudice such rights, and shall allow to the Subcontractor, unless specifically provided otherwise in the subcontract agreement, the benefit of all rights, remedies, and redress against the Contractor that the Contractor, by the Contract Documents, has against the Owner. Where appropriate, the Contractor shall require each Subcontractor to enter into similar agreements with Sub -subcontractors. The Contractor shall make available to each proposed Subcontractor, prior to the execution of the subcontract agreement, copies of the Contract Documents to which the Subcontractor will be bound, and, upon written request of the Subcontractor, identify to the Subcontractor terms and conditions of the proposed subcontract agreement that may be at variance with the Contract Documents. Subcontractors will similarly make copies of applicable portions of such documents available to their respective proposed Sub -subcontractors. § 5.4 Contingent Assignment of Subcontracts § 5.4.1 Each subcontract agreement for a portion of the Work is assigned by the Contractor to the Owner, provided that .1 assignment is effective only after termination of the Contract by the Owner for cause pursuant to Section 14.2 and only for those subcontract agreements that the Owner accepts by notifying the Subcontractor and Contractor; and .2 assignment is subject to the prior rights of the surety, if any, obligated under bond relating to the Contract. Init. AIA Document A201 — 2017. Copyright @ 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961,1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The 21 American Institute of Architects. This document was produced at 18:57:51 ET on 11/30/2023 under Order No.2114397963 which expires on 01/09/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents° Terms of service. To report copyright violations, e-mail docinfo@aiaoontracts.com. User Notes: (1647529070) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F When the Owner accepts the assignment of a subcontract agreement, the Owner assumes the Contractor's rights and obligations under the subcontract. § 5.4.2 Upon such assignment, if the Work has been suspended for more than 30 days, the Subcontractor's compensation shall be equitably adjusted for increases in cost resulting from the suspension. § 5.4.3 Upon assignment to the Owner under this Section 5.4, the Owner may further assign the subcontract to a successor contractor or other entity. If the Owner assigns the subcontract to a successor contractor or other entity, the Owner shall nevertheless remain legally responsible for all of the successor contractor's obligations under the subcontract. ARTICLE 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS § 6.1 Owner's Right to Perform Construction and to Award Separate Contracts § 6.1.1 The term "Separate Contractor(s)" shall mean other contractors retained by the Owner under separate agreements. The Owner reserves the right to perform construction or operations related to the Project with the Owner's own forces, and with Separate Contractors retained under Conditions of the Contract substantially similar to those of this Contract, including those provisions of the Conditions of the Contract related to insurance and waiver of subrogation. § 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 any Separate Contractors and the Owner in reviewing their construction schedules. The Contractor shall make any revisions to its construction schedule deemed necessary after a joint review and mutual agreement. The construction schedules shall then constitute the schedules to be used by the Contractor, Separate Contractors, and the Owner until subsequently revised. § 6.1.4 Unless otherwise provided in the Contract Documents, when the Owner performs construction or operations related to the Project with the Owner's own forces or with Separate Contractors, the Owner or its Separate Contractors shall have the same obligations and rights that the Contractor has under the Conditions of the Contract, including, without excluding others, those stated in Article 3, this Article 6, and Articles 10, 11, 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 If part 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 notify the Architect of apparent discrepancies or defects in the construction or operations by the Owner or Separate Contractor that would render it unsuitable for proper execution and results of the Contractor's Work. Failure of the Contractor to notify the Architect of apparent discrepancies or defects prior to proceeding with the Work shall constitute an acknowledgment that the Owner's or Separate Contractor's completed or partially completed construction is fit and proper to receive the Contractor's Work. The Contractor shall not be responsible for discrepancies or defects in the construction or operations by the Owner or Separate Contractor that are not apparent. § 6.2.3 The Contractor shall reimburse the Owner for costs the Owner incurs that are payable to a Separate Contractor because of the Contractor's delays, improperly timed activities or defective construction. The Owner shall be responsible to the Contractor for costs the Contractor incurs because of a Separate Contractor's delays, improperly timed activities, damage to the Work or defective construction. § 6.2.4 The Contractor shall promptly remedy damage that the Contractor wrongfully causes to completed or partially completed construction or to property of the Owner or Separate Contractor as provided in Section 10.2.5. Init. AIA Document A201 — 2017. Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The 22 American Institute of Architects. This document was produced at 18:57:51 ET on 11/30/2023 under Order No.2114397963 which expires on 01/09/2024, is not for resale, is licensed for one-time use only, and may only be used In accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1647529070) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F § 6.2.5 The Owner and each Separate Contractor shall have the same responsibilities for cutting and patching as are described for the Contractor in Section 3.14. § 6.3 Owner's Right to Clean Up If a dispute arises among the Contractor, Separate Contractors, and the Owner as to the responsibility under their respective contracts for maintaining the premises and surrounding area free 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. § 7.1.3 Changes in the Work shall be performed under applicable provisions of the Contract Documents. The Contractor shall proceed promptly with changes in the Work, unless otherwise provided in the Change Order, Construction Change Directive, or order for a minor change in the Work. § 7.2 Change Orders § 7.2.1 A Change Order is a written instrument prepared by the Architect and signed by the Owner, Contractor, and Architect stating their agreement upon all of the following: .1 The change in the Work; .2 The amount of the adjustment, if any, in the Contract Sum; and .3 The extent of the adjustment, if any, in the Contract Time. § 7.3 Construction Change Directives § 7.3.1 A Construction Change Directive is a written order prepared by the Architect and signed by the Owner and Architect, directing a change in the Work prior to agreement on adjustment, if any, in the Contract Sum or Contract Time, or both. The Owner may by Construction Change Directive, without invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of additions, deletions, or other revisions, the Contract Sum and Contract Time being adjusted accordingly. § 7.3.2 A Construction Change Directive shall be used in the absence of total agreement on the terms of a Change Order. § 7.3.3 If the Construction Change Directive provides for an adjustment to the Contract Sum, the adjustment shall be based on one of the following methods: .1 Mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation; .2 Unit prices stated in the Contract Documents or subsequently agreed upon; .3 Cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee; or .4 As provided in Section 7.3.4. § 7.3.4 If the Contractor does not respond promptly or disagrees with the method for adjustment in the Contract Sum, the Architect shall determine the adjustment on the basis of reasonable expenditures and savings of those performing the Work attributable to the change, including, in case of an increase in the Contract Sum, an amount for overhead and profit as set forth in the Agreement, or if no such amount is set forth in the Agreement, a reasonable amount. In such case, and also under Section 7.3.3.3, the Contractor shall keep and present, in such form as the Architect may prescribe, an itemized accounting together with appropriate supporting data. Unless otherwise provided in the Contract Documents, costs for the purposes of this Section 7.3.4 shall be limited to the following: Init. AIA Document A201 — 2017. Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961,1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects; "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The 23 American Institute of Architects. This document was produced at 18:57:51 ET on 11/30/2023 under Order No.2114397963 which expires on 01/0912024, is not for I resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terns of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1647529070) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F .1 Costs of labor, including applicable payroll taxes, fringe benefits required by agreement or custom, workers' compensation insurance, and other employee costs approved by the Architect; .2 Costs of materials, supplies, and equipment, including cost of transportation, whether incorporated or consumed; .3 Rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Contractor or others; .4 Costs of premiums for all bonds and insurance, permit fees, and sales, use, or similar taxes, directly related to the change; and .5 Costs of supervision and field office personnel directly attributable to the change. § 7.3.5 If the Contractor disagrees with the adjustment in the Contract Time, the Contractor may make a Claim in accordance with applicable provisions of Article 15. § 7.3.6 Upon receipt of a Construction Change Directive, the Contractor shall promptly proceed with the change in the Work involved and advise the Architect of the Contractor's agreement or disagreement with the method, if any, provided in the Construction Change Directive for determining the proposed adjustment in the Contract Sum or Contract Time. § 7.3.7 A Construction Change Directive signed by the Contractor indicates the Contractor's agreement therewith, including adjustment in Contract Sum and Contract Time or the method for determining them. Such agreement shall be effective immediately and shall be recorded as a Change Order. § 7.3.8 The amount of credit to be allowed by the Contractor to the Owner for a deletion or change that results in a net decrease in the Contract Sum shall be actual net cost as confirmed by the Architect. When both additions and credits covering related Work or substitutions are involved in a change, the allowance for overhead and profit shall be figured on the basis of net increase, if any, with respect to that change. § 7.3.9 Pending final determination of the total cost of a Construction Change Directive to the Owner, the Contractor may request payment for Work completed under the Construction Change Directive in Applications for Payment. The Architect will make an interim determination for purposes of monthly certification for payment for those costs and certify for payment the amount that the Architect determines, in the Architect's professional judgment, to be reasonably justified. The Architect's interim determination of cost shall adjust the Contract Sum on the same basis as a Change Order, subject to the right of either party to disagree and assert a Claim in accordance with Article 15. § 7.3.10 When the Owner and Contractor agree with a determination made by the Architect concerning the adjustments in the Contract Sum and Contract Time, or otherwise reach agreement upon the adjustments, such agreement shall be effective immediately and the Architect will prepare a Change Order. Change Orders may be issued for all or any part of a Construction Change Directive. § 7.4 Minor Changes in the Work The Architect may order minor changes in the Work that are consistent with the intent of the Contract Documents and do not involve an adjustment in the Contract Sum or an extension of the Contract Time. The Architect's order for minor changes shall be in writing. If the Contractor believes that the proposed minor change in the Work will affect the Contract Sum or Contract Time, the Contractor shall notify the Architect and shall not proceed to implement the change in the Work. If the Contractor performs the Work set forth in the Architect's order for a minor change without prior notice to the Architect that such change will affect the Contract Sum or Contract Time, the Contractor waives any adjustment to the Contract Sum or extension of the Contract Time. ARTICLE 8 TIME § 8.1 Definitions § 8.1.1 Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, allotted in the Contract Documents for Substantial Completion of the Work. § 8.1.2 The date of commencement of the Work is the date established in the Agreement. § 8.1.3 The date of Substantial Completion is the date certified by the Architect in accordance with Section 9.8. Init. AIA Document A201 — 2017. Copyright 01911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987. 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The 24 American Institute of Architects. This document was produced at 18:57:51 ET on 11/30/2023 under Order No.2114397963 which expires on 01/09/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@alacontracts.com. User Notes: (1647529070) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F § 8.1.4 The term "day" as used in the Contract Documents shall mean calendar day unless otherwise specifically defined. § 8.2 Progress and Completion § 8.2.1 Time limits stated in the Contract Documents are of the essence of the Contract. By executing the Agreement, the Contractor confirms that the Contract Time is a reasonable period for performing the Work. § 8.2.2 The Contractor shall not knowingly, except by agreement or instruction of the Owner in writing, commence the Work prior to the effective date of insurance required to be furnished by the Contractor and Owner. § 8.2.3 The Contractor shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within the Contract Time. § 8.3 Delays and Extensions of Time § 8.3.1 If the Contractor is delayed at any time in the commencement or progress of the Work by (1) an act or neglect of the Owner or Architect, of an employee of either, or of a Separate Contractor; (2) by changes ordered in the Work; (3) by labor disputes, fire, unusual delay in deliveries, unavoidable casualties, adverse weather conditions documented in accordance with Section 15.1.6.2, or other causes beyond the Contractor's control; (4) by delay authorized by the Owner pending mediation and binding dispute resolution; or (5) by other causes that the Contractor asserts, and the Architect determines, justify delay, then the Contract Time shall be extended for such reasonable time as the Architect may determine. § 8.3.2 Claims relating to time shall be made in accordance with applicable provisions of Article 15. § 8.3.3 This Section 8.3 does not preclude recovery of damages for delay by either party under other provisions of the Contract Documents. ARTICLE 9 PAYMENTS AND COMPLETION § 9.1 Contract Sum § 9.1.1 The Contract Sum is stated in the Agreement and, including authorized adjustments, is the total amount payable by the Owner to the Contractor for performance of the Work under the Contract Documents. § 9.1.2 If unit prices are stated in the Contract Documents or subsequently agreed upon, and if quantities originally contemplated are materially changed so that application of such unit prices to the actual quantities causes substantial inequity to the Owner or Contractor, the applicable unit prices shall be equitably adjusted. § 9.2 Schedule of Values Where the Contract is based on a stipulated sum or Guaranteed Maximum Price, the Contractor shall submit a schedule of values to the Architect before the first Application for Payment, allocating the entire Contract Sum to the various portions of the Work. The schedule of values shall be prepared in the form, and supported by the data to substantiate its accuracy, required by the Architect. This schedule, unless objected to by the Architect, shall be used as a basis for reviewing the Contractor's Applications for Payment. Any changes to the schedule of values shall be submitted to the Architect and supported by such data to substantiate its accuracy as the Architect may require, and unless objected to by the Architect, shall be used as a basis for reviewing the Contractor's subsequent Applications for Payment. § 9.3 Applications for Payment § 9.3.1 At least ten days before the date established for each progress payment, the Contractor shall submit to the Architect an itemized Application for Payment prepared in accordance with the schedule of values, if required under Section 9.2, for completed portions of the Work. The application shall be notarized, if required, and supported by all data substantiating the Contractor's right to payment that the Owner or Architect require, such as copies of requisitions, and releases and waivers of liens from Subcontractors and suppliers, 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. [nit. AIA Document A201 — 2017. Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects; "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The 2rJ American Institute of Architects. This document was produced at 18:57:51 ET on 11/30/2023 under Order No.2114397963 which expires on 01/09/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents° Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1647529070) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F § 9.3.1.2 Applications for Payment shall not include requests for payment for portions of the Work for which the Contractor does not intend to pay a Subcontractor or supplier, unless such Work has been performed by others whom the Contractor intends to pay. § 9.3.2 Unless otherwise provided in the Contract Documents, payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner, payment may similarly be made for materials and equipment suitably stored off the site at a location agreed upon in writing. Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by the Contractor with procedures satisfactory to the Owner to establish the Owner's title to such materials and equipment or otherwise protect the Owner's interest, and shall include the costs of applicable insurance, storage, and transportation to the site, for such materials and equipment stored off the site. § 9.3.3 The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no later than the time of payment. The Contractor further warrants that upon submittal of an Application for Payment all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall, to the best of the Contractor's knowledge, information, and belief, be free and clear of liens, claims, security interests, or encumbrances, in favor of the Contractor, Subcontractors, suppliers, or other persons or entities that provided labor, materials, and equipment relating to the Work. § 9.4 Certificates for Payment § 9.4.1 The Architect will, within seven days after receipt of the Contractor's Application for Payment, either (1) issue to the Owner a Certificate for Payment in the full amount of the Application for Payment, with a copy to the Contractor; or (2) issue to the Owner a Certificate for Payment for such amount as the Architect determines is properly due, and notify the Contractor and Owner of the Architect's reasons for withholding certification in part as provided in Section 9.5.1; or (3) withhold certification of the entire Application for Payment, and notify the Contractor and Owner of the Architect's reason for withholding certification in whole as provided in Section 9.5.1. § 9.4.2 The issuance of a Certificate for Payment will constitute a representation by the Architect to the Owner, based on the Architect's evaluation of the Work and the data in the Application for Payment, that, to the best of the Architect's knowledge, information, and belief, the Work has progressed to the point indicated, the quality of the Work is in accordance with the Contract Documents, and that the Contractor is entitled to payment in the amount certified. The foregoing representations are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to results of subsequent tests and inspections, to correction of minor deviations from the Contract Documents prior to completion, and to specific qualifications expressed by the Architect. However, the issuance of a Certificate for Payment will not be a representation that the Architect has (1) made exhaustive or continuous on -site inspections to check the quality or quantity of the Work; (2) reviewed construction means, methods, techniques, sequences, or procedures; (3) reviewed copies of requisitions received from Subcontractors and suppliers and other data requested by the Owner to substantiate the Contractor's right to payment; or (4) made examination to ascertain how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. § 9.5 Decisions to Withhold Certification § 9.5.1 The Architect may withhold a Certificate for Payment in whole or in part, to the extent reasonably necessary to protect the Owner, if in the Architect's opinion the representations to the Owner required by Section 9.4.2 cannot be made. If the Architect is unable to certify payment in the amount of the Application, the Architect will notify the Contractor and Owner as provided in Section 9.4.1. If the Contractor and Architect cannot agree on a revised amount, the Architect will promptly issue a Certificate for Payment for the amount for which the Architect is able to make such representations to the Owner. The Architect may also withhold a Certificate for Payment or, because of subsequently discovered evidence, may nullify the whole or a part of a Certificate for Payment previously issued, to such extent as may be necessary in the Architect's opinion to protect the Owner from loss for which the Contractor is responsible, including loss resulting from acts and omissions described in Section 3.3.2, because of .1 defective Work not remedied; .2 third party claims filed or reasonable evidence indicating probable filing of such claims, unless security acceptable to the Owner is provided by the Contractor; .3 failure of the Contractor to make payments properly to Subcontractors or suppliers for labor, materials or equipment; Init. AIA Document A201 — 2017. Copyright 01911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The 26 American Institute of Architects. This document was produced at 18:57:51 ET on 11/30/2023 under Order No.2114397963 which expires on 01/09/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents° Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1647529070) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F .4 reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; .5 damage to the Owner or a Separate Contractor; .6 reasonable evidence that the Work will not be completed within the Contract Time, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; or .7 repeated failure to cant' out the Work in accordance with the Contract Documents. § 9.5.2 When either party disputes the Architect's decision regarding a Certificate for Payment under Section 9.5.1, in whole or in part, that party may submit a Claim in accordance with Article 15. § 9.6.3 When the reasons for withholding certification are removed, certification will be made for amounts previously withheld. § 9.5.4 If the Architect withholds certification for payment under Section 9.5.1.3, the Owner may, at its sole option, issue joint checks to the Contractor and to any Subcontractor or supplier to whom the Contractor failed to make payment for Work properly performed or material or equipment suitably delivered. If the Owner makes payments by joint check, the Owner shall notify the Architect and the Contractor shall reflect such payment on its next Application for Payment. § 9.6 Progress Payments § 9.6.1 After the Architect has issued a Certificate for Payment, the Owner shall make payment in the manner and within the time provided in the Contract Documents, and shall so notify the Architect. § 9.6.2 The Contractor shall pay each Subcontractor, no later than seven days after receipt of payment from the Owner, the amount to which the Subcontractor is entitled, reflecting percentages actually retained from payments to the Contractor on account of the Subcontractor's portion of the Work. The Contractor shall, by appropriate agreement with each Subcontractor, require each Subcontractor to make payments to Sub -subcontractors in a similar manner. § 9.6.3 The Architect will, on request, furnish to a Subcontractor, if practicable, information regarding percentages of completion or amounts applied for by the Contractor and action taken thereon by the Architect and Owner on account of portions of the Work done by such Subcontractor. § 9.6.4 The Owner has the right to request written evidence from the Contractor that the Contractor has properly paid Subcontractors and 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 and suppliers to ascertain whether they have been properly paid. Neither the Owner nor Architect shall have an obligation to pay, or to see to the payment of money to, a Subcontractor or supplier, except as may otherwise be required by law. § 9.6.5 The Contractor's payments to suppliers shall be treated in a manner similar to that provided in Sections 9.6.2, 9.6.3 and 9.6.4. § 9.6.6 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work 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 or provided by suppliers shall be held by the Contractor for those Subcontractors or suppliers who performed Work or furnished materials, or both, under contract with the Contractor 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, create any fiduciary liability or tort liability on the part of the Contractor for breach of trust, or entitle any person or entity to an award of punitive damages against the Contractor for breach of the requirements of this provision. § 9.6.8 Provided the Owner has fulfilled its payment obligations under the Contract Documents, the Contractor shall defend and indemnify the Owner from all loss, liability, damage or expense, including reasonable attorney's fees and litigation expenses, arising out of any lien claim or other claim for payment by any Subcontractor or supplier of any tier. Upon receipt of notice of a lien claim or other claim for payment, the Owner shall notify the Contractor. If approved by the applicable court, when required, the Contractor may substitute a surety bond for the property against which the lien or other claim for payment has been asserted. Init. AIA Document A201 — 2017. Copyright 01911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The 27 American Institute of Architects. This document was produced at 18:57:51 ET on 11/30/2023 under Order No.2114397963 which expires on 01/09/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents° Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1647529070) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F § 9.7 Failure of Payment If the Architect does not issue a Certificate for Payment, through no fault of the Contractor, within seven days after receipt of the Contractor's Application for Payment, or if the Owner does not pay the Contractor within seven days after the date established in the Contract Documents, the amount certified by the Architect or awarded by binding dispute resolution, then the Contractor may, upon seven additional days' notice to the Owner and Architect, stop the Work until payment of the amount owing has been received. The Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Contractor's reasonable costs of shutdown, delay and start-up, plus interest as provided for in the Contract Documents. § 9.8 Substantial Completion § 9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work for its intended use. § 9.8.2 When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall prepare and submit to the Architect a comprehensive list of items to be completed or corrected prior to final payment. Failure to include an item on such list does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents. § 9.8.3 Upon receipt of the Contractor's list, the Architect will make an inspection to determine whether the Work or designated portion thereof is substantially complete. If the Architect's inspection discloses any item, whether or not included on the Contractor's list, which is not sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Architect. In such case, the Contractor shall then submit a request for another inspection by the Architect to determine Substantial Completion. § 9.8.4 When the Work or designated portion thereof is substantially complete, the Architect will prepare a Certificate of Substantial Completion that shall establish the date of Substantial Completion; establish responsibilities of the Owner and Contractor for security, maintenance, heat, utilities, damage to the Work and insurance; and fix the time within which the Contractor shall finish all items on the list accompanying the Certificate. Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. § 9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written acceptance of responsibilities assigned to them in the Certificate. Upon such acceptance, and consent of surety if any, the Owner shall make payment of retainage applying to the Work or designated portion thereof. Such payment shall be adjusted for Work that is incomplete or not in accordance with the requirements of the Contract Documents. § 9.9 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 and authorized by public authorities having jurisdiction over the Project. Such partial occupancy or use may commence whether or not the portion is substantially complete, provided the Owner and Contractor have accepted in writing the responsibilities assigned to each of them for payments, retainage, if any, security, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in writing concerning the period for correction of the Work and commencement of warranties required by the Contract Documents. When the Contractor considers a portion substantially complete, the Contractor shall prepare and submit a list to the Architect as provided under Section 9.8.2. Consent of the Contractor to partial occupancy or use shall not be unreasonably withheld. The stage of the progress of the Work shall be determined by written agreement between the Owner and Contractor or, if no agreement is reached, by decision of the Architect. § 9.9.2 Immediately prior to such partial occupancy or use, the Owner, Contractor, and Architect shall jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. Init. AIA Document A201 — 2017. Copyright @ 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961,1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The 28 American Institute of Architects. This document was produced at 18:57:51 ET on 11/30/2023 under Order No.2114397963 which expires on 01/09/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1647529070) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F § 9.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Contract Documents. § 9.10 Final Completion and Final Payment § 9.10.1 Upon receipt of the Contractor's notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect will promptly make such inspection. When the Architect finds the Work acceptable under the Contract Documents and the Contract fully performed, the Architect will promptly issue a final Certificate for Payment stating that 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 accordance with the Contract Documents and that the entire balance found to be due the Contractor and noted in the final Certificate is due and payable. The Architect's final Certificate for Payment will constitute a further representation that conditions listed in Section 9.10.2 as precedent to the Contractor's being entitled to final payment have been fulfilled. § 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, (3) a written statement that the Contractor knows of no 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) documentation of any special warranties, such as manufacturers' warranties or specific Subcontractor warranties, and (6) if required by the Owner, other data establishing payment or satisfaction of obligations, such as receipts and releases and waivers of liens, claims, security interests, or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the Owner. If a Subcontractor refuses to furnish a release or waiver required by the Owner, the Contractor may furnish a bond satisfactory to the Owner to indemnify the Owner against such lien, claim, security interest, or encumbrance. If a lien, claim, security interest, or encumbrance remains unsatisfied after payments are made, the Contractor shall refund to the Owner all money that the Owner may be compelled to pay in discharging the lien, claim, security interest, or encumbrance, including all costs and reasonable attorneys' fees. § 9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by issuance of Change Orders affecting final completion, and the Architect so confirms, the Owner shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed, corrected, and accepted. If the remaining balance for Work not fully completed or corrected is less than retainage stipulated in the Contract Documents, and if bonds have been furnished, the written consent of the surety to payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Contractor to the Architect prior to certification of such payment. Such payment shall be made under terms and conditions governing final payment, except that it shall not constitute a waiver of Claims. § 9.10.4 The making of final payment shall constitute a waiver of Claims by the Owner except those arising from .1 liens, Claims, security interests, or encumbrances arising out of the Contract and unsettled; .2 failure of the Work to comply with the requirements of the Contract Documents; .3 terms of special warranties required by the Contract Documents; or .4 audits performed by the Owner, if permitted by the Contract Documents, after final payment. § 9.10.5 Acceptance of final payment by the Contractor, a Subcontractor, or a 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 Init. ALA Document A201 — 2017. Copyright 01911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The 29 American Institute of Architects. This document was produced at 18:57:51 ET on 11/30/2023 under Order No.2114397963 which expires on 01/09/2024, is not for 1 resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1647529070) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F .1 employees on the Work and other persons who may be affected thereby; .2 the Work and materials and equipment to be incorporated therein, whether in storage on or off the site, under care, custody, or control of the Contractor, a Subcontractor, or a Sub -subcontractor; and .3 other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, structures, and utilities not designated for removal, relocation, or replacement in the course of construction. § 10.2.2 The Contractor shall comply with, and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities, bearing on safety of persons or property or their protection from damage, injury, or loss. § 10.2.3 The Contractor shall implement, erect, and maintain, as required by existing conditions and performance of the Contract, reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards; promulgating safety regulations; and notifying the owners and users of adjacent sites and utilities of the safeguards. § 10.2.4 When use or storage of explosives or other hazardous materials or equipment, or unusual methods are necessary for execution of the Work, the Contractor shall exercise utmost care and carry on such activities under supervision of properly qualified personnel. § 10.2.5 The Contractor shall promptly remedy damage and loss (other than damage or loss insured under property insurance required by the Contract Documents) to property referred to in Sections 10.2.1.2 and 10.2.1.3 caused in whole or in part by the Contractor, a Subcontractor, a Sub -subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Contractor is responsible under Sections 10.2.1.2 and 10.2.1.3. The Contractor may make a Claim for the cost to remedy the damage or loss to the extent such damage or loss is attributable to acts or omissions of the Owner or Architect or anyone directly or indirectly employed by either of them, or by anyone for whose acts either of them may be liable, and not attributable to the fault or negligence of the Contractor. The foregoing obligations of the Contractor are in addition to the Contractor's obligations under Section 3.18. § 10.2.6 The Contractor shall designate a responsible member of the Contractor's organization at the site whose duty shall be the prevention of accidents. This person shall be the Contractor's superintendent unless otherwise designated by the Contractor in writing to the Owner and Architect. § 10.2.7 The Contractor shall not permit any part of the construction or site to be loaded so as to cause damage or create an unsafe condition. § 10.2.8 Injury or Damage to Person or Property If either party suffers injury or damage to person or property because of an act or omission of the other party, or of others for whose acts such party is legally responsible, notice of the injury or damage, whether or not insured, shall be given to the other party within a reasonable time not exceeding 21 days after discovery. The notice shall provide sufficient detail to enable the other party to investigate the matter. § 10.3 Hazardous Materials and Substances § 10.3.1 The Contractor is responsible for compliance with any requirements included in the Contract Documents regarding hazardous materials or substances. If the Contractor encounters a hazardous material or substance not addressed in the Contract Documents and if reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB), encountered on the site by the Contractor, the Contractor shall, upon recognizing the condition, immediately stop Work in the affected area and notify the Owner and Architect of the condition. § 10.3.2 Upon receipt of the Contractor's notice, the Owner shall obtain the services of a licensed laboratory to verify the presence or absence of the material or substance reported by the Contractor and, in the event such material or substance is found to be present, to cause it to be rendered harmless. Unless otherwise required by the Contract Documents, the Owner shall furnish in writing to the Contractor and Architect the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of the material or substance or who are to perform the task of removal or safe containment of the material or substance. The Contractor and the Architect will Init. AIA Document A201 — 2017. Copyright 01911, 1915, 1918. 1925, 1937. 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The 30 American Institute of Architects. This document was produced at 18:57:51 ET on 11/30/2023 under Order No.2114397963 which expires on 01/09/2024, is not for / resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents' Terms of Service. To report copyright violations, e-mail dodnfo@aiacontracts.com. User Notes: (1647529070) DocuSign Envelope ID: B49EC3B7-7571-42CF-A801-3C262D70CA5F promptly reply to the Owner in writing stating whether or not either has reasonable objection to the persons or entities proposed by the Owner. If either the Contractor or Architect has an objection to a person or entity proposed by the Owner, the Owner shall propose another to whom the Contractor and the Architect have no reasonable objection. When the material or substance has been rendered harmless, Work in the affected area shall resume upon written agreement of the Owner and Contractor. By Change Order, the Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Contractor's reasonable additional costs of shutdown, delay, and start-up. § 10.3.3 To the fullest extent permitted by law, the Owner shall indemnify and hold harmless the Contractor, Subcontractors, Architect, Architect's consultants, and agents and employees of any of them from and against claims, damages, losses, and expenses, including but not limited to attorneys' fees, arising out of or resulting from performance of the Work in the affected area if in fact the material or substance presents the risk of bodily injury or death as described in Section 10.3.1 and has not been rendered harmless, provided that such claim, damage, loss, or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself), except to the extent that such damage, loss, or expense is due to the fault or negligence of the party seeking indemnity. § 10.3.4 The Owner shall not be responsible under this Section 10.3 for hazardous materials or substances the Contractor brings to the site unless such materials or substances are required by the Contract Documents. The Owner shall be responsible for hazardous materials or substances required by the Contract Documents, except to the extent of the Contractor's fault or negligence in the use and handling of such materials or substances. § 10.3.5 The Contractor shall reimburse the Owner for the cost and expense the Owner incurs (1) for remediation of hazardous materials or substances the Contractor brings to the site and negligently handles, or (2) where the Contractor fails to perform its obligations under Section 10.3.1, except to the extent that the cost and expense are due to the Owner's fault or negligence. § 10.3.6 If, without negligence on the part of the Contractor, the Contractor is held liable by a government agency for the cost of remediation of a hazardous material or substance solely by reason of performing Work as required by the Contract Documents, the Owner shall reimburse the Contractor for all cost and expense thereby incurred. § 10.4 Emergencies In an emergency affecting safety of persons or property, the Contractor shall act, at the Contractor's discretion, to prevent threatened damage, injury, or loss. Additional compensation or extension of time claimed by the Contractor on account of an emergency shall be determined as provided in Article 15 and Article 7. ARTICLE 11 INSURANCE AND BONDS § 11.1 Contractor's Insurance and Bonds § 11.1.1 The Contractor shall purchase and maintain insurance of the types and limits of liability, containing the endorsements, and subject to the terms and conditions, as described in the Agreement or elsewhere in the Contract Documents. The Contractor shall purchase and maintain the required insurance from an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located. The Owner, Architect, and Architect's consultants shall be named as additional insureds under the Contractor's commercial general liability policy or as otherwise described in the Contract Documents. § 11.1.2 The Contractor shall provide surety bonds of the types, for such penal sums, and subject to such terms and conditions as required by the Contract Documents. The Contractor shall purchase and maintain the required bonds from a company or companies lawfully authorized to issue surety bonds in the jurisdiction where the Project is located. § 11.1.3 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising under the Contract, the Contractor shall promptly furnish a copy of the bonds or shall authorize a copy to be furnished. § 11.1.4 Notice of Cancellation or Expiration of Contractor's Required Insurance. Within three (3) business days of the date the Contractor becomes aware of an impending or actual cancellation or expiration of any insurance required by the Contract Documents, the Contractor shall provide notice to the Owner of such impending or actual cancellation or expiration. Upon receipt of notice from the Contractor, the Owner shall, unless the lapse in coverage arises from an act Init. AIA Document A201 — 2017. Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The 31 American Institute of Architects. This document was produced at 18:57:51 ET on 11/30/2023 under Order No.2114397963 which expires on 01/0912024, is not for 1 resale, Is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents* Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1647529070) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F or omission of the Owner, have the right to stop the Work until the lapse in coverage has been cured by the procurement of replacement coverage by the Contractor. The furnishing of notice by the Contractor shall not relieve the Contractor of any contractual obligation to provide any required coverage. § 11.2 Owner's Insurance § 11.2.1 The Owner shall purchase and maintain insurance of the types and limits of liability, containing the endorsements, and subject to the terms and conditions, as described in the Agreement or elsewhere in the Contract Documents. The Owner shall purchase and maintain the required insurance from an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located. § 11.2.2 Failure to Purchase Required Property Insurance. If the Owner fails to purchase and maintain the required property insurance, with all of the coverages and in the amounts described in the Agreement or elsewhere in the Contract Documents, the Owner shall inform the Contractor in writing prior to commencement of the Work. Upon receipt of notice from the Owner, the Contractor may delay commencement of the Work and may obtain insurance that will protect the interests of the Contractor, Subcontractors, and Sub -Subcontractors in the Work. When the failure to provide coverage has been cured or resolved, the Contract Sum and Contract Time shall be equitably adjusted. In the event the Owner fails to procure coverage, the Owner waives all rights against the Contractor, Subcontractors, and Sub -subcontractors to the extent the loss to the Owner would have been covered by the insurance to have been procured by the Owner. The cost of the insurance shall be charged to the Owner by a Change Order. If the Owner does not provide written notice, and the Contractor is damaged by the failure or neglect of the Owner to purchase or maintain the required insurance, the Owner shall reimburse the Contractor for all reasonable costs and damages attributable thereto. § 11.2.3 Notice of Cancellation or Expiration of Owner's Required Property insurance. Within three (3) business days of the date the Owner becomes aware of an impending or actual cancellation or expiration of any property insurance required by the Contract Documents, the Owner shall provide notice to the Contractor of such impending or actual cancellation or expiration. Unless the lapse in coverage arises from an act or omission of the Contractor: (1) the Contractor, upon receipt of notice from the Owner, shall have the right to stop the Work until the lapse in coverage has been cured by the procurement of replacement coverage by either the Owner or the Contractor; (2) the Contract Time and Contract Sum shall be equitably adjusted; and (3) the Owner waives all rights against the Contractor, Subcontractors, and Sub -subcontractors to the extent any loss to the Owner would have been covered by the insurance had it not expired or been cancelled. If the Contractor purchases replacement coverage, the cost of the insurance shall be charged to the Owner by an appropriate Change Order. The furnishing of notice by the Owner shall not relieve the Owner of any contractual obligation to provide required insurance. § 11.3 Waivers of Subrogation § 11.3.1 The Owner and Contractor waive all rights against (1) each other and any of their subcontractors, sub -subcontractors, agents, and employees, each of the other; (2) the Architect and Architect's consultants; and (3) Separate Contractors, if any, and any of their subcontractors, sub -subcontractors, agents, and employees, for damages caused by fire, or other causes of loss, to the extent those losses are covered by property insurance required by the Agreement or other property insurance applicable to the Project, except such rights as they have to proceeds of such insurance. The Owner or Contractor, as appropriate, shall require similar written waivers in favor of the individuals and entities identified above from the Architect, Architect's consultants, Separate Contractors, subcontractors, and sub -subcontractors. The policies of insurance purchased and maintained by each person or entity agreeing to waive claims pursuant to this section 11.3.1 shall not prohibit this waiver of subrogation. This waiver of subrogation shall be effective as to a person or entity (1) even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise, (2) even though that person or entity did not pay the insurance premium directly or indirectly, or (3) whether or not the person or entity had an insurable interest in the damaged property. § 11.3.2 If during the Project construction period the Owner insures properties, real or personal or both, at or adjacent to the site by property insurance under policies separate from those insuring 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 during the construction period, to the extent permissible by such policies, the Owner waives all rights in accordance with the terms of Section 11.3.1 for damages caused by fire or other causes of loss covered by this separate property insurance. § 11.4 Loss of Use, Business Interruption, and Delay in Completion Insurance Init. AIA DocumentA201 — 2017. Copyright @ 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects: "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The 32 American Institute of Architects. This document was produced at 18:57:61 ET on 11/30/2023 under Order No.2114397963 which expires on 01109/2024, is not for / resale, is licensed for one-time use only, and may only be used In accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1647529070) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F The Owner, at the Owner's option, may purchase and maintain insurance that will protect the Owner against loss of use of the Owner's property, or the inability to conduct normal operations, due to fire or other causes of loss. The Owner waives all rights of action against the Contractor and Architect for loss of use of the Owner's property, due to fire or other hazards however caused. §11.5 Adjustment and Settlement of Insured Loss § 11.5.1 A loss insured under the property insurance required by the Agreement shall be adjusted by the Owner as fiduciary and made payable to the Owner as fiduciary for the insureds, as their interests may appear, subject to requirements of any applicable mortgagee clause and of Section 11.5.2. The Owner shall pay the Architect and Contractor their just shares of insurance proceeds received by the Owner, and by appropriate agreements the Architect and Contractor shall make payments to their consultants and Subcontractors in similar manner. § 11.5.2 Prior to settlement of an insured loss, the Owner shall notify the Contractor of the terms of the proposed settlement as well as the proposed allocation of the insurance proceeds. The Contractor shall have 14 days from receipt of notice to object to the proposed settlement or allocation of the proceeds. If the Contractor does not object, the Owner shall settle the loss and the Contractor shall be bound by the settlement and allocation. Upon receipt, the Owner shall deposit the insurance proceeds in a separate account and make the appropriate distributions. Thereafter, if no other agreement is made or the Owner does not terminate the Contract for convenience, the Owner and Contractor shall execute a Change Order for reconstruction of the damaged or destroyed Work in the amount allocated for that purpose. If the Contractor timely objects to either the terms of the proposed settlement or the allocation of the proceeds, the Owner may proceed to settle the insured loss, and any dispute between the Owner and Contractor arising out of the settlement or allocation of the proceeds shall be resolved pursuant to Article 15. Pending resolution of any dispute, the Owner may issue a Construction Change Directive for the reconstruction of the damaged or destroyed Work. ARTICLE 12 UNCOVERING AND CORRECTION OF WORK § 12.1 Uncovering of Work § 12.1.1 If a portion of the Work is covered contrary to the Architect's request or to requirements specifically expressed in the Contract Documents, it must, if requested in writing by the Architect, be uncovered for the Architect's examination and be replaced at the Contractor's expense without change in the Contract Time. § 12.1.2 If a portion of the Work has been covered that the Architect has not specifically requested to examine prior to its being covered, the Architect may request to see such Work and it shall be uncovered by the Contractor. If such Work is in accordance with the Contract Documents, the Contractor shall be entitled to an equitable adjustment to the Contract Sum and Contract Time as may be appropriate. If such Work is not in accordance with the Contract Documents, the costs of uncovering the Work, and the cost of correction, shall be at the Contractor's expense. § 12.2 Correction of Work § 12.2.1 Before Substantial Completion The Contractor shall promptly correct Work rejected by the Architect or failing to conform to the requirements of the Contract Documents, discovered before Substantial Completion and whether or not fabricated, installed or completed. Costs of correcting such rejected Work, including additional testing and inspections, the cost of uncovering and replacement, and compensation for the Architect's services 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 or after the date for commencement of warranties established under Section 9.9.1, or by terms of any applicable special warranty required by the Contract Documents, any of the Work is found to be not in accordance with the requirements of the Contract Documents, the Contractor shall correct it promptly after receipt of notice from the Owner to do so, unless the Owner has previously given the Contractor a written acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition. During 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 and to make a claim for breach of warranty. If the Contractor fails to correct nonconforming Work within a reasonable time during that period after receipt of notice from the Owner or Architect, the Owner may correct it in accordance with Section 2.5. (nit. AIA Document A201— 2017. Copyright O 1911, 1915, 1918. 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The 33 American Institute of Architects. This document was produced at 18:67:51 ET on 11 /30/2023 under Order No.2114397963 which expires on 01109/2024, is not for ! resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents° Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1647529070) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F § 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 by the period of time between Substantial Completion and the actual completion of that portion of the Work. § 12.2.2.3 The one-year period for correction of Work shall not be extended by corrective Work performed by the Contractor pursuant to this Section 12.2. § 12.2.3 The Contractor shall remove from the site portions of the Work that are not in accordance with the requirements of the Contract Documents and are neither corrected by the Contractor nor accepted by the Owner. § 12.2.4 The Contractor shall bear the cost of correcting destroyed or damaged construction of the Owner or Separate Contractors, whether completed or partially completed, caused by the Contractor's correction or removal of Work that is not in accordance with the requirements of the Contract Documents. § 12.2.5 Nothing contained in this Section 12.2 shall be construed to establish a period of limitation with respect to other obligations the Contractor has under the Contract Documents. Establishment of the one-year period for correction of Work as described in Section 12.2.2 relates only to the specific obligation of the Contractor to correct the Work, and has no relationship to the time within which the obligation to comply with the Contract Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Contractor's liability with respect to the Contractor's obligations other than specifically to correct the Work. § 12.3 Acceptance of Nonconforming Work If the Owner prefers to accept Work that is not in accordance with the requirements of the Contract Documents, the Owner may do so instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made. ARTICLE 13 MISCELLANEOUS PROVISIONS § 13.1 Governing Law The Contract shall be governed by the law of the place where the Project is located, excluding that jurisdiction's choice of law rules. If the parties have selected arbitration as the method of binding dispute resolution, the Federal Arbitration Act shall govern Section 15.4. § 13.2 Successors and Assigns § 13.2.1 The Owner and Contractor respectively bind themselves, their partners, 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 the Contract as a whole without written consent of the other. If either party attempts to make an assignment without such consent, that party shall nevertheless remain legally responsible for all obligations under the Contract. § 13.2.2 The Owner may, without consent of the Contractor, assign the Contract to a lender providing construction financing for the Project, if the lender assumes the Owner's rights and obligations under the Contract Documents. The Contractor shall execute all consents reasonably required to facilitate the assignment. § 13.3 Rights and Remedies § 13.3.1 Duties and obligations imposed by the Contract Documents and rights and remedies available thereunder shall be in addition to and not a limitation of duties, obligations, rights, and remedies otherwise imposed or available by law. § 13.3.2 No action or failure to act by the Owner, Architect, or Contractor shall constitute a waiver of a right or duty afforded them under the Contract, nor shall such action or failure to act constitute approval of or acquiescence in a breach thereunder, except as may be specifically agreed upon in writing. § 13.4 Tests and Inspections § 13.4.1 Tests, inspections, and approvals of portions of the Work shall be made as required by the Contract Documents and by applicable laws, statutes, ordinances, codes, rules, and regulations or lawful orders of public authorities. Unless otherwise provided, the Contractor shall make arrangements for such tests, inspections, and Init. AIA Document A201 — 2017. Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961,1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The 34 American Institute of Architects. This document was produced at 18:57:51 ET on 11/30/2023 under Order No.2114397963 which expires on 01/09/2024, is not for resale, Is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1647529070) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F approvals with an independent testing laboratory or entity acceptable to the Owner, or with the appropriate public authority, and shall bear all related costs of tests, inspections, and approvals. The Contractor shall give the Architect timely notice of when and where tests and inspections are to be made so that the Architect may be present for such procedures. The Owner shall bear costs of tests, inspections, or approvals that do not become requirements until after bids are received or negotiations concluded. The Owner shall directly arrange and pay for tests, inspections, or approvals where building codes or applicable laws or regulations so require. § 13.4.2 If the Architect, Owner, or public authorities having jurisdiction determine that portions of the Work require additional testing, inspection, or approval not included under Section 13.4.1, the Architect will, upon written authorization from the Owner, instruct the Contractor to make arrangements for such additional testing, inspection, or approval, by an entity acceptable to the Owner, and the Contractor shall give timely notice to the Architect of when and where tests and inspections are to be made so that the Architect may be present for such procedures. Such costs, except as provided in Section 13.4.3, shall be at the Owner's expense. § 13.4.3 If procedures for testing, inspection, or approval under Sections 13.4.1 and 13.4.2 reveal failure of the portions of the Work to comply with requirements established by the Contract Documents, 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. § 13.4.4 Required certificates of testing, inspection, or approval shall, unless otherwise required by the Contract Documents, be secured by the Contractor and promptly delivered to the Architect. § 13.4.5 If the Architect is to observe tests, inspections, or approvals required by the Contract Documents, the Architect will do so promptly and, where practicable, at the normal place of testing. § 13.4.6 Tests or inspections conducted pursuant to the Contract Documents shall be made promptly to avoid unreasonable delay in the Work. § 13.5 Interest Payments due and unpaid under the Contract Documents shall bear interest from the date payment is due at the rate the parties 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. ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT § 14.1 Termination by the Contractor § 14.1.1 The Contractor may terminate the Contract if the Work is stopped for a period of 30 consecutive days through no act or fault of the Contractor, a Subcontractor, a Sub -subcontractor, their agents or employees, or any other persons or entities performing portions of the Work, for any of the following reasons: .1 Issuance of an order of a court or other public authority having jurisdiction that requires all Work to be stopped; .2 An act of government, such as a declaration of national emergency, that requires all Work to be stopped; .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 payment on a Certificate for Payment within the time stated in the Contract Documents; or .4 The Owner has failed to furnish to the Contractor reasonable evidence as required by Section 2.2. § 14.1.2 The Contractor may terminate the Contract if, through no act or fault of the Contractor, a Subcontractor, a Sub -subcontractor, their agents or employees, or any other persons or entities performing portions of the Work, repeated suspensions, delays, or interruptions of the entire Work by the Owner as described in Section 14.3, constitute in the aggregate more than 100 percent of the total number of days scheduled for completion, or 120 days in any 365-day period, whichever is less. § 14.1.3 If one of the reasons described in Section 14.1.1 or 14.1.2 exists, the Contractor may, upon seven days' notice to the Owner and Architect, terminate the Contract and recover from the Owner payment for Work executed, as well as reasonable overhead and profit on Work not executed, and costs incurred by reason of such termination. Init. AIA Document A201 — 2017. Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961,1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The 35 American Institute of Architects. This document was produced at 18:57:51 ET on 11/30/2023 under Order No.2114397963 which expires on 01/09/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1647529070) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F § 14.1.4 If the Work is stopped for a period of 60 consecutive days through no act or fault of the Contractor, a Subcontractor, a Sub -subcontractor, or their agents or employees or any other persons or entities performing portions of the Work because the Owner has repeatedly failed to fulfill the Owner's obligations under the Contract Documents with respect to matters important to the progress of the Work, the Contractor may, upon seven additional days' 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 or suppliers in accordance with the respective agreements between the Contractor and the Subcontractors or suppliers; .3 repeatedly disregards applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of a public authority; or .4 otherwise is guilty of substantial breach of a provision of the Contract Documents. § 14.2.2 When any of the reasons described in Section 14.2.1 exist, and upon certification by the Architect that sufficient cause exists to justify such action, the Owner may, without prejudice to any other rights or remedies of the Owner and after giving the Contractor and the Contractor's surety, if any, seven days' notice, terminate employment of the Contractor and may, subject to any prior rights of the surety: .1 Exclude the Contractor from the site and take possession of all materials, equipment, tools, and construction equipment and machinery thereon owned by the Contractor; .2 Accept assignment of subcontracts pursuant to Section 5.4; and .3 Finish the Work by whatever reasonable method the Owner may deem expedient. Upon written request of the Contractor, the Owner shall furnish to the Contractor a detailed accounting of the costs incurred by the Owner in finishing the Work. § 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. § 14.3 Suspension by the Owner for Convenience § 14.3.1 The Owner may, without cause, order the Contractor in writing to suspend, delay or interrupt the Work, in whole or in part for such period of time as the Owner may determine. § 14.3.2 The Contract Sum and Contract Time shall be adjusted for increases in the cost and time caused by suspension, delay, or interruption under Section 14.3.1. Adjustment of the Contract Sum shall 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 that an 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 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 purchase orders and enter into no further subcontracts and purchase orders. [nit. AIA Document A201 — 2017. Copyright 01911, 1915, 1918, 1925, 1937, 1951, 1958, 1961. 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The 36 American Institute of Architects. This document was produced at 18:57:51 ET on 11/30/2023 under Order No.2114397963 which expires on 01/09/2024, is not for 1 resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents° Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1647629070) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F § 14.4.3 In case of such termination for the Owner's convenience, the Owner shall pay the Contractor for Work properly executed; costs incurred by reason of the termination, including costs attributable to termination of Subcontracts; and the termination fee, if any, set forth in the Agreement. ARTICLE 15 CLAIMS AND DISPUTES § 15.1 Claims § 15.1.1 Definition A Claim is a demand or assertion by one of the parties seeking, as a matter of right, payment of money, a change in the Contract Time, or other relief with respect to the terms of the Contract. The term "Claim" also includes other disputes and matters in question between the Owner and Contractor arising out of or relating to the Contract. The responsibility to substantiate Claims shall rest with the party making the Claim. This Section 15.1.1 does not require the Owner to file a Claim in order to impose liquidated damages in accordance with the Contract Documents. § 15.1.2 Time Limits on Claims The Owner and Contractor shall commence all Claims and causes of action against the other and arising out of or related to the Contract, whether in contract, tort, breach of warranty or otherwise, in accordance with the requirements of the binding dispute resolution method selected in the Agreement and within the period specified by applicable law, 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 15.1.2. § 15.1.3 Notice of Claims § 15.1.3.1 Claims by either the Owner or Contractor, where the condition giving rise to the Claim is first discovered prior to expiration of the period for correction of the Work set forth in Section 12.2.2, shall be initiated by notice to the other party and to the Initial Decision Maker with a copy sent to the Architect, if the Architect is not serving as the Initial Decision Maker. Claims by either party under this Section 15.1.3.1 shall be initiated within 21 days after occurrence of the event giving rise to such Claim or within 21 days after the claimant first recognizes the condition giving rise to the Claim, whichever is later. § 15.1.3.2 Claims by either the Owner or Contractor, where the condition giving rise to the Claim is first discovered after expiration of the period for correction of the Work set forth in Section 12.2.2, shall be initiated by notice to the other party. In such event, no decision by the Initial Decision Maker is required. § 15.1A Continuing Contract Performance § 15.1 A.1 Pending final resolution of a Claim, except as otherwise agreed in writing or as provided in Section 9.7 and Article 14, the Contractor shall proceed diligently with performance of the Contract and the Owner shall continue to make payments in accordance with the Contract Documents. § 15.1A.2 The Contract Sum and Contract Time shall be adjusted in accordance with the Initial Decision Maker's decision, subject to the right of either party to proceed in accordance with this Article 15. The Architect will issue Certificates for Payment in accordance with the decision of the Initial Decision Maker. § 15.1.5 Claims for Additional Cost If the Contractor wishes to make a Claim for an increase in the Contract Sum, notice as provided in Section 15.1.3 shall be given before proceeding to execute the portion of the Work that is the subject of the Claim. Prior notice is not required for Claims relating to an emergency endangering life or property arising under Section 10.4. § 15.1.6 Claims for Additional Time § 15.1.6.1 If the Contractor wishes to make a Claim for an increase in the Contract Time, notice as provided in Section 15.1.3 shall be given. The Contractor's Claim shall include an estimate of cost and of probable effect of delay on progress of the Work. In the case of a continuing delay, only one Claim is necessary. § 15.1.6.2 If adverse weather conditions are 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. Init. AIA Document A201 — 2017. Copyright @ 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects ' "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The 37 American Institute of Architects. This document was produced at 18:57:51 ET on 11/30/2023 under Order No.2114397963 which expires on 01109/2024, is not for 1 resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents° Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1647529070) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F § 15.1.7 Waiver of Claims for Consequential Damages The Contractor and Owner waive Claims against each other for consequential damages arising out of or relating to this Contract. This mutual waiver includes .1 damages incurred by the Owner for rental expenses, for losses of use, income, profit, financing, business and reputation, and for loss of management or employee productivity or of the services of such persons; and .2 damages incurred by the Contractor for principal office expenses including the compensation of personnel stationed there, for losses of financing, business and reputation, and for loss of profit, except anticipated profit arising directly from the Work. This mutual waiver is applicable, without limitation, to all consequential damages due to either parry's termination in accordance with Article 14. Nothing contained in this Section 15.1.7 shall be deemed to preclude assessment of liquidated damages, when applicable, in accordance with the requirements of the Contract Documents. § 15.2 Initial Decision § 15.2.1 Claims, excluding those where the condition giving rise to the Claim is first discovered after expiration of the period for correction of the Work set forth in Section 12.2.2 or arising under Sections 10.3, 10.4, and 11.5, shall be referred to the Initial Decision Maker for initial decision. The Architect will serve as the Initial Decision Maker, unless otherwise indicated in the Agreement. Except for those Claims excluded by this Section 15.2.1, an initial decision shall be required as a condition precedent to mediation of any Claim. If an initial decision has not been rendered within 30 days after the Claim has been referred to the Initial Decision Maker, the party asserting the Claim may demand mediation and binding dispute resolution without a decision having been rendered. Unless the Initial Decision Maker and all affected parties agree, the Initial Decision Maker will not decide disputes between the Contractor and persons or entities other than the Owner. § 15.2.2 The Initial Decision Maker will review Claims and within ten days of the receipt of a Claim take one or more of the following actions: (1) request additional supporting data from the claimant or a response with supporting data from the other party, (2) reject the Claim in whole or in part, (3) approve the Claim, (4) suggest a compromise, or (5) advise the parties that the Initial Decision Maker is unable to resolve the Claim if the Initial Decision Maker lacks sufficient information to evaluate the merits of the Claim or if the Initial Decision Maker concludes that, in the Initial Decision Maker's sole discretion, it would be inappropriate for the Initial Decision Maker to resolve the Claim. § 15.2.3 In evaluating Claims, the Initial Decision Maker may, but shall not be obligated to, consult with or seek information from either party or from persons with special knowledge or expertise who may assist the Initial Decision Maker in rendering a decision. The Initial Decision Maker may request the Owner to authorize retention of such persons at the Owner's expense. § 15.2.4 If the Initial Decision Maker requests a party to provide a response to a Claim or to furnish additional supporting data, such party shall respond, within ten days after receipt of the request, and shall either (1) provide a response on the requested supporting data, (2) advise the Initial Decision Maker when the response or supporting data will be furnished, or (3) advise the Initial Decision Maker that no supporting data will be furnished. Upon receipt of the response or supporting data, if any, the Initial Decision Maker will either reject or approve the Claim in whole or in part. § 15.2.5 The Initial Decision Maker will render an initial decision approving or rejecting the Claim, or indicating that the Initial Decision Maker is unable to resolve the Claim. This initial decision shall (1) be in writing; (2) state the reasons therefor; and (3) notify the parties and the Architect, if the Architect is not serving as the Initial Decision Maker, of any change in the Contract Sum or Contract Time or both. The initial decision shall be final and binding on the parties but subject to mediation and, if the parties fail to resolve their dispute through mediation, to binding dispute resolution. § 15.2.6 Either party may file for mediation of an initial decision at any time, subject to the terms of Section 15.2.6.1. § 15.2.6.1 Either party may, within 30 days from the date of receipt of an initial decision, demand in writing that the other party file for mediation. If such a demand is made and the party receiving the demand fails to file for mediation within 30 days after receipt thereof, then both parties waive their rights to mediate or pursue binding dispute resolution proceedings with respect to the initial decision. Init. AIA Document A201 — 2017. Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects' "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The 38 American Institute of Architects. This document was produced at 18:57:51 ET on 11/30/2023 under Order No.2114397963 which expires on 01/0912024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1647529070) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F § 15.2.7 In the event of a Claim against the Contractor, the Owner may, but is not obligated to, notify the surety, if any, of the 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. § 15.3 Mediation § 15.3.1 Claims, disputes, or other matters in controversy arising out of or related to the Contract, except those waived as provided for in Sections 9.10.4, 9.10.5, and 15.1.7, 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 administered 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 fpr 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 Either party may, within 30 days from the date that mediation has been concluded without resolution of the dispute or 60 days after mediation has been demanded without resolution of the dispute, demand in writing that the other party file for binding dispute resolution. If such a demand is made and the party receiving the demand fails to file for binding dispute resolution within 60 days after receipt thereof, then both parties waive their rights to binding dispute resolution proceedings with respect to the initial decision. § 15.3.4 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. § 15A 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. The Arbitration shall be conducted in the place where the Project is located, unless another location is mutually agreed upon. A demand for arbitration 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. § 15A.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. § 15.4.2 The award rendered by the arbitrator or arbitrators shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. § 15.4.3 The foregoing agreement to arbitrate and other agreements to arbitrate with an additional person or entity duly consented to by parties to the Agreement, shall be specifically enforceable under applicable law in any court having jurisdiction thereof. Init. AIA Document A201 — 2017. Copyright ©1911, 1915, 1918. 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects; "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The 39 American Institute of Architects. This document was produced at 18:57:51 ET on 11/30/2023 under Order No.2114397963 which expires on 01/09/2024. is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents° Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1647529070) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F § 15.4.4 Consolidation or Joinder § 15.4.4.1 Subject to the rules of the American Arbitration Association or other applicable arbitration rules, either party may consolidate an arbitration conducted under this Agreement with any other arbitration to which it is a party provided that (1) the arbitration agreement governing the other arbitration permits consolidation, (2) the arbitrations to be consolidated substantially involve common questions of law or fact, and (3) the arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s). § 15.4A.2 Subject to the rules of the American Arbitration Association or other applicable arbitration rules, either party may include by joinder persons or entities substantially involved in a common question of law or fact whose presence is required if complete relief is to be accorded in arbitration, provided that the party sought to be joined consents in writing to such joinder. Consent to arbitration involving an additional person or entity shall not constitute consent to arbitration of any claim, dispute or other matter in question not described in the written consent. § 15.4.4.3 The Owner and Contractor grant to any person or entity made a party to an arbitration conducted under this Section 15.4, whether by joinder or consolidation, the same rights of joinder and consolidation as those of the Owner and Contractor under this Agreement. Init. AIA Document A201 — 2017. Copyright m 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961,1963. 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The 40 American Institute of Architects. This document was produced at 18:57:51 ET on 11/30/2023 under Order No.2114397963 which expires on 01/09/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1647529070) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F Additions and Deletions Report for A!Aa Document A2010 — 2017 This Additions and Deletions Report, as defined on page 1 of the associated document, reproduces below all text the author has added to the standard form AIA document in order to complete it, as well as any text the author may have added to or deleted from the original AIA text. Added text is shown underlined. Deleted text is indicated with a horizontal line through the original AIA text. Note: This Additions and Deletions Report is provided for information purposes only and is not incorporated into or constitute any part of the associated AIA document. This Additions and Deletions Report and its associated document were generated simultaneously by AIA software at 18:57:51 ET on 11/30/2023. PAGE 1 Anna Community Library and Anna Plaza 111 W Fifth Street, Anna, TX 75409 (Name, legal status and address) City of Anna, Texas Ryan Henderson, Interim Ci " Manager 120 W 7th St, Anna, TX 75409 BRW Architects 3535 Travis St #250 Dallas, TX 75204 Additions and Deletions Report for AIA Document A201— 2017. Copyright @ 1911,1915,1918,1925, 1937,1951,1958,1961, 1963,1966, 1970,1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects.* 'American Institute of Architects," "AIA,' the AIA Logo, and WA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 18:57:51 ET on 11/30/2023 under Order No.2114397963 which expires on 01/09/2024, is not for resale, Is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1647529070) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F Certification of Document's Authenticity AW Document D401 TM - 2003 I, Phil M. Miller, hereby certify, to the best of my knowledge, information and belief, that I created the attached final document simultaneously with its associated Additions and Deletions Report and this certification at 18:57:51 ET on 11/30/2023 under Order No. 2114397963 from AIA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AIA' Document A201"m — 2017, General Conditions of the Contract for Construction, other than those additions and deletions shown in the associated Additions and Deletions Report. (Signed) (Title) (Dated) AIA Document D401— 2003. Copyright 01992 and 2003. All rights reserved. "The American Institute of Architects,"'American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 18:57:51 ET on 11/30/2023 under Order No.2114397963 which expires on 01109/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents° Terms of Service. To report copyright violations, e-mail docinfo@alacontracts.com. User Notes: (1647529070) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F EXHIBIT A Anna Community Library & Anna Plaza - Bid form Due November 13, 2023 GC NAME: McCOWNGORDON CONSTRUCTION,LLC- REVISED 11.30.23 # Years io business 24 years States licensed io 13 states #of Employees approximately 600 employees Work w/ GC forces Safety management, jobslte maintenance, temporary weather protection, rough and finish carpentry, doo -I rame/hardware installation, hoisting, erosion control. light demolition, general cleanup, water pumping Work in progress value S588,429,000 Average avno d volume last 5 years S620,760,000 EMR (Experience Modification Raung)j 0.55 as of 11.01.23 Projected project duration jin months): 814 MONTHS PLAZA p 14 OF SCOPE MONTHS SITE BLDG TOTAL SITE TOTAL 01 GENERAL REQUIREMENTS _ GENERAL REQUIREMENTS SITE WORK DEMOLITION / ABATEMENT FENCING RETAINING WALLS 010000 02 02100 02800 0.185(1 03 03300 S 9,232 S 251,810 S 261,042 S 40,694.27 $ 40,694.27 $ $ $ $ S S $ S $ $ $ $ $ § E CONCRETE S 66,304 S 609,055 S 675.359 CONCREFE _ ACCEPTEDALTEItN%TE#4/EARTHENFORMWORK _ POLISHED CONCRETE S 321,263.00 S 321,263 03300 03400 04 04200 $ (77,510) $ 77,510) S S S S § S MASONRY _ MASONRY_ $ S 526,000 S 526.000 $ S METALS STRUCTURAL STEEL A('(: EPTED ALTFRNATEAI/WOOD LOOK DECK WOODS & PLASTICS ROUGH CARPENTRY FINISH CARPENTRY/MILLWORK THERMAL & MOISTURE PROTECTION _ EXTERIOR INSULATED FINISH SYSTEM (EIFS) METAL PANELS _ ROOFING _ _ WATERPROOFING / CAULKING _&SEALANTS _ OPENINGS DOORS / FRAMES /HARDWARE _ OVERHEAD DOORS STOREFRONT/CURTALNWALL/GLASS &GLAZING __.. FINISHES DRYWALL/ACOUSTICAL ACCEPTED ALTERNATE #2/SOUND ABSORPTIVE PANELS FLOORING PAINTING _05 _ 05100 051()0 06 06100 06400 07 07240 07400 $ S 2,121,246 $ 2,121,246 $ $ b S 75,750 $ 75,750 $ S S S S S S § 5 152,275 $ 152,275 § S § S S $ E S S 481,330 $ 481,330 $ S _ 07500 _ 07900 S S 775,874 $ 775,874 $ $ $ S 104,740 S 104.740 S S 08 08100 08360 68406 -_0'9 - 09250 09250 09600 09900 $ $ 178,981 $ 178,981 $ S $ S 46,500 $ 46.500 S $ $ -S 825,330 S 825,330 $ $ - $ $ 1,005,534 § 1,005,534 $ b $ b 16,698 S 16.698 $ § S S 393,945 S 393,945 S S S $ 199,945 S 199,945 $ § 10 SPECALTIES _ 10100 10 t40 STANDARD SPECIALTIES _ _ SIGNAGE § $ 208,099 $ 208,099 $ § $ S 108,856 $ 108,856 $ 11,357.00 S 11,357 11 EQUIPMENT -_ -- -_ 11000 12 APPLIANCES & SCREENS S S 20,259 S 20.259 $ $ WINDOW TREATMENTS _ - - - - STONE CONTERTOPS _ _ SPECIAL CONSTRUCTION NOT APPLICABLE _FURNISHINGS 12240 12360 13 $ S 79,404 $ 79.404 S E S in #06400 Millwork $ S S Is Is $ Is is DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F 14 CONVEYING SYSTEMS 14100 1 ELEVATORS 21 IFIRE SUPPRESSION 21000 I FIRE SUPPRESSION, SPRINKLE VENTING, AND AIR 26000 ELECTRICAL 27 CONIMUNICATIONS 27000 COMMUNICATIONS 28 ELECTRONIC SAFETY AND SE 28000 ELECTRONIC SAFETY .AND SG 31 _ EARTHWORK 31200 31310 _EARTHWORK TERMITE CONTROL _ 3I630 DRILLED PIERS 32 EXTERIOR IMPROVEMENTS 32130 CONCRETE PAVING 32170 rPAVEMENT MARKINGS _ 1284040 LANDSCAPING &IRRIGATION 37000 SITE UTILITIES SUBTOTAL COST OF WORK LIBRARY BUILDING, LIBRARY SITE, PLAZA SITE S GENERAL CONDITIONS `GC CONTINGENCY 1.70% GL & BR INSURANCE TWO-YEAR MAINTENANCE BOND b - S 256,720 S 256,720 _ L STANDPIPE SYS $ S 118,500 S 118,500 S S S(X 250 S 500,250 CONDITIONING $ $ 1,118,000 $ 1,118,000 $ S 1,532,729 S 1.532,729 $ S 181,579 S 181,579 CURITY 'URITY S S 169,099 $ 169,099 — --- _ ,II1EIK I'UR17 S 5 95,000 S 95,000 S S 1.400 $ 1,400 $ in 903300 Concrete $ $ in P03300 Concrete $ S S S S 65,819 S S 65,819 S S I10,485 S $ 110.485 $ 190,926 $ $ 190,92fi $ _ _ __ 12,077,298 $ 12,520,063 GRAND TOTAL LIBRARY SITE, LIBRARY BUILDING, PLAZA SITE S 16,170,602 ALTERNATE 43/PREMANUFACTUREDEQUIPMENT SCREEN - NOT ACCEPTED; NOT IN CONTRACT S 261,800 DocuSign Envelope ID: B49EC3B7-7571-42CF-ABD1-3C262D70CA5F ANNA COMMUNITY LIBRARYAND ANNA PLAZA UNIT PRICING SUBMITTED BY McCOWNGORDON CONSTRUCTION LLC NOVEMBER 30, 2023 UNIT PRICE IA: ADDITIONAL PRICE PER LF OF THE TOTAL 1A LENGTH OF 18" DIAMETER PIERS IN EXCESS OF THE ASSUMED $ 46 LF QUANTITY FOR BID. UNIT PRICE 18: REDUCTION IN PRICE PER LF OF THE TOTAL 1 B LENGTH OF 18" DIAMETER PIERS LESS THAN THE ASSUMED $ (13) LF QUANTITY FOR BID. UNIT PRICE 1C: ADDITIONAL PRICE PER LF OF THE TOTAL 1C LENGTH OF 24" DIAMETER PIERS IN EXCESS OF THE ASSUMED $ 78 LF QUANTITY FOR BID. UNIT PRICE 11): REDUCTION IN PRICE PER LF OF THE TOTAL 1 D LENGTH OF 24" DIAMETER PIERS LESS THAN THE ASSUMED $ (23) LF QUANTITY FOR BID. 2 ADDITIONAL COST PER ADDED DATA DROP - CATS $ 330 EACH 3 ADDITIONAL COST PER ADDED DEDICATED POWER OUTLET $ 1,650 EACH 4 ADDITIONAL COST PER ADDED CONVENIENCE POWER OUTLET $ 220 EACH 5 ADDITIONAL COST TO RELOCATE ELECTRICAL BOXES $ 330 EACH R R - PLAZA UNIT PRICING 1 AUTUMN GOLD GINKGO, 6" CAL. SEE PLANT SCHEDULED $ 2 CEDAR ELM, 3" CAL., SEE PLANT SCHEDULES $ 3 DESERT WILLOW, 45 GAL., SEE PLANT SCHEDULES $ 4 FAIRMONT GINKGO, 3" CAL., SEE PLAN SCHEDULES $ 5 KIDNEY WOOD, 15 GAL., SEE PLANT SCHEDULES $ 6 LACEBARK ELM, S"., SEE PLANT SCHEDULES $ 7 SHANTUNG MAPLE, 4" CAL., SEE PLANT SCHEDULES $ 8 TONTO CRAPE MYRTLE, 45 GAL., SEE PLANT SCHEDULES $ 9 URBANITE ASH, 3" CAL., SEE PLANT SCHEDULES $ 10 YAUPON HOLLY, 30 GAL., SEE PLANT SCHEDULES $ 11 BOULDER 3, SEE HARDSCAPE PLANS AND DETAIL SHEET $ 12 BOULDER 4, SEE HARDSCAPE PLANS AND DETAIL SHEET $ 13 BOULDER 5, SEE HARDSCAPE PLANS AND DETAIL SHEET $ 14 POT A, SEE HARDSCAPE PLANS AND DETAIL SHEET $ 15 POT B. SEE HARDSCAPE PLANS AND DETAIL SHEET $ PLAZA UNIT PRICING ;E UNIT 395 EACH 875 EACH 545 EACH 925 EACH 650 EACH 875 EACH 595 EACH 545 EACH 045 EACH 325 EACH 765 EACH 765 EACH 765 EACH 161 EACH 161 EACH 100mi : : DocuSip Envelope ll) BL9EC3B7-757"2CFA4D1aC262D10CA5F ID Task Task Name Duration Start Finish Qtr 1, 2023 Qtr2,2023 Mod Jan Feb Mar Apr_May_Jui 0 Anna Library 349 days Fri 9/22/23 Fri 4/28/25 3 4 2 Toe 11/28/23 Fri 3/7/25 Construction Milestones 320 days 3 111% Notice of Award 0 days Toe 11/28/23 Toe 11/28/23 4 Mobilize 0 days Mon 1/8/24 Mon 1/8/24 5 -• Foundation Complete 0 days Toe 4/9/24 Toe 4/9/24 6 S Structure Complete 0 days Mon 8/5/24 Mon 8/5/24 7 M Envelope Complete 0days Toe 8/20/24 Toe 8/20/24 8 -. Building Dry -In 0days Toe 8/20/24 Toe 8/20/24 9 c Site Complete 0days Mon 11/25/24 Mon 11/25/21 10 W. Permanent Power 0 days Mon 12/2/24 Man 12/2/24 11 _m Environmental Controls Running 0 days Mon 12/16/24 Mon 12/16/24 12 Commissioning Complete 0days Mon 12/16/24 Mon 12/16/24 13 -. 60 Day Closeout 60 days Tue 12/10/24 Fri 3/7/25 14 Substantial Completion 0days Fri 3/7/25 Fri 3/7/25 15 118 Project Complete Odays Fri 3/7/25 Fri 3/7/25 16 �• 18 S 21 'G 22 » 23 GC Proposal Due 24 GC Proposal Review 7a1Y LMNaI NM Cn4[Y 1 day Mon 11/13/23 Mon 11/13/2E 3 days Toe 11/14/23 Thu 11/16/23 Qtr3,2023 Jul Aug Si _ EXHIBIT C Qtr 4, 2023 Qtr 1, 2024 Our 2, 2024 Orr 1, 2024 Om 4, 2024 Otr 1, 2025 Our 2, 2025 Otr 3, 2025 p Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep 11/2 12 1 Anna Library no 11/30/13 Page: 1/8 I I 8 ♦ N ticeof Award 1/8 ♦ Mobilize 4/9 ♦ Foundado i0ampleate 8/5 ♦ Strutt ire Complete 8120 ♦ Env 110" Complet 8/20 ♦ Bull fing Dr,lo 11/2S ♦ Sit, Complete 12/2 ♦ Pi moment 12/16 ♦ Envlronme 12/16 ♦ Commado 3/7 3/7 ♦ Is (O postal Due er and Regula ory ActivRles) I GC Pint GC P posal Review ow r nta Controls Run Ing nin Complete Day Closeout ♦S ilastantialCo Fiction ♦F roject Comple Our. Ott MicCOWNGORDON C O 5 L C O Jon Env b ID: 839EC387-757142CF-A801d 262W D Task Task Name Mod 25 GC Interview 26 t GC Selection 27 City Council Approval 28 i Contract Review 29 S NOI to GC g0 t GC Contract Execution 31 t NIP 32 Site Survey and Layout 33 34 S Building Permit 35 �• 36 37 '• Steel Design/Fab/Erection 38 W- Early Electrical 39 Earthwork&Excavation 40 Concrete 41 - Fire Protection 42 S All Trade Partners 43 I M Duration Stan Finish 1 day Fri 11/17/23 Fri 11/17/23 1 day Tue 11/28/23 Tue 11/28/23 0 days Tue 12/12/23 Tue 12/12/23 6 days Wed 11/29/23 Wed 12/6/23 1 day Fri 12/15/23 Fri 12/15/23 0 days Fri 12/15/23 Fri 12/15/23 0 days Fri 12/15/23 Fri 12/15/23 15 days Mon 12/18/23 Tue 1/16/24 31 days Fri 9/22/23 Fri 11/3/23 0 days Fri 12/15/23 Fri 12/15/23 0 days Fri 12/15/23 FN 12/15/23 0 days Fri 12/15/23 Fri 12/15/23 0 days Fri 12/15/23 Fri 12/15/23 0 days Fri 12/15/23 Fri 12/15/23 0 days Fri 12/15/23 Fri 12/15/23 44 - Steel Design/Fab/Erection- Embed 15 days Mon 12/18/23 Wed 1/10/24 Steel and Anchor Bolts 45 T Sturm Structures 15 days Mon 12/18/23 Wed 1/10/24 Qtr 1, 2023 Our 2, 2023 Our 3, 2023 Qtr 4, 2025 On 1, 2024 Qtr 2, 2024 Our 3, 2024 Our4, 2024 Our 1, 2025 Our 2, 2025 Qtr 3, 2025 Our r Jan. Feb MarrAApr Lay. Juo, Jul . Aug . Sep Oct Nov Dec Jan Feb Mar Apr. May Jun, Jul Aug, Sep, Oct. Nov. Dec, Jan_ Feb_ Mar. Apr May_Jun, Jul _Aug Sep, Oct knchor 8, 1uY Anna Library Thu 21/30/23 McCOWNGORDON on,a Page;2/8 Doo t Igo Envelope ID'. B19EC3D7-7571J2CF-AAD1-3C262DnCa Task Task Name Mod 46 Concrete & Reinforcing Steel 47 Underground Pipe 48 Fire Protection 49 s Electrical 50 % Casework 51 de. RTU 52 t Glazing & Storefronts 53 Doom &Frames 54 Roofing 55 Duradon :Start Finish Qtr1.2023 Qtr 2, 2023 Jan Feb. Mar Apt May, Jun 15 days Mon 12/18/23 Wed 1/10/24 10 days Mon 12/18/23 Wed 113/24 15 days Mon 12/18/23 Wed 1/10/24 15 days Mon 12/18/23 Wed 1/10/24 15 days Mon 12/18/23 Wed 1/10/24 15 days Mon 12/18/23 Wed 1/10/24 15 days Mon 12/18/23 Wed 1/10/24 15 days Mon 12/18/23 Wed 1/10/24 15 days Mon 12/18/23 Wed 1/10/24 56 (Area/Location if Needed) 1 day Toe 2/6/24 Tue 2/6/24 57 Add Task Name Here (Coordinate 1 day Tue 2/6/24 Tue 2/6/24 with VOC) 58 Shop Drawings 65 days Mon 12/18/23 Thu 3/21/24 59 Steel Design/Fab/Erection 50 days Thu 1111124 Thu 3/21/24 60 Initial Submission- SEQUENCE 15f20 days Thu 1/11/24 Thu 2/8/24 61 Sequence 1 South Review and App 10 days Fri 2/9/24 Thu 2/22/24 62 - 2nd Submission -SEQUENCE 2 NO120 days Fri 2/9/24 Thu 317124 63 Sequence 2 Review and Approval 10days Fri 3/8/24 Thu 3/21/24 64 - Storm Stuctures 15 days Mon 12/18/23 Wed 1/10/24 65 Concrete & Reinforcing Steel 15 days Mon 12/18/23 Wed 1/10/24 66 - Fire Protection 25 days Mon 12/18/23 Thu 1/25/24 TW C. er. cmw Cur 3 Jul; Mna Obrary Thu 21/30/23 Page: 3/8 Z024 Qtr 1, 2025 Qtr 2, 2025 Qtr 3, 2025 Qtr ov Dec, Jan Feb. Mar, Apr, May. Jun Jul Aug Sep, Oct McCOWNGORDON c 0 M s T e u c T- o N Jan Emebpo to: a49EC387-7571420F.MD400292D70CA5F D Task Task Name Mail 67 Electrical 68 Casework 69 Glazing & Storefronts 70 t Doors & Fames 71 Roofing 72 Duration Start Finish 'Qtr 1, 2023 Our 2, 2023 Jan Feb -Mar Apr May Jun 20 days Man 12/18/23 Thu 1/18/24 20 days Man 12/18/23 Thu 1/18/24 20 days Mon 12/18/23 Thu 1/18/24 20 days Mon 12/18/23 Thu 1/18/24 15 days Man 12/18/23 Wed 1/10/24 73 S 1-01 Early Electrical 200 days Thu 1/11/24 Tue 10/22/24 74 Steel Fabrication - SEQUENCE I - SOS 40 days Fri 2/23/24 Thu 4/18/24 75 - Steel Fabrication - SEQENCE 2-NOR340 days Fri 3/22/24 Thu5/16/24 76 s Storm Structures 40 days Thu 2/11/24 Thu 3/7/24 77 Concrete & Reinforcing Steel 15 days Thu 1/11/24 Thu 2/1/24 78 Underground Pipe 15 days Thu 1/4/24 Thu 1/25/24 79 Fire Protection 20 days Fri 1/26/24 Thu 2/22/24 go No. Casework 60 days Fri 1/19/24 Thu 4/11/24 81 ! RTU 110 days Thu 1/11/24 Fri 6/14/24 82 Glazing & Storefronts 45 days Fri 1/19/24 Thu 3/21/24 83 Doors & Frames 50 days Fri 1/19/24 Thu 3/28/24 M M Roofing 70 days Thu 1/11/24 Thu 4/18/24 Quality I day Tue 2/6/24 Tue 2/6/24 Site 227 days Mon 118/24 ,Mon 11/25/I Qm3, 2023 Our 4.1 Jul Aug', Sep Oct N 023 Or, 1, 2024 Qtr 2, 2024 car 3, 2024 Qtr 4, 2024 Oar 1, 2025 w Dec Ian Feb Mar Apr May Jun Jul Aug. Sep Oct Nov Dec Jan Feb Mar Electricl Casework Glazing& torefronts Doors & F iuna Roofing Wl Early Steel Fitful aytion -SEQUE JOE1-SOUTH Steel abdatlon - SE JENCE 2. NOR Stlmt Structures Concrete & Reinfordol Steel M Underground Pipe k� Fire Protection Casework FM fronts lazing&Stor Doors &Fram ms Roofing 1 r1 lecldal N Our 2. 2025 Apr May Jun Cur 3, 2025 Jul ,Aug 5 "A Mna Uttar, Thu 11/30/23 IVMCCOWNGORDON umui Page: 4/8 C O N f i a U C i. O N Men C�i.9 p,easi nEt"akt, ID: Task Task Name Duration Start Finish Qtr 1, 2023 Qtr 2, 2023 Or 3, 2023 Qtr 4, Mod; Jan Feb Mar Apr May Jun Jul .Aug Sep Oct N 90 Set Trailer & Temp Power 18 days Mon 1/8/24 Mon 2/5/24 91 — Temporary Needs 294 days Thu 1/19/24 Mon 11/25/2r 92 Temporary Water 2 days Thu 1/18/24 Fri 1/19/24 93 » Temporary Power 2 days Thu 1/18/24 Fri 1/19/24 W t Temporary Access Roads 2 days Thu 1/18/24 Fri 1/19/24 95 Earthwork 20 days Mon 1/22/24 Tue 2/20/24 96 Clearing & Grubbing 10 days Mon 1/22/24 Fri 2/2/24 97 Pad Development/Moisture 15 days Mon 1129/24 Tue 2/20/24 Conditioning 98 Utilities 167 days Thu 2/22/24 Thu 12/14/24 99 Underground Plumbing/Electric 12 days Thu 2/22/24 Mon 3/11/24 20 "4 Main Electrical Switchgear & 15 days Thu 10/24/24 Thu 11/14/24' Transformers 101 Storm Sewer Mains 13 days Fri 3/8/24 Thu 3/28/24 102 S Sanitary Sewer Mains 10 days Fri 3/29/24 Fri 4/12/24 103 Water Service 4days Mon 4/15/24 Fri 4/19/24 104 Hardscape 49 days Tue 9/3/24 Mon 11/18/2' 105 an Curb &Gutter 9days Tue 913/24 Mon 9/16/24 106 4 Paving 11 days Tue 9/17/24 Wed 10/2/24 107 Sidewalks 12 days Thu 10/3/24 Tue 10/22/24 IN Plaza Concrete 17 days Thu 10/24/24 Mon 11/18/24 109 an landscape 20 days Thu 10/24/24 Mon 11/25/2, 023 v Dec Qtr 1, 2024 Qtr 2, 2024 Qtr 3, 2024 On 4, 2024 Jan Feb Mar Apr May Jun Jul Aug Sep. Oct Nov Dec jillilit Set Tra ter & Temp Poter Temparan V Water I TemporaryPower Tempone V Access Road 1-1 Clearing &Grubbing _Pad evelopment/ olsture Condlioniag aaln I der )]are Orr 1, 2025 Jan. Feb Mar Orr 2, 2025 Apr May Jen Qtr 3, 2025 Jul Aug Sep Qtr Oct rsa Anna UbraryThu 11/30/23 MCCOWNGORDON cnu<4 Page: S/8 c o N s T a u c T 1 o N w.� cmv4 DocuSgn Emrebpe ID: B49EC3B7-7571i2CF-AJD1-3C382D70Qk5F lip Task Task Name Duration Start Finish Or 1, 2023 Otr 2, 2023 Mod _ Jan Feb Mar "Apr _May_h 110 Irrigation & Landscaping 20 days Thu 10/24/24 Mon 11/25/24 Ill Foundations 83 days Thu 2/22/24 Tue 6/18/24 112 -• Drilled Piers 10 days Thu 2/22/24 Thu 3/7/24 113 Install Drilled Piers 10 days Thu 2/22/24 Thu 3/7/24 114 » North 61 days Tue 3/12/24 Toe 6/28/24 115 Footings 15 days Toe 3112/24 Thu 4/4/24 116 s Elevator Pit Walls 10 days Fri 4/5/24 Fri 4/19/24 117 Set Up Slab 7days Mon 4/22/24 Toe 4/30/24 118 Slab on Grade North 14 days Wed 5/1/24 Thu 5/23/24 119 CMU Shaft Walls 15 days Fri 5/24/24 Toe 6/18/24 120 South 25 days Mon 3/18/24 Wed 4/24/24 121 Footings 15 days Mon 3/18/24 Toe 4/9/24 122 Slab on Grade South 14 days Thu 4/4/24 Wed 4/24/24 223 Structure 66 days Th. 5/2/24 Mo. 8/5/24 124 ! Sequence l - SOUTH 40 days Thu 5/2/24 Mon 7/8/24 125 Erect Steel SOUTH 40 days Thu 5/2/24 Man 7/8/24 126 -• Sequence 2-NORTH 40 days Mon 6/3/24 Mon 8/5/24 127 `4 Erect Steel NORTH 40 days Man 6/3/24 Mon 8/5/24 128 129 "c• Envelope 55 days Thu 6/6/24 Fri 8/30124 130 Building Skin 55 days Thu 6/6/24 Fri 8/30/24 131 Exterior Finishes 55 days Thu 5/6/24 Fri 8130/24 T. cXu<a � rNa4X{M 3, 2023 Qtr 4, 2023 QM 1, 2024 Or 2, 2024 Qo 3, 2024 Qtr 4, 2024 Car 1, 2025 Qtr 2, 2025 Qsr 3, 2025 Our ,Aug Sep Oct No, Dec Jan Feb Mar Apr. May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct ,,, Irrigation&landsoping Anna Ulunny Thu 11/30/23 Page: 6/8 11 M In tail Drilled Pie -11 Footings ElevatorPt Walls Set Up5ab [] Sbb In G.. MU Sh F.M., ■ Slab on G ode South Erect Steel S Finishes I&COWNGORDON C 0 N 5 7 P T Do Sa,u Envelope ID'. B49EC3B7.757142CF.A9D1.3C2g2D70CA5F l Task Task Name Duration !Start Finish Qtr 1, 2023 Mod Jan Feb M 132 at. Install Glazing & Storefronts 25 days Thu 7/25/24 Fri 8/30/24 133 Roof 28 days Toe 7/9/24 Toe 8/20/24 134 South 10 days Toe 7/9/24 Toe 7/23/24 135 Install Roof South 10 days Toe 7/9/24 Toe 7/23/24 136 `4 North 30 days Toe 8/6/24 Toe 8/20/24 137 Install Roof North 10 days Toe 8/6/24 Toe 8/20/24 138 ns, at Overhead 40 days Fri 8/30/24 Fri 1O/25/24 240 All Overhead 40 days Fri 8/30/24 Fri 10/25/24 141 - In -wall 35 days Wed 8/28/24 Wed 10/16/21 142 M. All In -wall 35 days Wed 8/28/24 Wed 10/16/24 143 Permanant Power 10 days Fri 11/15/24 Mon 12/2/24 1" Set Gear & Pull Wire 10 days Fri 11/15/24 Mon 12/2/24 145 Utility Transformer Required Date 0 days Mon 12/2/24 Mon 12/2/24 146 147 South 131 days Wed 7124/24 Fri 1/31/25 148 Interior Buildout - South 131 days Wed 7/24/24 Fri 1/31/25 149 t North 131 days Wed 8/21/24 Fri 212812S 150 Interior Buildout - North 131 days Wed 8/21/24 Fri 2/28/25 151 ar. Fixturing 20 days Fri 1/31/25 Thu 2/27/25 152 Electrical & Plumbing Devicing & F 20 days Fri 1/31/25 Thu 2127/25 153 Qtr 2, 2023 v Apr May Is Our 3, 2023 Jul Aug Si Our 4, p Oct N 023 Our 1, 2024 iv Dec Jan Feb,M _-Qtr 2, 2024 IC Apr'. May lun Or Ju r r ■ 2025 Go, alienist& T+ Anna Library no 11/W/23 McCOWNGORDON C.1iUl Page: 7/8 c o x s 7 a u c* l o x xw oxe+ Dove Sign Envelope ID: B49EC387-757l42CF-A8Dr.3C262D78CA5F ID Task Task Name Duration .,Start Finish Orr 1, 2023 Orr 2, 2023 Otr 3, 2023 Qtr4, 2023 Qtr 1, 2024 QR2, 2024 Q[r 3, 2024 Qtr 4, 2024 Qtr 1, 2025 Orr 2, 2025 Our 3, 2025 Car Mod _ Jan Feb Mar Apr May Jun Jul Aug Sep Oct. Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr. May Jun Jul Aug. Sep Oct 154 Mechanical 5tarl 10 days Tue 12/3/24 Mon 12/16/22 echanical Sta -up 1S5 Commissioning 10 days Toe 12/3/24 Mon 12/16/21 W ommissioning 156 Punchlist 20 days Mon 2/10/25 Fri 3/7/25 O P. achlist 157 158 Owner Move -in 30 days Mon 3/10/25 Fri 4/18/25 Owner Mc vein 159 Library Go Live Date 0 days Fri 4/18/25 Fri 4/18/25 4/1 LlbraryG Live Date 160 a, teg Anna Library Thu 11/30/23 CMHII IVi Page:8/s cCOWNGORDON DocuSign Envelope ID: B49EC367-7571-42CF-A8D7-3C262D70CA5F EXHIBIT D CITY OF ANNA, TEXAS BID, SPECIFICATION, AND CONTRACT DOCUMENTS FOR TWO PROJECTS: 1- Anna Community Library: Approximately 32.500 sf two (2) story building and the 2- Anna Plaza: approximately 75,000 square feet of outdoor landscaping with children's playground and other amenities. THE CITY OF ANNA WILL AWARD THE TWO REFERENCED ABOVE PROJECTS TO ONE GENERAL CONTRACTOR. THE CITY OF DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F TABLE OF CONTENTS INVITATIONTO BID.......................................................................................................1 NOTICE TO BIDDERS....................................................................................................3 Section1. BIDS: ........................................................................................................ 3 Section 2. CONTRACT DOCUMENTS: .................................................................... 4 Section 3. PLANS FOR USE BY BIDDER: ............................................................... 4 Section 4. TIME AND ORDER FOR COMPLETION: ................................................ 4 Section 5. TWO-YEAR MAINTENANCE BOND: ....................................................... 5 Section 6. PLANS FOR THE CONTRACTOR: .......................................................... 5 Section 7. PREPARATION OF PROPOSAL: ............................................................ 5 Section 8. BID SECURITY: ....................................................................................... 6 Section 9. LIQUIDATED DAMAGES FOR FAILURE TO ENTER INTO CONTRACT6 Section 10. TIME OF COMPLETION AND LIQUIDATED DAMAGES ........................ 6 Section 11. PERFORMANCE AND PAYMENT BONDS: ............................................ 7 Section 12. BIDDER'S KNOWLEDGE OF CONDITIONS: .......................................... 7 Section 13. AWARD OF CONTRACT: ........................................................................ 7 Section 14. PROTECTION OF THE PUBLIC: ............................................................. 8 Section 15. AFFIDAVIT AGAINST PROHIBITED ACTS: ............................................ 9 Section16. ENGINEER: .............................................................................................. 9 Section 17. AMERICAN DISABILITIES ACT: .............................................................. 9 Section 18. MISCELLANEOUS................................................................................... 9 QUALIFICATION STATEMENT OF BIDDERS.............................................................12 QUALIFICATION STATEMENT OF BIDDER'S SURETY.............................................16 PREVAILING WAGE RATES FOR MUNICIPAL CONSTRUCTION IN ANNA, TEXAS 17 VENDORS COMPLIANCE TO STATE LAW.................................................................19 CONFLICT OF INTEREST QUESTIONNAIRE............................................................. 20 AFFIDAVIT AGAINST PROHIBITED ACTS.................................................................. 22 PROPOSAL AND BID FORM....................................................................................... 23 REQUEST FOR CERTIFICATE OF EXEMPTION FROM TEXAS LIMITED SALES, EXCISE AND USE TAX................................................................................................ 29 CONTRACTAGREEMENT........................................................................................... 30 Section 1. DOCUMENTS INCORPORATED BY REFERENCE .............................. 31 BIDDER'S BOND.......................................................................................................... 32 PERFORMANCE BOND............................................................................................... 34 PAYMENTBOND.......................................................................................................... 36 MAINTENANCE BOND.................................................................................................38 CERTIFICATE OF INSURANCE...................................................................................40 NOTICETO PROCEED................................................................................................ 43 CHANGEORDER.........................................................................................................44 SUPPLEMENTARY GENERAL PROVISIONS AND TECHNICAL SPECIFICATIONS.45 Section 1. SUPPLEMENTARY GENERAL PROVISIONS......................................45 Section 2. TECHNICAL SPECIFICATIONS............................................................ 58 RFP - SITE LOGISTICS PLAN..................................................................................... 61 RFP - PROJECT SCHEDULE....................................................................................... 62 DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F INVITATION TO BID The City of Anna is soliciting competitive sealed bids (also referenced herein sometimes as "bids" or "proposals") for the construction of the following project: ANNA COMMUNITY LIBRARY & ANNA PLAZA This project generally includes furnishing all labor, material, and equipment and performing all work required for the construction of both the Anna Community Library and Anna Plaza. The intention is to award both projects to one (1) General Contractor. The Anna Community Library is approximately 32,500 SF two-story steel frame structure. The design incorporates two distinct building designs connected by the interior lobby on the first floor, and interior bridge connection on the second floor. The Main Library (north building) includes the main library function spaces such as the stacking area and administrative offices. The Event Building (south building) consists of the multipurpose room, Arts & Crafts, and Makerspace. The Anna Plaza scope consists of approximately 75,000 SF of landscaping and exterior amenities such as the children's playground, lighting, seating areas, and a Veteran's Tribute. Proposals must be submitted both via Ion -Wave and in -person at the Anna City Hall City Council Chambers of Anna City Hall, located at 120 W. 7th Street, Anna, TX 75409, no later than the proposal submission deadline of 2:00 P.M., Monday, November 13, 2023. Plans, specifications, and bidding documents may be downloaded from www.ionwave.net starting Thursday, October 26th, 2023. Bidding documents downloaded from plan rooms or third - party websites shall be at the Proposer's sole risk. No guarantee of receipt of addenda or clarifications will be made for third -party downloads. Contact Alma Zamora, with Project Advocates via email at alma@project-advocates.com or phone (214) 924- 8105, with general bidding questions. Bidders must submit a cashier's check, certified check, or acceptable bidder's bond with their bid as a guarantee that the Bidder will enter into a contract for the project with the Owner within (10) days of Notice of Award of the contract. The security must be payable to the City of Anna in the amount of five percent (5%) of the bid submitted. The contractor must execute the contract, bonds, and certificates of insurance on the forms provided in the Plans and specifications. Contractors for this project must pay no less than the prevailing wage rates for the area established by the Owner and included in the plans and specifications. In accordance with Texas Gov't Code Sec. 2253.021, the successful bidder will be required to furnish a performance bond in the amount of 100% of the total contract price in the event that said contract price exceeds $100,000 and a payment bond in the amount of 100% of the total Page 1 of 64 DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F contract price in the event that said contract price exceeds $25,000. If the contract price does not exceed these amounts, the respective statutory bonds will not be required. It shall be each bidder's responsibility to inspect the site of the work and to become fully informed regarding all local conditions under which the work for this project is to be done. The City reserves the right to reject any and all bids. CITY OF ANNA, TEXAS DocuSign Envelope ID: 849EC3B7-7571-42CF-A8D1-3C262D70CA5F NOTICE TO BIDDERS Section 1. BIDS: 1.01 Competitive sealed bids (also referenced herein sometimes as "bids" or "proposals") must be delivered to the attention of Project Advocates, Alma Zamora via annatexas.ionwave.net and in -person at the City Council Chambers of the Anna City Hall, located at 120 W. 7th Street, Anna, TX 75409, no later than the proposal submission deadline of Monday, November 13, 2023, at 2:00pm. Any proposals received after the specified time will not be accepted. Proposals are requested for the following two projects, funded by different sources, to be awarded to one General Contractor. Anna Community Library: New construction of a two-story library, approximately 32,500sf, with administration and multipurpose spaces. The site will be developed in conjunction with the Anna Plaza Landscaping project. Anna Plaza: The Anna Plaza will serve as the Downtown gathering area for the community and is located directly west of the library and north of the Anna City Hall. The Anna Plaza is approximately 75,000 square feet of landscaping and outdoor spaces, including planting beds, a butterny garden, hammock area, plating pots, a Veteran's Tribute area, decorative lighting, a children's playground, and other amenities. A. Reference Sheet G1.3 in the City of Anna Community Library and Sheet G1.01 in the City of Anna Plaza Construction Documents for General Scope. B. Reference Site Logistics Plan and summary for information of the adjacent Right-of- way work that will be occurring concurrently. C. The Architect of Record is BRW Architects, the Interior Architect and Library Consultant is 720 Design. D. Bidders should not contact the design team nor City of Anna directly. Project Advocates is the Owner's Representative. All questions should be directed to Project Advocates. E. The Bidding Schedule is as follows: 1. Bid Advertisement Posted—10/26/23 2. Bid Documents Posted — 10/26/23 via ionwave.net 3. Bid Proposals due — 11/13 at 2:00pm via lonwave and in -person at the City Council Chambers of the Anna City Hall, located at 120 W. 7th Street, Anna, TX 75409 4. GC Interview(s) — tentatively scheduled for the week of 11/13 5. GC Selection — 11/20 6. City Council Approval — 12/12 7. Notice to Proceed —12/15 DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F 1.02 Proposals shall be on the form provided for that purpose and shall be enclosed in two sealed envelopes, one within the other, each clearly marked so as to guard against opening prior to the time set therefore. The bidder shall also be responsible for placing the bidder's firm/entity name on the outside of both such proposal envelopes. The original proposal shall be provided. Proposals which are incomplete, unbalanced, conditional, obscure, or which contain additions not called for, alterations or irregularities of any kind, or which do not comply with the Contract Documents may be rejected at the option of the Owner. 1.03 Each bid shall be signed on behalf of the individual, partnership or corporation making the proposal, by the person or persons legally authorized to sign the bid document and thereby bind the maker in full responsibility therefor. The address of the individual, partnership or corporation shall be included and, upon demand, the names and addresses of all members of a partnership or the corporate officers of a corporation shall be made known. 1.04 All questions regarding the bidding process and the submission of proposals shall be directed to Project Advocates, Alma Zamora via ionwave. Section 2. CONTRACT DOCUMENTS: 2.01 All work associated with these projects shall be done in accordance with contract documents described in the Contract Agreement and provided modified AIA contracts. 2.02 Due to different funding sources Construction Documents have been separated for the Anna Community Library and the Anna Plaza. The Contractor should download and bid on both sets of documents. The two projects will be awarded to one General Contractor in one construction contract. 2.03 All bidders shall be thoroughly familiar with all the requirements set forth on the contract documents for the construction of the two projects and shall be responsible for the satisfactory completion of all work contemplated by said contract documents. Section 3. PLANS FOR USE BY BIDDER: It is the intent of the City of Anna that all parties with an interest in submitting a bid on the project covered by the contract documents be given a reasonable opportunity to examine the documents and prepare a bid without charge. The contract documents may be downloaded without charge as noted in the Invitation to Bid. Section 4. TIME AND ORDER FOR COMPLETION: 4.01 The construction covered by the contract documents shall be fully complete within a mutually agreed upon timeframe, from the date specified in the Notice to Proceed issued by the City of Anna to the successful bidder. 4.02 The Contractor will be permitted to prosecute the work in the order of his own choosing, within reason and with consideration to the adjacent Right of Way work that will be occurring concurrently. The Contractor will be required to submit a monthly progress schedule of the overall work contemplated by the contract documents, as well as updated 4-6 week `look ahead' schedules every week during the weekly OAC meetings. In the event that the city or DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F the City's Project Manager determine the progress of the work is not in accordance with the progress schedule so submitted, the City, or their representative, may direct the Contractor to take such action as the City deems necessary to ensure completion of the project within the time specified. Section 5. TWO-YEAR MAINTENANCE BOND: Contractor shall furnish the City of Anna with a maintenance bond to guarantee against defects in the construction or equipment, for all work furnished under the project for two years following acceptance. The bond shall be executed by a surety company holding a license to do business in the State of Texas and acceptable to the City of Anna, in an amount equal to one hundred (100) percent of the original contract price. Subsequently, and at the option of the City, the successful bidder may be required to furnish an additional maintenance bond or a replacement bond in an amount such that all maintenance bond(s) furnished hereunder equal the adjusted price of the contract based on change orders. Section 6. PLANS FOR THE CONTRACTOR: The Contractor will be responsible for printing the specifications, and related contract documents for his use during construction. The Contractor will be required to always maintain City approved contract documents onsite. The Contractor shall provide access to plans and specifications to suppliers, subcontractors, or others, via an agreed upon Project Management Software, as required for proper prosecution of the work contemplated by the Contractor. Section 7. PREPARATION OF PROPOSAL: 7.01 The bidder shall submit his proposal on forms furnished by the City and Project Advocates. All blank spaces in the form shall be correctly filled in and the bidder shall state the price both in words and numerals, for which he proposes to do the work contemplated or furnish the materials required. Such prices shall be written in ink, distinctly and legibly, or typewritten. In case of discrepancy between the price written in words and the price written in numerals, the price written in words shall govern. If the proposal is submitted by an individual, his name must be signed by him or his duly authorized agent. If a proposal is submitted by a firm, association, or partnership, the name and address of each member must be given and the proposal signed by a member of the firm, association or partnership, or person duly authorized. 7.02 The successful bidder is required to provide segregated amounts for cost of labor and other services from materials and other tangible personal property to be ultimately consumed in this project. 7.03 If the proposal is submitted by a company or corporation, the company or corporate name and business address must be given, and the proposal signed by an official or duly authorized agent. Where applicable, Powers of Attorney authorizing agents or others to sign proposals must be properly certified and must be in writing and submitted with the proposal. 7.04 The proposal shall be executed in ink. Each proposal shall be submitted online via lonwave and enclosed in a sealed envelope, addressed as specified in the Notice to Bidders, and endorsed on the outside of the envelope in the following manner: DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D7-3C262D70CA5F a) Bidder's name. b) Proposal for: Anna Community Library and Anna Plaza Projects 7.05 Bid proposals may be withdrawn and resubmitted at any time, (if allowable by ionwave, Contractor responsible for verifying) prior to the time set for opening of the bids, but no proposal may be withdrawn or altered thereafter. 7.06 All bidders must supply the following with their bids: a) Qualification Statement of Bidders. b) Qualification Statement of Bidder's Surety. c) Construction schedule to include both the Library and the Plaza d) Current financial statement. e) Objections, if any, to the provided modified AIA 102-2017 and AIA A201-2017 contracts, which will be executed with the selected bidder. If no objections are provided, the selected bidder will be agreement with all of the terms in the modified AIA contracts. f) Proposed Staff with Resumes g) Company Organizational Chart h) Relevant Company References Section 8. BID SECURITY: Each bid must be accompanied by an approved bidder's bond made payable to the owner in an amount of five (5%) percent of the largest possible total of the bid as a guarantee that, if awarded the contract, the bidder shall enter a contract and execute all necessary bonds. Section 9. LIQUIDATED DAMAGES FOR FAILURE TO ENTER INTO CONTRACT The successful bidder, upon his failure to execute and deliver the contract and bonds required within 10 business days after he has received notice of the acceptance of his bid, shall forfeit to the Owner, as liquidated damages for such failure or refusal, the bid bond amount and any other security deposited with the bidder's proposal. Section 10. TIME OF COMPLETION AND LIQUIDATED DAMAGES Bidders must agree to commence work on or before a date to be specified in a written "Notice to Proceed" of the Owner and to fully complete the project within the specified agreed upon time. Bidder must agree to pay liquidated damages as required in the contract documents for failure to timely commence work or complete the project. DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F Section 11. PERFORMANCE AND PAYMENT BONDS: Performance and payment bonds are in the amount of not less than one hundred percent (100%) of the contract price conditioned upon the faithful performance of the contract, and upon payment of all persons supplying labor or furnishing materials, will be required upon the forms which are a part of the Contract Documents. Bonds shall be executed by a surety company authorized to do business in the State of Texas and must have a registered Agent for Service located in the State of Texas. Owner shall approve bonds as to form. The Owner may, in its discretion, reject a surety it believes unacceptable; a failure to reject a surety who is unacceptable or fails to perform its obligations shall incur no liability to Owner. Section 12. BIDDER'S KNOWLEDGE OF CONDITIONS: Prior to submission of a proposal, bidders shall have made a thorough inspection of the site of the work and a thorough examination of the plans and specifications and shall become informed as to the nature of the work, labor conditions, and all other matters that may affect the cost and time of completion of the work. Section 13. AWARD OF CONTRACT: 13.01 It is the intent of the City of Anna that this project be completed as quickly and economically as is feasible. A tabulation of the bids received will be prepared for consideration by the City Council. 13.02 Award may be made either to the lowest responsible bidder or the bidder who provides goods or services at the best value for the City. No conditional bids will be accepted. The successful bidder must submit both base and alternate base bids. Unless the bids are unreasonably high and/or the Owner rejects all bids, the Owner intends to award the contract promptly on the basis of the following: Lowest Responsible Bidder, or x Bidder who provides goods or services at the best value for the City, based on the following marked factors with the corresponding values: DocuSign Envelope ID: B48EC3B7-7571-42CF-A8D1-3C262D70CA5F CTORS CONSIDERED E % WEIGHT GIVEN The Purchase Price 30% - Base Bid Price - Bid Alternates Price within the overall project budget The Current Workload and ability to meet project 10% schedule. - Availability of team members to begin the project on the estimated date of Notice to Proceed. - Detailed draft project schedule based on anticipated Notice to Proceed date. The Reputation of the Bidder and the Bidder's 10% Goods/Services including but not limited to: - History/Philosophy of firm - Principal Officers and Leadership - Location of home and branch offices - Areas of expertise 5% The Safety Record/Reputation of the Bidder Project Team Experience, provide: 30% - Organizational Chart with Name/Time spent with the Firm & Years of Overall Experience - Team Member Experience with Full Range of Project Responsibilities contemplated for the projects - Quality Control/Quality Assurance Proceses - Ability to perform Value Engineering References 15% - References from clients with similar projects - References from Organizations similar to the City of Anna The Owner retains the right to waive informalities and to reject any or all bids. Section 14. PROTECTION OF THE PUBLIC: For protection and convenience of the public and emergencies, the successful bidder shall furnish the City with a telephone number where the Contractor can be contacted 24 hours a day during the entire construction period of this project. This telephone number shall be furnished to the City in writing prior to the beginning of construction. DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F Section 15. AFFIDAVIT AGAINST PROHIBITED ACTS: It shall be the successful bidder's responsibility to complete an affidavit against prohibited acts, on a form contained as part of the Contract Documents, prior to execution of the contract by the City of Anna. Failure to complete this form may prohibit the Contractor's ability to secure the contract. Section 16. ENGINEER: The term "Engineer" shall refer to the City Engineer or his authorized representative. Section 17. AMERICAN DISABILITIES ACT: "Any person, firm business, partnership, or corporation that provides a service or function to the public or employees, agents or officials of the city of which is performed on behalf of the City of Anna, shall comply with 42 U.S.C. 1210-12213 and any amendments thereto, known as the "American Disabilities Act of 1990"." Section 18. MISCELLANEOUS 18.01 Proposals received in the City of Anna after submission deadline will be considered void and unacceptable. The City of Anna is not responsible for lateness or non -delivery of software application. 18.02 A proposal may not be withdrawn or canceled by the bidder without the permission of the City for a period of sixty (60) days following the date designated for the receipt of proposals, and bidder so agrees upon submittal of their proposal. 18.03 The City of Anna is exempt by law from payment of Texas State Sales Tax and Federal Excise Tax. Bidder shall include any sales taxes from concession sales of taxable items on City property in the total price of the sale and shall be responsible to report and pay such taxes in a timely manner. 18.04 No oral statement of any individual shall modify or otherwise change, or affect the terms, conditions or Specifications stated in the resulting Contract Agreement. All Change Orders to the Contract Agreement will be made in writing by approval of the City Manager or his agent. 18.05 If during the life of the Contract Agreement, the successful bidder's net prices to other customers for items awarded herein are reduced below the Contracted price, it is understood and agreed that the benefits of such reduction shall be extended to the City of Anna. 18.06 All delivery and freight charges (F.O.B. City of Anna) are to be included in the proposal price. 18.07 Proposals shall show the number of days required to achieve Substantial Completion of the Project. Failure to state delivery time may cause the proposal to be rejected. DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F 18.08 Effective January 1, 2006, Chapter 176 of the Texas Local Government Code requires that any vendor or person considering doing business with a local government entity disclose in the Questionnaire Form CIQ, the vendor or person's affiliation or business relationship that might cause a conflict of interest with a local government entity. By law, this questionnaire must be filed with the records administrator of the City of Anna not later than the 7th business day after the date the person becomes aware of facts that require the statement to be filed. See Section 176.006, Local Government Code. A person commits an offense if the person violates Section 176.006, Local Government Code. An offense under this section is a Class C misdemeanor. 18.09 The bidder shall not offer or accept gifts of anything of value nor enter into any business arrangement with any employee, official or agent of the City of Anna. 18.10 Proposals must comply with all federal, state, county, and local laws concerning these types of service(s). 18.11 Design, strength, quality of materials must conform to the highest standards of manufacturing and engineering practice. 18.12 All items supplied against credit must be new and unused, unless otherwise specified, in first-class condition and of current manufacturer. 18.13 Inspections of the project work will be made by the City or its independent contractors to ensure compliance with all applicable laws and regulations, and the specifications of this project. 18.14 Successful bidder shall defend, indemnify and save harmless the City of Anna and all its officers, agents and employees from all suits, actions, or other claims of any character, name and description brought for or on account of any iniuries or damages received or sustained by any person, persons, or property on account of any negligent act or fault of the successful bidder, or of any agent, employee, subcontractor or supplier in the execution of, or performance under, any Contract which may result from proposal award. Successful bidder indemnifies and will indemnify and save harmless the City from liability, claim or demand on their part, agents, servants, customers, and/or employees whether such liability, claim or demand arise from event or casualty happening or within the occupied premises themselves or happening upon or in any of the halls, elevators, entrances, stairways or approaches of or to the facilities within which the occupied premises are located. Successful bidder shall pay any judgment with costs which may be obtained against the City growing out of such injury or damages. In addition, successful bidder shall obtain and file with Owner City of Anna a Standard Certificate of Insurance and applicable policy endorsement evidencing the required coverage and naming the owner City of Anna as an additional insured on the required coverage. Each insurance policy to be furnished by successful bidder shall include, by endorsement to the policy, a statement that a notice shall be given to the City of Anna by Certified Mail thirty (30) days prior to cancellation or upon any material change in coverage. 18.15 Successful Bidder shall pay or cause to be paid, without cost or expense to the City of Anna, all Social Security, Unemployment and Federal Income Withholding Taxes of all DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F such employees and all such employees shall be paid wages and benefits as required by Federal and/or State Law. 18.16 Specifications and model numbers are for description only. Bidder may propose on description only. Bidder may propose on alternate model but must clearly indicate alternate model being proposed. Bidder must enclose full descriptive literature on alternate item(s). The City of Anna and Project Advocates will determine if alternates are acceptable on a case by case scenario. 18.17 The apparent silence of specifications as to any detail or to the apparent omission of a detailed description concerning any point, shall be regarded as meaning that only the best commercial practices are to prevail. All interpretations of specifications shall be made on the basis of this statement. ANY QUESTIONS concerning the Invitation for Bids and Notice to Bidders should be directed to: Alma Zamora Project Advocates alma@project-advocates.com 214-924-8105 DocuSign Envelope ID: B49EC3B7-7571-42CF-A801-3C262D70CA5F QUALIFICATION STATEMENT OF BIDDERS SUBMITTED TO: City of Anna Reviewed by: _ Date Received: CONTRACTOR: CIRCLE ONE: Sole Proprietor Partnership Corporation Joint Venture NAME: ADDRESS: CITY: PHONE: PRINCIPAL PLACE OF BUSINESS: PARTNER: ADDRESS: CITY: PHONE: PRINCIPAL PLACE OF BUSINESS: COUNTY STATE COUNTY STATE IF THE CONTRACTOR IS A CORPORATION, FILL OUT THE FOLLOWING: STATE OF INCORPORATION: LOCATION OF PRINCIPAL OFFICE: CONTACT PERSONS AT OFFICE: PERSON EXECUTING CONTRACTS ON BEHALF OF CORPORATION: NAME: ADDRESS: TITLE: CITY STATE ZIP PHONE: NAMES OF OFFICERS: (IF APPLICABLE) LIST NUMBER OF EMPLOYEES WORKING FOR CONTRACTOR: LIST ALL EQUIPMENT TO BE USED ON THIS PROJECT: (PLEASE USE ATTACHMENT) NUMBER OF YEARS IN BUSINESS AS A GENERAL CONTRACTOR ON PROJECTS SIMILAR TO THIS PROJECT: TYPE(S) OF WORK DONE: (CIRCLE) Municipal Projects Storm Sewer Water & Sanitary Sewer Lines Library Projects Community Projects Steel Erection Plaza Projects Children's Playground Earth Formed Grade Beams Landscaping City Downtown Projects Public Facilities Audio Visual Low Voltage Public Facilities (list types): DocuSign Envelope ID: B43EC3B7-7571-42CF-A801-3C262D70CA5F Other: COMMENTS: LIST RECENTLY COMPLETED PROJECTS OF THE TYPE OF WORK QUALIFYING FOR OR SIMILAR WORK, PLUS THE FOLLOWING INFORMATION FOR EACH PROJECT: PROJECT: OWNER/ARCHITECT: YEAR BUILT: CONTACT PERSON: PROJECT: OWNER/ARCHITECT: YEAR BUILT: CONTACT PERSON: PROJECT: OWNER/ENGINEER: YEAR BUILT: CONTACT PERSON: PROJECT: OWNER/ENGINEER: YEAR BUILT: CONTACT PERSON: CONTRACT PRICE: PHONE: CONTRACT PRICE: PHONE: CONTRACT PRICE: PHONE: CONTRACT PRICE: PHONE: (USE ATTACHMENTS IF NECESSARY) LIST INCOMPLETE PROJECTS, PLUS THE FOLLOWING INFORMATION FOR EACH PROJECT LISTED: PROJECT: OWNER/ENGINEER: PERCENT COMPLETE: CONTACT PERSON: PROJECT: OWNER/ENGINEER: _ PERCENT COMPLETE: CONTACT PERSON: PROJECT: CONTRACT PRICE: PHONE: CONTRACT PRICE: PHONE: OWNER/ENGINEER: PERCENT COMPLETE: CONTRACT PRICE: DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F CONTACT PERSON: PROJECT: OWNER/ENGINEER: _ PERCENT COMPLETE: CONTACT PERSON: PHONE: CONTRACT PRICE: PHONE: (USE ATTACHMENTS IF NECESSARY) IF COMPANY IS UNDER NEW MANAGEMENT, PLEASE LIST NAMES OF STAFF AND QUALIFICATION AND/OR EXPERIENCE OF SAID PERSONS. (PLEASE USE ATTACHMENT.) HAVE YOU OR ANY PRESENT PARTNER(S) OR OFFICER(S) FAILED TO COMPLETE A CONTRACT? HAS YOUR COMPANY BEEN INVOLVED IN ANY PROJECTS WITHIN THE LAST FIVE YEARS THAT HAS REQUIRED MEDIATION/LITIGATION/BOND? IF SO, LIST BELOW (USE ATTACHMENTS IF NECESSARY) IF SO, NAME OF OWNER AND/OR SURETY: CONTACT PERSON: PHONE: ARE THERE ANY UNSATISFIED DEMANDS UPON YOU AS TO YOUR ACCOUNTS PAYABLE? IF SO, GIVE NAMES, AMOUNTS, AND EXPLANATIONS: BANK REFERENCE: Bank: Address: City: Contact Person: Phone: MUNICIPALITY REFERENCE: City: Contact Person: Address: OTHER CREDIT REFERENCES: Name: Address: State: Zip: Position: Phone: Name: Address: DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F Phone: Phone: In compliance with Invitation to Bid for above mentioned types of projects, the undersigned is submitting the information as required with the understanding that the purpose is only to assist in determining the qualifications for this organization to perform the type and magnitude of work designated, and further, guarantee the truth and accuracy of all statements made, and will accept your determination of qualifications without prejudice. The surety herein named, any other bonding company, bank, sub -contractor, supplier, or any other person(s), firm(s) or corporations with whom I (we) have done business, or who have extended any credit to me (us) are hereby authorized to furnish you with any information you may request concerning performance on previous work and my (our) credit standing with any of them; and I (we) hereby release any and all such parties from any legal responsibility whatsoever on account of having furnished such information to you. Signed: Title: Company: Date: COPY TO LOCAL UNDERWRITING OFFICE OF PROPOSED SURETY Name: _ Address: Phone: City: _ State: DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F QUALIFICATION STATEMENT OF BIDDER'S SURETY SUBMITTED TO: City of Anna BIDDER: _ ADDRESS: PHONE: 1. Has this surety furnished contract bonds on contracts now complete? 2. Has this surety furnished contract bonds on contracts now incomplete? 3. What is the maximum bonding capacity of this Contractor? 4. Is the current financial information on this Contractor satisfactory? 5. Does information obtained indicate accounts are paid when due? If not, give details: 6. Is it your opinion that the bidder has sufficient experience and financial resources to satisfactory perform the contract? 7. Provided this bidder does not assume other commitments or that you do not acquire further information that in your opinion will materially affect the bidder's capacity to perform this contract, will you furnish the bonds as specified? REMARKS: SURETY: _ SIGNED: _ TITLE: ADDRESS: CITY STATE ZIP PHONE: (IN DUPLICATE) DocuSign Envelope ID: B49EC387-7571-42CF-A8D1-3C262D70CA5F PREVAILING WAGE RATES FOR MUNICIPAL CONSTRUCTION IN ANNA,TEXAS General Decision: TX20080057 Date: September 11, 2009 Construction Types: Building Counties: Collin and Denton Counties in Texas. Rates are for Building construction projects only. For other wage rates or for updated rates, please the Texas General Decision County Index located at hftp://www.qpo.gov/davisbacon/tx.htmi Rates $ Fringes Acoustical Installer 12.27 0.00 Carpenter (Excluding Acoustical Installers & Drywall Hangers) 12.36 1.38 Drywall Hanger 12.17 0.00 Electrician 13.10 1.97 Laborer, Unskilled (Excluding Landscape Laborers) 7.25 0.86 Painter: Brush & Spray 10.15 0.00 Painters doing drywall finishing only 10.08 0.00 Paperhanger 12.50 2.20 Plumbers and Pipefitters (Including HVAC Work) 12.47 1.87 Power Equipment Operator (Cranes) 15.00 2.85 Roofer, Including Built Up, Composition and Single Ply Roofs 10.17 1.10 Sheet Metal Worker (Including HVAC Duct Work) 10.94 1.45 Sprinkler Fitter 12.00 2.30 Welders — Receive rate prescribed for craft performing operation to which welding is incidental. WAGE DETERMINATION APPEALS PROCESS 1. Has there been an initial decision in the matter? This can be: " an existing published wage determination ` a survey underlying a wage determination DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F * a Wage and Hour Division letter setting forth a position on a wage determination matter * a conformance (additional classification and rate) ruling On survey related matters, initial contact, including requests for summaries of surveys, should be with the Wage and Hour Regional Office for the area in which the survey was conducted because those Regional Offices have responsibility for the Davis -Bacon survey program. If the response from this initial contact is not satisfactory, then the process described in 2.) and 3.) should be followed. With regard to any other matter not yet ripe for the formal process described here, initial contact should be with the Branch of Construction Wage Determinations. Write to: Branch of Construction Wage Determinations Wage and Hour Division U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 2. If the answer to the question in 1.) is yes, then an interested party (those affected by the action) can request review and reconsideration from the Wage and Hour Administrator (See 29 CFR Part 1.8 and 29 CFR Part 7). Write to: Wage and Hour Administrator U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 The request should be accompanied by a full statement of the interested party's position and by any information (wage payment data, project description, area practice material, etc.) that the requestor considers relevant to the issue. 3. If the decision of the Administrator is not favorable, an interested party may appeal directly to the Administrative Review Board (formerly the Wage Appeals Board). Write to: Administrative Review Board U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 4. All decisions by the Administrative Review Board are final. DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F VENDORS COMPLIANCE TO STATE LAW Texas Government Code, Chapter 2252, Subchapter A provides that, in order to be awarded a contract as low bidder, non-resident bidders (out of state Contractors whose corporate offices or principal place of business are outside of the State of Texas) bid projects for construction, improvements, supplies or services in Texas at an amount lower than the lowest Texas resident bidder by the same amount that a Texas resident bidder would be required to underbid a non- resident bidder in order to obtain a comparable contract in the state in which the non-resident's principal place of business is located. The appropriate blanks in Section 4 must be filled out by all out-of-state or non-resident bidders in order for your bid to meet specifications. The failure of out-of-state or non-resident Contractors to do so will automatically disqualify that bidder. Resident bidders must check the box in Section B. A. Non-resident vendors in business, are required to be _ copy of the statute is attached. (give state), our principal place of percent lower than resident bidders by state law. A Non-resident vendors in are not required to underbid resident bidders. (give state), our principal place of business, B. Our principal place of business or corporate office is in the State of Texas. BIDDER/OFFEROR: Company City State Zip Phone By: (please print) Signature: Title: (please print) THIS FORM MUST BE RETURNED WITH YOUR QUOTATION DocuSlgn Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F CONFLICT OF INTEREST QUESTIONNAIRE DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 1491, 80th Leg., Regular Session. OFFICEUSEONLY This questionnaire is being filed in accordance with Chapter 176, Local Government Code Date Received by a person who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the person meets requirements underSection 176.006(a). By law this questionnaire must be filed with the records admirdstrator of the local governmental entity not later than the 7th business day after the date the person becomes aware of facts that require the statement to be filed. See Section 176.006, Local Government Code. A person commits an offense if the person knowingly violates Section 176.006, Local Government Code. An offense under this section is a Class C misdemeanor. 1 Name of person who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date the originally filed questionnaire becomes incomplete or inaccurate.) 3 Name of local government officer with whom filer has employment or business relationship. Name of Officer This section (item 3 including subparts A, B, C & D) must be completed for each officer with whom the filer has an employment or other business relationship as defined by Section 176.001 (1 -a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the filer of the questionnaire? F7 Yes [7 No B. Is the filer of the questionnaire receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? FlYes F--] No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of 10 percent or more? F-1 Yes FlNo D. Describe each employment or business relationship with the local government officer named in this section. 4 Signature of person doing business with the governmental entity Date Adopted 06/29/2007 DocuSign Envelope ID: B49EC3B7-7571-42CF-A801-3C262D70CA5F AFFIDAVIT AGAINST PROHIBITED ACTS I hereby affirm that I am aware of the provisions of Texas Penal Code Section 36.02, 36.08, 36.09 and 36.10 dealing with Bribery and Gifts to Public Servants. I further affirm that will adhere to such rules and instruct and require all agents, employees, and sub -contractors to do the same. I am further aware that any violation of these rules subjects the Contract Agreement for this project to revocation, my removal from bid lists, prohibiting future contract/subcontract work, revocation of permits, and prosecution. Signature Date ATTEST (if corporation) Date DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F PROPOSAL AND BID FORM DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F Proposal of Address: PROPOSAL AND BID FORM (hereinafter called "Bidder") To the Honorable Mayor and City Council City of Anna, Texas (hereinafter called "Owner") Deadline for Submission of Sealed Competitive Bid 2:00pm on November 13, 2023 Gentlemen: The Bidder, in compliance with your invitation for bids for the construction of two projects: Anna Community Library: approximatelV 32,500 square foot two (2) story building and Anna Plaza: approximatelV 75,000 square feet of outdoor landscaping with children's playground and other amenities for the City of Anna, Texas, having carefully examined the plans, specifications, notice to bidders, invitation to bid and all other related contract documents and the site of the proposed work, and being familiar with all of the conditions surrounding the construction of the proposed project, including the availability of materials and labor, hereby proposes to furnish all labor, materials, and supplies; and to construct the project in accordance with the plans, specifications and contract documents, within the time set forth therein and at the prices stated. The Bidder binds himself on acceptance of his proposal to execute the Contract Agreement and any required bonds, according to the accompanying forms, for performing and completing the said work within the time stated and for the prices stated in Exhibit "A" of this proposal. Bidder hereby agrees to commence the work on the above project within ten (10) days of receipt of written "Notice to Proceed" and to fully complete the project within the agreed upon timeframe, thereafter as stipulated in the specifications and other contract documents. Bidder hereby further agrees to pay to Owner as liquidated damages the sum specified in the provided modified AIA A102-2017 Standard Form of Agreement Between Owner and Contractor, which will be used for both the Anna Community Library and Plaza projects. In the event that the actual damages incurred by the OWNER exceed the amount of liquidated damages, OWNER shall be entitled to recover its actual damages. Bidder understands and agrees that this bid proposal shall be completed and submitted in accordance with the Instructions to Bidders. Bidder understands that the Owner reserves the right to reject any or all bids and to waive any informality in the bidding. DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262070CA5F The Bidder agrees that this bid shall be good and may not be withdrawn for a period of sixty (60) calendar days from bid due date until the date that the project is awarded by the City Council. The undersigned Bidder hereby declares that he has visited the site of the work and has carefully examined the plans, specifications, and contract documents pertaining to the work covered by this bid, and he further agrees to commence work on or before the date specified in the written notice to proceed, and to substantially complete the work on which he has proposed, as provided in the contract documents. The 5% Greatest Amount Bid Dollars 5% GAB), which it is agreed shall be collected and retained by the Owner as liquidated damages in the event the proposal is accepted by the Owner and the undersigned fails to execute the necessary contract documents and the required bond (if any) with the Owner within ten (10) days after the date of receipt of written notification of acceptance of said proposal; otherwise, said check or bond shall be returned to the undersigned upon demand. Bidder understands and agrees that the Contract Agreement to be executed by Bidder shall be bound and include all contract documents made available to him for his inspection in accordance with the Invitation to Bid. The Contractor's attention is called to the fact that any estimate of quantities of work to be done and materials to be furnished under the specifications as shown on the Proposal, or elsewhere, is approximate only and not guaranteed. The Owner does not assume any responsibility that the final quantities shall remain in strict accordance with the estimated quantities, nor shall the Contractor plead misunderstanding or deception because of such estimate of quantities or of the character, location of the work or other conditions pertaining thereto. Payment will be made on actual quantities installed at the unit bid price, and no claim will be made for anticipated profits for any decrease in profits. It is understood that the following quantities of work to be done at unit prices are approximate only, and are intended principally to serve as a guide in evaluating bids. It is further agreed that the quantities of work to be done at unit prices and materials to be furnished may be increased or diminished as may be considered necessary, in the opinion of the Engineer, to complete the work fully as planned and contemplated, and that all quantities of work, whether increased or decreased are to be performed at the unit bid prices. DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F EXHIBIT A, BID PROPOSAL A detailed Bid Form for both the Library and Plaza. Sections not relevant should be left blank. The total shown is to match the stated amount in the EXHIBIT C BID PROPOSAL Recapitulations stated total. If the amounts differ, the greater value will be used in evaluating Bids submitted. The bid form is available in Excel format via Project Advocates. DocuSign Envelope ID: 849EC3B7-7571-42CF-A8D1-3C262D70CA5F Anna Community Library & Anna Plaza - Bid form Due November 13, 2023 GC NAME: 8 Years in business States licensed in 8 of Employees Work w/ GC farces Work in progress value Average amuaI volume last 5 years EMIR (Experience Modification Rating) •' PLAZA SCOPE Projected project duration (In months): M OF MONTHS 0OF MONTHS SITE BLDC T'OT'.V. SITE TOTAL 01 GENERAL REQUIREMENTS 010000 REQUIREMENTS S $ $ $ $ 02 _GENERAL SITE 02100 02800 _WORK DEMOLITION/ABATEMENT $ $ $ $ S _ _ FENCING RETAINING WALLS S S E $ S 02850 E $ E $ $ 03 CONCRETE 03300 _ CONCRETE POLISHED CONCRETE MASONRY _ MASONRY METALS STRUCTURALSTEEL WOODS & PLASTICS ROUGH CARPENTRY FINISH CARPENTRY/MILLWORK THER_MAL & MOISTURE PROTECTION _EXTERIOR INSULATED FINISH SYSTEM (EIFS) METAL PANELS_ _ _ ROOFING _WATERPROOFING /CAULKING&SEALANTS _OPENINGS DOORS / FRAMES / HARDWARE _OVERHEAD DOORS STOREFRONT/ CURTAINWALL/GLASS&GLAZING _FINISHES DRYWALL/ACOUSTICAL FLOORING _ PAINTING -- SPECIALTIES S E S S S 03400 S S S S $ 04 04200 _ 05 05100 06 06100 06400 07 E S E S S S $ $ S S S $ $ $ $ S $ $ $ S 07240 $ $ $ $ $ 07400 07500 07900 $ - S - $ - $ IS - S $ S $ S $ - $ _ $ _ S $ 08 08100 S $ $ S S 08360 S $ $ S S 08400 E S $ $ S 09 09250 S E $ S $ 09600 09900 $ $ S S S $ S $ S S 10 10100 _STANDARD SPECIALTIES _ _ SIGNAGE EQUIPMENT APPLIANCES & SCREENS _ _FURNISHINGS WINDOW TREATMENTS STONE CONTERTOPS SPECIAL CONSTRUCTION NOT APPLICABLE CONVEYING SYSTEMS ELEVATORS FIRE SUPPRESSION FIRE SUPPRESSION, SPRINKLER, STANDPIPE SYS $ $ S S $ 10140 E $ $ $ $ IS 11000 $ $ $ S S 12 12240 12360 13 $ S $ $ S $ $ S $ S $ $ $ $ $ 14 14100 $ $ 21 216_ S $ S $ S DocuSign Envelope ID: B49EC3B7-7571-42CF-A8Dl-3C262D70CA5F PLUMBING- _22 22000 23 23000 26 26000 27 17000 28 28000 31 31200 31310 31630 _32_ 32130 PLUMBING HVAC- HEATING, VENTING, AND AIR CONDITIONING ELECTRICAL ELECTRICAL _ COMMUNICATIONS COMMUNICATIONS ELECTRONIC SAFETY AND SECURITY ELECTRONIC SAFETY AND SECURITY EARTHWORK EARTHWORK TERMITE CONTROL DRILLED PIERS EXTERIOR IMPROVEMENTS CONCRETE PAVING _ PAVEMENT MARKINGS LANDSCAPING & IRRIGATION SITE SPECIALTIES UTILITIES SITE UTILITIES GENERAL CONDITIONS GENERAL CONDITIONS *GC CONTINGENCY _ _GL & BR INSURANCE TWO-YEAR MAINTENANCE BOND P&PBOND $ $ $ $ $ $ $ $ $ $ $ $ $ IS $ $ $ $ $ $ $ $ $ $ $ $ $ 32170 31840 32900 33 33000 S $ $ $ - $ - $ S $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ $ - $ - $ GC FEE $ - $ - $ - BASE BED GRAND TOTAL IS - $ $ - '*MAIN DISTRIBUTION PANEL - CREDIT MATERIAL ONLY I $ •REFERENCE THE MODIFIED AIA A102-2017 SECTION 5.1.2 ** PROVIDE CREDIT FOR MATERIAL ONLY; OWNER PROVIDED CC INSTALLED. 1 2 3 4 ALTERNATE NO. 1: ALTERNATE No. 2: ALTERNATE No. 3: SCREEN ALTERNATE No. 4: WOOD LOOK ROOF DECK SOUND -ABSORBING WALL UNITS PREMANUFACTURED EQUIPMENT CONCRETE FORM WORK $ $ $ $ 5 $ 6 $ 7 $ PLAZA SCOPE PLAZA ALTERNATES TOTAL 1 PLAZA ALTERNATE No. 1 - SYNTHETIC TURF - See ALT #1, SHEET L2.05 $ 2 $ 3 $ 4 $ 5 $ DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F 1A OF 18" DIAMETER PIERS IN EXCESS OF THE ASSUMED QUANTITY $ - LF FOR BID. UNIT PRICE 113: REDUCTION IN PRICE PER LF OF THE TOTAL 18 LENGTH OF 18" DIAMETER PIERS LESS THAN THE ASSUMED $ - LF QUANTITY FOR BID. UNIT PRICE IC: ADDITIONAL PRICE PER LF OF THE TOTAL LENGTH 1C OF 24" DIAMETER PIERS IN EXCESS OF THE ASSUMED QUANTITY $ - LF FOR BIO, UNIT PRICE iD: REDUCTION IN PRICE PER IF OF THE TOTAL 1 D LENGTH OF 24" DIAMETER PIERS LESS THAN THE ASSUMED $ - LF 1 3 (ADDITIONAL COST PER ADDED DEDICATED POWER OUTLET is - I EACH 1 5 (ADDITIONAL COST TO RELOCATE ELECTRICAL BOXES I S - I EACH LIBRARY SCOPE PLANT SCHEDULES 1 7 (SHANTUNG MAPLE. 4" CAL.. SEE PLANTSCHEDULES 1 $ - I EACH PLANS AND DETAIL SHEET SEE HARDSCAPE PLANS AND COST REDUCTION VOLUNTARY ALTERNATES SITE LIBRARY SCOPE BLDG TOTAL DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F PLEASE SUBMIT THE COMPLETED EXCEL WORKBOOK WITH YOUR SUBMISSION. CONTRACTOR IS RESPONSIBLE FOR VERIFYING AMOUNT TOTALS ARE CALCULATED CORRECTLY. DocuSign Envelope ID: B49EC3B7-7571-42CF-ABD1-3C262D70CA5F EXHIBIT B BID PROPOSAL FOR Anna Community Library & Anna Plaza Supplemental General Notes Any and all existing improvements in yard areas damaged by contractor will be replaced to a condition equal to or better than original at no additional cost. A modified version of AIA 102-2017 has been provided for the bidder's review. Any objections to the modified contract should be submitted in writing with the bid on the scheduled bid due date and time. Any and all damage to existing parking areas used for construction and damaged by the contractor will be replaced to a condition equal to or better than original at no additional cost. Any and all construction road improvements damaged by contractor will be replaced to a condition equal to or better than original at no additional cost. DocuSign Envelope ID: B49EC367-7571-42CF-A8D1-3C262D70CA5F EXHIBIT C BID PROPOSAL FOR Anna Community Library and Anna Plaza Recapitulations LIBRARY TOTAL BASE BID $ PLAZA TOTAL BASE BID Notice of award will be sent to the undersigned at the following addresses: M Contractor Principal Place of Business (Corp. Seal if Bidder is Corporation) Attest: Secretary: Acknowledgment is hereby made of receipt of the following Addenda, if any: No. No. No. Date: Date: Date: Provide List of Potential Subcontractors, with the understanding that the list is subject to change. Use Attachments if necessary. (Company name, contact number and type of work): DocuSign Envelope ID: B49EC3B7-7571-42CF-A801-3C262D70CA5F REQUEST FOR CERTIFICATE OF EXEMPTION FROM TEXAS LIMITED SALES, EXCISE AND USE TAX Date: TO: City of Anna, Texas Municipal Building 120 W. Seventh St Anna, TX 75409 RE: Anna Community Library and Anna Plaza The undersigned Contractor hereby requests a Certificate of Exemption from the Texas Limited Sales, Excise, and Use Tax in the amount of ($ ) which is an amount not exceeding the contract price of all materials and other tangible personal property to be furnished in connection with the subject property. The undersigned hereby represents that such materials and property have been or will be utilized in the performance of the Contract Agreement to the full extent or the amount for which such Certificate of Exemption is requested. (Seal if Corporation) Company By: (Please Print) Signature: Title: Address: (Please Print) City State Zip Phone/Fax DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F CONTRACT AGREEMENT EXHIBIT X Modified AIA 102-2017 Standard Form Agreement between Owner and Contractor AND AIA 201-2017 General Conditions of the Contract for Construction have been provided for the bidder's review. Bidder's are to submit any objections to the modified AIA contracts with their proposals. DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F AIA Document A102" - 2017 Standard Form of Agreement Between Owner and Contractor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price AGREEMENT made as of the « » day of « » in the year « » (In words, indicate day, month and year.) BETWEEN the Owner: (Name, legal status, address and other information) « City of Anna, Texas »« » « Ryan Henderson, Interim City Manager» «120W7thSt, u Anna, TX 75409» and the Contractor: (Name, legal status, address and other information) «TBD »« » for the following Project: (Name, location and detailed description) «Anna Community Library and Anna Plaza))(( I11 W Fifth Street» ((Anna, TX 75409» The Architect: (Name, legal status, address and other information) a BRW Architects n« 3535 Travis St #250» «Dallas, TX 75204»« » « » The Owner and Contractor agree as follows. ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. The parties should complete A102--2017, Exhibit A, Insurance and Bonds, contemporaneously with this Agreement. AIA Document A201--2017, General Conditions of the Contract for Construction, is adopted in this document by reference. Do not use with other general conditions unless this document is modified. ELECTRONIC COPYING of any portion of this AIA0 Document to another electronic file is prohibited and constitutes a violation of copyright laws as set forth in the footer of this document. Ara axmsnt A102r - 2017. Copyright 0 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1967, 1997, 2007 and 2017 by The American Institute of Architects. Al rights r served. The ^American Institute of Architects.' `AIA," the AIA Logo, and ^AIA Contract Documents' registered trademarks and may nor be used without permission. This draft was produced by AIA software at 11:21:27 AT on 01/12/2022 ]L under Order No.2114277864 which expires on 01/0912023, is not for resale, is licensed for o e-time use only, and may only be used in accordance with the AIA Contract Documnorse Terms of Service. To report Copyright violations, a -mail copyright0aia.org. O iar Notma: (1113090681) DocuSign Envelope ID: B49EC3B7-757142CF-ABD1-3C262D70CA5F TABLE OF ARTICLES 1 THE CONTRACT DOCUMENTS 2 THE WORK OF THIS CONTRACT 3 RELATIONSHIP OF THE PARTIES 4 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION 5 CONTRACT SUM 6 CHANGES IN THE WORK 7 COSTS TO BE REIMBURSED 8 COSTS NOT TO BE REIMBURSED 9 DISCOUNTS, REBATES AND REFUNDS 10 SUBCONTRACTS AND OTHER AGREEMENTS 11 ACCOUNTING RECORDS 12 PAYMENTS 13 DISPUTE RESOLUTION 14 TERMINATION OR SUSPENSION 1s MISCELLANEOUS PROVISIONS 16 ENUMERATION OF CONTRACT DOCUMENTS EXHIBIT A INSURANCE AND BONDS ARTICLE 1 THE CONTRACT DOCUMENTS The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary, and other Conditions), Drawings, Specifications, Addenda issued prior to execution of this Agreement, other documents listed in this Agreement and Modifications issued after execution of this Agreement, all of which form the Contract, and are as fully a part of the Contract as if attached to this Agreement or repeated herein. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations, or agreements, either written or oral. If anything in the other Contract Documents, other than a Modification, is inconsistent with this Agreement, this Agreement shall govern. An enumeration of the Contract Documents, other than a Modification, appears in Article 16. ARTICLE 2 THE WORK OF THIS CONTRACT g2_1 The Contractor shall fully execute the Work described in the Contract Documents, except as specifically indicated in the Contract Documents to be the responsibility of others. 6 2.2 The Contractor's Project Team will include the individuals listed below and such other assistants, technical, administrative and other personnel as are required to carry out the Work effectively, to maintain the progress of the Work in accordance with the requirements of the Project Schedule, and to satisfy all obligations of the Contractor under the Contract Documents, subject to the Owner's written approval. No change in the composition of the Project Team, including, without limitation, reassignment and/or removal of any Project Team member, shall be made without the Owner's written approval. The Owner may require removal or reassignment of any member of the Project Team, or assistant, technical or administrative personnel with or without cause, upon notice to the Contractor. Contractor shall AIA Ommeet ASOe - 2017. Copyright C 1920, 1925, 1951. 1952, 1961. 1963, 1967, 1974, 1970, 1907, 1997, 2007 and 2017 by The American Institute of A[ebiteete. All eights [erye etl. The ^Amrican Institute of Architects,- -ALA,^ the AIA Logo, and •AIA Contract Documents' are registered trademarks and may not be used without permission. This draft was produced by AIA software at 11:21:27 ET on 01/12/2022 under Order No.2114277064 which expires on 01/09/2023, is not for resale, is licensed for one-time use ma only, and y only be used in accordance With the ALA Contract Documents' Terns of Service. To report copyright vlolations, e-mail copyright@afa.arg. Oa. Yates: (1113090681) DocuSign Envelope ID: B49EC3B7-7571-42CF-A6D1-3C262D70CASF reassign or remove any Project Team member or assistant, technical or administrative personnel withing five (5) business days after notice to do so from the Owner. Before beginning the Work the Contractor shall provide to the Owner and the Architect a job organization chart, identifying all key personnel involved in the Work and their responsibilities, including the percentage of time each person idendified thereon will devote to the Proiect. Proiect Manager - TBD PJect Superintendent - TBD Proiect Engineer - TBD ARTICLE 3 RELATIONSHIP OF THE PARTIES 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 interests of the Owner; to furnish efficient business administration and supervision; to furnish at all times an adequate supply of workers and materials; and to perform the Work in an expeditious and economical manner consistent with the Owner's interests. The Owner agrees to furnish and approve, in a timely manner, information required by the Contractor and to make payments to the Contractor in accordance with the requirements of the Contract Documents. ARTICLE 4 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION § 4.1 The date of commencement of the Work shall be: (Check one of the following boxes.) [ e I ] The date of this Agreement. [ a X » ] A date set forth in a notice to proceed issued by the Owner. [ tt » ] Established as follows: (Insert a date or a means to determine the date ofcommencement of the Work.) If a date of commencement of the Work is not selected, then the date of commencement shall be the date of this Agreement. § 42 The Contract Time shall be measured from the date of commencement of the Work. § 4.3 Substantial Completion § 4.3.1 Subject to adjustments of the Contract Time as provided in the Contract Documents, the Contractor shall achieve Substantial Completion of the entire Work: (Check one of the following boxes and complete the necessary information.) [ 9 s ] Not later than « » ( « » ) calendar days from the date of commencement of the Work. [ 4( X s ] By the following date: ((TBD » § 4.3.2 Subject to adjustments of the Contract Time as provided in the Contract Documents, if portions of the Work are to be completed prior to Substantial Completion of the entire Work, the Contractor shall achieve Substantial Completion of such portions by the following dates: Portion of Work Substantial Completion Date § 4.3.31f the Contractor fails to achieve Substantial Completion as provided in this Section 4.3, liquidated damages, if any, shall be assessed as set forth in Section 5.1.6. AL Oocomant Use - 2017. Copyright 0 1920, 1925, 1951, 1958, 1961, 1963, 1961, 1904, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects,- -AIA," the AIA Logo, and -AIA Contract pocumenta- registered trademarks and may not be used without permission. This draft was produced by AIA software at 11:21:27 ET an 01/12/2022 under Order No.2114217864 which expires an 01/09/2023, is not for resale, is licensed for one-time asmyonly, and y only be used in Odordance with the AIA Contract Oocumenuta Terms of Service. To report copyright violations, e-mail opyrightfaia.org. er Yetee: (1113090681 DocuSign Envelope ID: B49EC387-757142CF-A8D1-3C262D70CA5F ARTICLE 5 CONTRACT SUM § 5.1 The Owner shall pay the Contractor the Contract Sum in current funds for the Contractor's performance of the Contract. The Contract Sum is the Cost of the Work as defined in Article 7 plus the Contractor's Fee. § 5.1.1 The Contractor's Fee: (State a lump sum, percentage of Cost of the Work, or other provision for determining the Contractor's Fee.) «Lump Sum Fee of $XXX § 5.1.2 The method of adjustment of the Contractor's Fee for changes in the Work: «Five percent (5%) fee on changes. No fee shall be added for Contractor Contingency or Allowances The Contractor shall be allowed to carry a contingencv within the GMP, inclusive of their indirect cost, of XXXX ($xxx). The Contingency is to be used for minor design clarifications, conflicts, and the inherit risks associated with contracting, but not improvements in qualitv or additional scope by the Owner_» § 5.1.3 Limitations, if any, on a Subcontractor's overhead and profit for increases in the cost of its portion of the Work: «Fifteen percent (15%) n § 5.1.4 Rental rates for Contractor -owned equipment shall not exceed « Eighty» percent ( « 80 » %) of the standard rental rate paid at the place of the Project. § 5.1.5 Unit prices, if any: (Identify the item and state the unit price and quantity limitations, ifany, to which the unit price will be applicable.) Item Units and Limitations Price Per Unit ($0.00) § 5.1.6 Liquidated damages, if any: (Insert terms and conditions for liquidated damages, ifany) I< The contractor acknowledges that time is of the essence and agrees to complete all work in a timely and expeditious manner. Both parties agree that the Owner will experience inconveniences should the agreed upon substantial completion dates not be achieved and that it would be difficult to assess consequential damages that would result in delays of beneficial use. In lieu ol'consequential damages-. Both parties agree to liquidated damages of $500/day for each day the Work is not Substantially Complete after the agreed upon date of Substantial Completion. The Construction Manager will be given 45 days after the date of Substantial Completion to achieve Final Completion. Beginning on the 46" day after the date of Substantial Completion, if the Construction Manager has not achieved Final Completion, Liquidated Damages will be assessed at a rate of $1.000/day for each day. Liquidated Damages for failure to achieve Substantial Completion and failure to achieve Final Completion shall not be assessed simultaneously against the contractor. Such Liquidated Damages shall be the Owner's damages for delays arising from the Construction Manager's failure to achieve Substantial Completion or Final Completion as defined herein. The Liquidated Damages provision shall not otherwise impede Owner's other contractual remedies as provided in Article 14 of AIA Document A201. The Owner reserves that sole right to waive Liquidated Damages at their discretion.» § 5.1.7 Other: (Insert provisions for bonus, cost savings or other incentives, ifany, that might result in a change to the Contract Sum) «If, at the completion of the Work and the Contractor's Fee total less than the Guaranteed Maximum Cost (adjusted for Change Orders) such difference shall constitute "Savings." The contractor shall be entitled to share 30% of all iob cost and contractor contingency savings up to a maximum of $75 000 o ILEA Document AlOr - 2017. Copyright C 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The American Institute of Architects,^ -AIA," the AIA Logo, and 'AIA contract Document. - are trademarks and may not be used without permission. This draft was produced by AIA software at 11:21:27 ET on 01/12/2022 under Order No.2114277064 which expires on 01/09/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Oocuaentae Terms of Service. To report copyright violations, e-mail copyrlghtgala.org. dear Notee: 11113090681'. DocuSign Envelope ID: 849EC387-7571-42CF-A8D1-3C262D70CA5F § 5.2 Guaranteed Maximum Price § 5.2.1 The Contract Sum is guaranteed by the Contractor not to exceed « » ($ u » ), subject to additions and deductions by Change Order as provided in the Contract Documents. This maximum sum is referred to in the Contract Documents as the Guaranteed Maximum Price. Costs which would cause the Guaranteed Maximum Price to be exceeded shall be paid by the Contractor without reimbursement by the Owner. § 5.2.1.1 One hundred percent (100%) of all savings shall revert to the Owner, except as specifically defined in 5.1.7. § 522 Alternates § 5.2.2.1 Alternates, if any, included in the Guaranteed Maximum Price: Item Price § 5.2.2.2 Subject to the conditions noted below, the following alternates may be accepted by the Owner following execution of this Agreement. Upon acceptance, the Owner shall issue a Modification to this Agreement. (Insert below each alternate and the conditions that must be met for the Owner to accept the alternate.) Item Price Conditions for Acceptance § 5.2.3 Allowances, if any, included in the Guaranteed Maximum Price: (Identify each allowance) Item Price § 5.2.4 Assumptions, if any, upon which the Guaranteed Maximum Price is based: (Identify each assumption) § 5.2.5 To the extent that the Contract Documents are anticipated to require further development, the Guaranteed Maximum Price includes the costs attributable to such further development consistent with the Contract Documents and reasonably inferable therefrom. Such further development does not include changes in scope, systems, kinds and quality of materials, finishes or equipment, all of which, if required, shall be incorporated by Change Order. § 5.2.6 The Owner shall authorize preparation of revisions to the Contract Documents that incorporate the agreed - upon assumptions contained in Section 5.2.4. The Owner shall promptly fumish such revised Contract Documents to the Contractor. The Contractor shall notify the Owner and Architect of any inconsistencies between the agreed -upon assumptions contained in Section 5.2.4 and the revised Contract Documents. 6 5.2.7 All major scope items susceptible to market chances shall be purchased within fonv-five_J45 days of Contract Agreement. Costs increases due to procurement shall be presented and approved by the Owner within foft-five-(45) days of the Contract Agreement. Any cost increases due to procurement beyond the established forty- five (45) days will be taken out of the Contractor contingency, with Owner approval on a case by case basis. ARTICLE 6 CHANGES IN THE WORK § 6.1 Adjustments to the Guaranteed Maximum Price on account of changes in the Work may be determined by any of the methods listed in Article 7 of ALA Document A20ITAL2017, General Conditions of the Contract for Construction. § 6.2 Adjustments to subcontracts awarded on the basis of a stipulated sum shall be determined in accordance with Article 7 of A201-2017, as they refer to "cost" and "fee," and not by Articles 5, 7 and 8 of this Agreement. Adjustments to subcontracts awarded with the Owner's prior written consent on the basis of cost plus a fee shall be calculated in accordance with the terms of those subcontracts. AL Decreammb A1027 - 2017. Copyright C 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects,' ^AIA." the AIA Logo. and 'AIA Contract Documents' are registered trademarks and may not be used without permission. This draft was produced by AIA software at 11:21:27 ET on 01/12/2022 under Order No.2114277864 which expires on ol/09/2023, is not for resale, is licensed for one-time asma only, and y only be used in accordance with the AIA Contract Documents• Terms of Service. To report copyright violations, e-mail copyright@aia.org. Dwar Naue: (1113090681) DocuSign Envelope ID: B49EC3B7-757142CF-A8D1-3C262D70CA5F § 6.3 In calculating adjustments to the Guaranteed Maximum Price, the terms "cost" and "costs" as used in Article 7 of ALA Document A201-2017 shall mean the Cost of the Work as defined in Article 7 of this Agreement and the term "fee" shall mean the Contractor's Fee as defined in Section 5.1.1 of this Agreement. § 6.4Intentionally deleted. ARTICLE 7 COSTS TO BE REIMBURSED § 7.1 Cost of the Work § 7.1.1 The term Cost of the Work shall mean costs necessarily incurred by the Contractor in the proper performance of the Work. The Cost of the Work shall include only the items set forth in this Article 7. § 7.1.2 Where, pursuant to the Contract Documents, any cost is subject to the Owner's prior approval, the Contractor shall obtain such approval in writing prior to incurring the cost. The parties shall endeavor to identify any such costs prior to executing this Agreement. § 7.1.3 Costs shall be at rates not higher than the standard paid at the place of the Project, except with prior approval of the Owner. § 7.2 Labor Costs § 7.2.1 Wages or salaries of construction workers directly employed by the Contractor to perform the construction of the Work at the site or, with the Owner's prior approval, at off -site workshops. § 7.2.2 Wages or salaries of the Contractor's supervisory and administrative personnel when stationed at the site and performing Work, with the Owner's prior approval. § 7.2.2.1 Wages or salaries of the Contractor's supervisory and administrative personnel when performing Work and stationed at a location other than the site, but only for that portion of time required for the Work, and limited to the personnel and activities listed below: (7dentify the personnel, type of activity and, ifapplicable, any agreed upon percentage oftime to be devoted to the Work) § 7.2.3 Wages or salaries of the Contractor's supervisory or administrative personnel engaged at factories, workshops or while traveling, in expediting the production or transportation of materials or equipment required for the Work, but only for that portion of their time required for the Work. § 7.2A Costs paid or incurred by the Contractor, as required by law or collective bargaining agreements, for taxes, insurance, contributions, assessments, and benefits and, for personnel not covered by collective bargaining agreements, customary benefits such as sick leave, medical and health benefits, holidays, vacations and pensions, provided such costs are based on wages and salaries included in the Cost of the Work under Sections 7.2.1 through 7.2.3. § 7.2.5If agreed rates for labor costs, in lieu of actual costs, are provided in this Agreement, the rates shall remain unchanged throughout the duration of this Agreement, unless the parties execute a Modification. § 7.3 Subcontract Costs Payments made by the Contractor to Subcontractors in accordance with the requirements of the subcontracts and this Agreement. § 7.4 Costs of Materials and Equipment Incorporated in the Completed Construction § 7.4.1 Costs, including transportation and storage at the site, of materials and equipment incorporated, or to be incorporated, in the completed construction. § 7.4.2 Costs of materials described in the preceding Section 7.4.1 in excess of those actually installed to allow for reasonable waste and spoilage. Unused excess materials, if any, shall become the Owner's property at the AMA Dgeeseagt A102' - 2017. Copyright O 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974. 1978, 1987, 1991, 2007 and 2017 by The American Institute of Architects. All rights [ese ved. The 'American Institute of Architects,' 'AIA,' the AM Logo, and -AIA Contract Documents' registered trademarks and may nor be used without permission. This draft was produced by AM software at 11:21:27 ET on 01/12/2022 6 under Order No.2114277864 which expires on 01/09/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents* Terms of Service. To report copyright violations, e-mail copyright@aia.org. Os. I4alo: (1113090681) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F completion of the Work or, at the Owner's option, shall be sold by the Contractor. Any amounts realized from such sales shall be credited to the Owner as a deduction from the Cost of the Work. § 7.5 Costs of Other Materials and Equipment, Temporary Facilities and Related Items § 7.5.1 Costs of transportation, storage, installation, dismantling, maintenance, and removal of materials, supplies, temporary facilities, machinery, equipment and hand tools not customarily owned by construction workers that are provided by the Contractor at the site and fully consumed in the performance of the Work. Costs of materials, supplies, temporary facilities, machinery, equipment, and tools, that are not fully consumed, shall be based on the cost or value of the item at the time it is first used on the Project site less the value of the item when it is no longer used at the Project site. Costs for items not fully consumed by the Contractor shall mean fair market value. § 7.5.2 Rental charges for temporary facilities, machinery, equipment, and hand tools not customarily owned by construction workers that are provided by the Contractor at the site, and the costs of transportation, installation, dismantling, minor repairs, and removal of such temporary facilities, machinery, equipment, and hand tools. Rates and quantities of equipment owned by the Contractor, or a related party as defined in Section 7.8, shall be subject to the Owner's prior approval. The total rental cost of any such equipment may not exceed the purchase price of any comparable item. § 7.5.3 Costs of removal of debris from the site of the Work and its proper and legal disposal. § 7.5.4 Costs of the Contractor's site office, including general office equipment and supplies, § 7.5.5 Costs of materials and equipment suitably stored off the site at a mutually acceptable location, subject to the Owner's prior approval. § 7.6 Miscellaneous Costs § 7.6.1 Premiums for that portion of insurance and bonds required by the Contract Documents that can be directly attributed to this Contract. The cost of Subcontractor bonds shall be invoiced at actual cost as a cost of the work and reviewed with the Owner Representative at time of engagement. Builders Risk insurance shall be provided by the Contractor and invoiced at actual cost of the Work and reviewed with the Owner's representative at time of engagement. § 7.6.1.1 Costs for self-insurance, for either full or partial amounts of the coverages required by the Contract Documents, with the Owner's prior approval. § 7.6.1.2 Costs for insurance through a captive insurer owned or controlled by the Contractor, with the Owner's prior approval. § 7.6.2 Sales, use, or similar taxes, imposed by a governmental authority, that are related to the Work and for which the Contractor is liable. § 7.6.3 Fees and assessments for the building permit, and for other permits, licenses, and inspections, for which the Contractor is required by the Contract Documents to pay. § 7.6.4 Fees of laboratories for tests required by the Contract Documents; except those related to defective or nonconforming Work for which reimbursement is excluded under Article 13 of AIA Document A201-2017 or by other provisions of the Contract Documents, and which do not fall within the scope of Section 7.7.3. § 7.6.5 Royalties and license fees paid for the use of a particular design, process, or product, required by the Contract Documents. § 7.6.5.1 The cost of defending suits or claims for infringement of patent rights arising from requirements of the Contract Documents, payments made in accordance with legal judgments against the Contractor resulting from such suits or claims, and payments of settlements made with the Owner's consent, unless the Contractor had reason to believe that the required design, process or product was an infringement of a copyright or a patent, and the Contractor failed to promptly furnish such information to the Architect as required by Article 3 of AIA Document ALA, Oeeman0 A102- - 2017. Copyright 9 1920, 1925, 1951, 195a, 1961, 1963, 1967, 1974, 1978, 1987, 1997, 2007 and 2017 by The American lnlfltU[e of Atehltects. All rights reserved. The 'American Institute of Architects,' ^AIA,^ the AIA Logo, and -AIA Contract Oocumants' are registered trademe Ike and may notbewithout permission. This draft was produced by ALA software at 11:21:27 E On 01/12/2022 under Order No.2114277864 which ex,ithe on 01/09/2023, is not for r sale, is licensed for one-time use only, and my only be used in accordance vlth the AIA contract Documents' Terms of Service. to report copyright violations, a -mil copy[ight8aia.org. 0met hate.: (1113090681) DocuSign Envelope ID: B49EC3B7-7571-42CF-A801-3C262D70CA5F A201-2017. The costs of legal defenses, judgments, and settlements, shall not be included in the Cost of the Work used to calculate the Contractor's Fee or subject to the Guaranteed Maximum Price. § 7.6.6 Costs for communications services, electronic equipment, and software, directly related to the Work and located at the site, with the Owner's prior approval. § 7.6.7 Costs of document reproductions and delivery charges. § 7.6.8 Deposits lost for causes other than the Contractor's negligence or failure to fulfill a specific responsibility in the Contract Documents. § 7.6.9 Legal, mediation and arbitration costs, including attorneys' fees, other than those arising from disputes between the Owner and Contractor, reasonably incurred by the Contractor after the execution of this Agreement in the performance of the Work and with the Owner's prior approval, which shall not be unreasonably withheld. § 7.6.10 Expenses incurred in accordance with the Contractor's standard written personnel policy for relocation and temporary living allowances of the Contractor's personnel required for the Work, with the Owner's prior approval. § 7.6.11 That portion of the reasonable expenses of the Contractor's supervisory or administrative personnel incurred while traveling in discharge of duties connected with the Work. § 7.7 Other Costs and Emergencies § 7.7.1 Other costs incurred in the performance of the Work, with the Owner's prior approval. § 7.7.2 Costs incurred in taking action to prevent threatened damage, injury, or loss, in case of an emergency affecting the safety of persons and property, as provided in Article 10 of AIA Document A201-2017. § 7.7.3 Costs of repairing or correcting damaged or nonconforming Work executed by the Contractor, Subcontractors, or suppliers, provided that such damaged or nonconforming Work was not caused by the negligence of, or failure to fulfill a specific responsibility by, the Contractor, and only to the extent that the cost of repair or correction is not recovered by the Contractor from insurance, sureties, Subcontractors, suppliers, or others. § 7.8 Related Party Transactions § 7.8.1 For purposes of this Section 7.8, the term "related party" shall mean (1) a parent, subsidiary, affiliate, or other entity having common ownership of, or sharing common management with, the Contractor; (2) any entity in which any stockholder in, or management employee of, the Contractor holds an equity interest in excess of ten percent in the aggregate; (3) any entity which has the right to control the business or affairs of the Contractor; or (4) any person, or any member of the immediate family of any person, who has the right to control the business or affairs of the Contractor. § 7.8.2 If any of the costs to be reimbursed arise from a transaction between the Contractor and a related party, the Contractor shall notify the Owner of the specific nature of the contemplated transaction, including the identity of the related party and the anticipated cost to be incurred, before any such transaction is consummated or cost incurred. If the Owner, after such notification, authorizes the proposed transaction in writing, then the cost incurred shall be included as a cost to be reimbursed, and the Contractor shall procure the Work, equipment, goods, or service, from the related party, as a Subcontractor, according to the terms of Article 10. If the Owner fails to authorize the transaction in writing, the Contractor shall procure the Work, equipment, goods, or service from some person or entity other than a related party according to the terms of Article 10. ARTICLE 8 COSTS NOT TO BE REIMBURSED § 8.1 The Cost of the Work shall not include the items listed below: .1 Salaries and other compensation of the Contractor's personnel stationed at the Contractor's principal office or offices other than the site office, except as specifically provided in Section 7.2, or as may be provided in Article 15; .2 Bonuses, profit sharing, incentive compensation, and any other discretionary payments, paid to anyone hired by the Contractor or paid to any Subcontractor or vendor, unless the Owner has provided prior approval; AIA Oxsot M027 - 2027. Copyright O 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1976, 1967, 1997, 2007 and 2017 by She American Institute Of Architects. All rights reserved. The -American Institute of Architects," -AIA,^ the AIA Logo, and -AIA Contract Documents are rag13tered trademarks and may nor be used without permission. This draft was produced by AIA software at 11:21:27 ET on 01/12/2022 8 under Order No.2114277864 which expires on 01/09/2023, Is not for resale, is licensed for one-time sonly, and may only be used In alto[dance with the AIA Contract Donamente To.. of Servile. To report copyright violations, e-mail copyright8aia.org. Owr Motu: (1113090681) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F Expenses of the Contractor's principal office and offices other than the site office; Overhead and general expenses, except as may be expressly included in Article 7; The Contractor's capital expenses, including interest on the Contractor's capital employed for the Work; Except as provided in Section 7.7.3 of this Agreement, costs due to the negligence of, or failure to fulfill a specific responsibility of the Contract by, the Contractor, Subcontractors, and suppliers, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable; Any cost not specifically and expressly described in Article 7; and Costs, other than costs included in Change Orders approved by the Owner, that would cause the Guaranteed Maximum Price to be exceeded. ARTICLE 9 DISCOUNTS, REBATES AND REFUNDS § 9.1 Cash discounts obtained on payments made by the Contractor shall accrue to the Owner if (I) before making the payment, the Contractor included the amount to be paid, less such discount, in an Application for Payment and received payment from the Owner, or (2) the Owner has deposited funds with the Contractor with which to make payments; otherwise, cash discounts shall accrue to the Contractor. Trade discounts, rebates, refunds, and amounts received from sales of surplus materials and equipment shall accrue to the Owner, and the Contractor shall make provisions so that they can be obtained. § 9.2 Amounts that accrue to the Owner in accordance with the provisions of Section 9.1 shall be credited to the Owner as a deduction from the Cost of the Work. ARTICLE 10 SUBCONTRACTS AND OTHER AGREEMENTS § 10.1 Those portions of the Work that the Contractor does not customarily perform with the Contractor's own personnel shall be performed under subcontracts or other appropriate agreements with the Contractor. The Owner may designate specific persons from whom, or entities from which, the Contractor shall obtain bids. The Contractor shall obtain bids from Subcontractors, and from suppliers of materials or equipment fabricated especially for the Work, who are qualified to perform that portion of the Work in accordance with the requirements of the Contract Documents. The Contractor shall deliver such bids to the Architect and Owner with an indication as to which bids the Contractor intends to accept. The Owner then has the right to review the Contractor's list of proposed subcontractors and suppliers in consultation with the Architect and, subject to Section 10.1.1, to object to any subcontractor or supplier. Any advice of the Architect, or approval or objection by the Owner, shall not relieve the Contractor of its responsibility to perform the Work in accordance with the Contract Documents. The Contractor shall not be required to contract with anyone to whom the Contractor has reasonable objection. § 10.1.1 When a specific subcontractor or supplier (1) is recommended to the Owner by the Contractor; (2) is qualified to perform that portion of the Work; and (3) has submitted a bid that conforms to the requirements of the Contract Documents without reservations or exceptions, but the Owner requires that another bid be accepted, then the Contractor may require that a Change Order be issued to adjust the Guaranteed Maximum Price by the difference between the bid of the person or entity recommended to the Owner by the Contractor and the amount of the subcontract or other agreement actually signed with the person or entity designated by the Owner. § 10.2 Subcontracts or other agreements shall conform to the applicable payment provisions of this Agreement, and shall not be awarded on the basis of cost plus a fee without the Owner's prior written approval. If a subcontract is awarded on the basis of cost plus a fee, the Contractor shall provide in the subcontract for the Owner to receive the same audit rights with regard to the Subcontractor as the Owner receives with regard to the Contractor in Article 11. ARTICLE 11 ACCOUNTING RECORDS The Contractor shall keep full and detailed records and accounts related to the Cost of the Work, and exercise such controls, as may be necessary for proper financial management under this Contract and to substantiate all costs incurred. The accounting and control systems shall be satisfactory to the Owner. The Owner and the Owner's auditors shall, during regular business hours and upon reasonable notice, be afforded access to, and shall be permitted to audit and copy, the Contractor's records and accounts, including complete documentation supporting accounting entries, books, job cost reports, correspondence, instructions, drawings, receipts, subcontracts, Subcontractor's proposals, Subcontractor's invoices, purchase orders, vouchers, memoranda, and other data relating to this Contract. The Contractor shall preserve these records for a period of three years after final payment, or for such longer period as may be required by law. AIR Doa®ent ALOY - 2017. Copyright C 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997, 2007 and 2017 by The Ametican Institute of Architects. All rights reserved. the -American Institute of Architects,- -AIA,- the AIA Logo. and -AIA Contract Documents. are registered trademarks and may not be used without permission. This draft was produced by AIA software at ll:21:27 ET on 01/12/2022 under Order No.2114277864 which expires on 01/0912023, is not for resale, is licensed for one-time asonly, and may only be used in ordance with the AIA Contract Documents' Terms of Service. To report copyright violations, a -mail copyright8aia.org. User Notes: (1113090681) DocuSign Envelope ID: B49EC3B7-757142CF-A8D1-3C262D70CA5F ARTICLE 12 PAYMENTS § 12.1 Progress Payments § 12.1.1 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. § 12.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, or as follows: « Thirty (30) day Davment after invoice has been aooroved by the Architect and Owner. » § 12.1.3 Provided that an Application for Payment is received by the Architect not later than the tQ3rd n day of a month, the Owner shall make payment of the amount certified to the Contractor not later than the « last)) day of the following 99 month. If an Application for Payment is received by the Architect after the application date fixed above, payment of the amount certified shall be made by the Owner not later than «thirt » ( <e30 » ) days after the Architect receives the Application for Payment. (Federal, state or local laws may require payment within a certain period of time.) § 12.1.4 With each Application for Payment, the Contractor shall submit payrolls, petty cash accounts, receipted invoices or invoices with check vouchers attached, and any other evidence required by the Owner or Architect to demonstrate that payments already made by the Contractor on account of the Cost of the Work equal or exceed progress payments already received by the Contractor plus payrolls for the period covered by the present Application for Payment, less that portion of the progress payments attributable to the Contractor's Fee. § 12.1.5 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 Guaranteed Maximum Price among: (1) the various portions of the Work; (2) any contingency for costs that are included in the Guaranteed Maximum Price but not otherwise allocated to another line item or included in a Change Order; and (3) the Contractor's Fee. § 12.1.5.1 The schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as the Architect may require. The schedule of values shall be used as a basis for reviewing the Contractor's Applications for Payment. § 12.1.5.2 The allocation of the Guaranteed Maximum Price under this Section 12.1.5 shall not constitute a separate guaranteed maximum price for the Cost of the Work of each individual line item in the schedule of values. § 12.1.5.3 When the Contractor allocates costs from a contingency to another line item in the schedule of values, the Contractor shall submit supporting documentation to the Architect and Owner. § 12.1.6 Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. The percentage of completion shall be the lesser of (1) the percentage of that portion of the Work which has actually been completed; or (2) the percentage obtained by dividing (a) the expense that has actually been incurred by the Contractor on account of that portion of the Work and for which the Contractor has made payment or intends to make payment prior to the next Application for Payment, by (b) the share of the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values. § 12.1.7 In accordance with AIA Document A201-2017 and subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as follows: § 12.1.7.1 The amount of each progress payment shall first include: .1 That portion of the Guaranteed Maximum Price properly allocable to completed Work as determined by multiplying the percentage of completion of each portion of the Work by the share of the Guaranteed Maximum Price allocated to that portion of the Work in the most recent schedule of values; A Oae®n6 M027 - 2017. Copyright O 1920, 1925, 1951. 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architect.. All rights reserved. The `American Institute of Architects,' ^AIA.^ the AIA Logo, and 'AIA Contract Documents' are registered tradewrks and may not be used Without permission. This draft e s produced by AIA softeare at 11:21:27 ET on 01/12/2022 10 under Order No.2114277864 Mich expires on 01/09/2023, is not for resale, is licensed for one-time use only, and Way only be used in ecptnanee with the AIA Contract Documents- To. of service. To report copyright violations, e-mail eopyright8aia.org. 0ser Ustm: (11130906811 DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F .2 That portion of the Guaranteed Maximum Price properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the completed construction or, if approved in writing in advance by the Owner, suitably stored off the site at a location agreed upon in writing; .3 That portion of Construction Change Directives that the Architect determines, in the Architect's professional judgment, to be reasonably justified; and A The Contractor's Fee, less retainage shall be computed upon the Cost of the Work described in the preceding Sections 12.1.7.1.1 and 12.1_7.1.2 at the rate stated in Section 5.1.1 or, if the Contractor's Fee is stated as a fixed sum in that Section, an amount that bears the same ratio to that fixed -sum fee as the Cost of the Work included in Sections 12.1.7.1.1 and 12.1.7.1.2 bears to a reasonable estimate of the probable Cost of the Work upon its completion. § 12.1.7.2 The amount of each progress payment shall then be reduced by: .1 The aggregate of any amounts previously paid by the Owner; .2 The amount, if any, for Work that remains uncorrected and for which the Architect has previously withheld a Certificate for Payment as provided in Article 9 of AIA Document A201-2017; .3 Any amount for which the Contractor does not intend to pay a Subcontractor or material supplier, unless the Work has been performed by others the Contractor intends to pay; A For Work performed or defects discovered since the last payment application, any amount for which the Architect may withhold payment, or nullify a Certificate of Payment in whole or in part, as provided in Article 9 of AIA Document A201-2017; .5 The shortfall, if any, indicated by the Contractor in the documentation required by Section 12.1.4 to substantiate prior Applications for Payment, or resulting from errors subsequently discovered by the Owner's auditors in such documentation; and .6 Retainage withheld pursuant to Section 12.1.8. § 12.1.8 Retainage § 12.1.8.1 For each progress payment made prior to Substantial Completion of the Work, the Owner may withhold the following amount, as retainage, from the payment otherwise due: (Insert a percentage or amount to be withheld as retainage from each Application for Payment. The amount of retainage may be limited by governing law.) ((Ten percent (10%) Retainame» § 12.1.8.1.1 The following items are not subject to retainage: (Insert any items not subject to the withholding ofretainage, such as general conditions, insurance, etc.) a Material vendors as itemized and noted on the AIA-G703 Payment application and approved by the Owner. » § 12.1.8.2 Reduction or limitation of retainage, if any, shall be as follows: (If the retainage established in Section 12.1.8.1 is to be modified prior to Substantial Completion of the entire Work, insert provisions for such modification.) <<At 50% completion as determined by the AIA-G703 payment application, retainage (including previous applications) shall be reduced to 5%. Reduction of Retainage is subject to Owner's approval based on the Work progressing satisfactorily and Contractor is not in default or any of its obligations under the Contract Document; Subject to Owner's approval i) § 12.1.8.3 Except as set forth in this Section 12.1.8.3, upon Substantial Completion of the Work, the Contractor may submit an Application for Payment that includes the retainage withheld from prior Applications for Payment pursuant to this Section 12.1.8. The Application for Payment submitted at Substantial Completion shall not include retainage as follows: (Insert any other conditions for release of retainage, such as upon completion of the Owner's audit and reconciliation, upon Substantial Completion.) Retainage Payment is subject to the completion of the Owner's Audit and Reconciliation and completion of Project Punchlist, a AIA reassume U027 - 2017. Copyright 0 1920, 1325, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1587, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The 'American Institute of Architects." "AIA," the AIA Logo, and "AIA Contract Documents^ ,1,1 are registered trademarks and may not be used without permission. This draft was produced by AIA software at 11:21:27 ET on 01/12/2022 under Order No.2114277864 which expires on 01/09/2023, is not for resale, is licensed for o e-time sonly, and may only be used in accordance with the AIA Contract Donmentsa Terms of Service. To report copyright violations, a -mail opyrightfiaia.org. Oa. Metes: (1113090681) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F § 12.1.9 If final completion of the Work is materially delayed through no fault of the Contractor, the Owner shall pay the Contractor any additional amounts in accordance with Article 9 of AIA Document A201-2017. § 12.1.10 Except with the Owner's prior written approval, the Contractor shall not make advance payments to suppliers for materials or equipment which have not been delivered and suitably stored at the site. § 12.1.11 The Owner and the Contractor shall agree upon a mutually acceptable procedure for review and approval of payments to Subcontractors, and the percentage of retainage held on Subcontracts, and the Contractor shall execute subcontracts in accordance with those agreements. § 12.1.12 In taking action on the Contractor's Applications for Payment the Architect shall be entitled to rely on the accuracy and completeness of the information furnished by the Contractor, and such action shall not be deemed to be a representation that (1) the Architect has made a detailed examination, audit, or arithmetic verification, of the documentation submitted in accordance with Section 12.1.4 or other supporting data; (2) that the Architect has made exhaustive or continuous on -site inspections; or (3) that the Architect has made examinations to ascertain how or for what purposes the Contractor has used amounts previously paid on account of the Contract. Such examinations, audits, and verifications, if required by the Owner, will be performed by the Owner's auditors acting in the sole interest of the Owner. § 12.2 Final Payment § 12.2.1 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 Article 12 of AIA Document A201-2017, and to satisfy other requirements, if any, which extend beyond final payment; .2 the Contractor has submitted a final accounting for the Cost of the Work and a final Application for Payment; and .3 a final Certificate for Payment has been issued by the Architect in accordance with Section 12.2.2. § 12.2.2 Within 30 days of the Owner's receipt of the Contractor's final accounting for the Cost of the Work, the Owner shall conduct an audit of the Cost of the Work or notify the Architect that it will not conduct an audit. § 12.2.2.1 If the Owner conducts an audit of the Cost of the Work, the Owner shall, within 10 days after completion of the audit, submit a written report based upon the auditors' findings to the Architect. § 12.2.2.2 Within seven days after receipt of the written report described in Section 12.2.2.1, or receipt of notice that the Owner will not conduct an audit, and provided that the other conditions of Section 12.2.1 have been met, the Architect will either issue to the Owner a final Certificate for Payment with a copy to the Contractor, or notify the Contractor and Owner in writing of the Architect's reasons for withholding a certificate as provided in Article 9 of AIA Document A201-2017. The time periods stated in this Section 12.2.2 supersede those stated in Article 9 of AIA Document A201-2017. The Architect is not responsible for verifying the accuracy of the Contractor's final accounting. § 12.2.2.3 If the Owner's auditors' report concludes that the Cost of the Work, as substantiated by the Contractor's final accounting, is less than claimed by the Contractor, the Contractor shall be entitled to request mediation of the disputed amount without seeking an initial decision pursuant to Article 15 of AIA Document A201-2017. A request for mediation shall be made by the Contractor within 30 days after the Contractor's receipt of a copy of the Architect's final Certificate for Payment. Failure to request mediation within this 30-day period shall result in the substantiated amount reported by the Owner's auditors becoming binding on the Contractor. Pending a final resolution of the disputed amount, the Owner shall pay the Contractor the amount certified in the Architect's final Certificate for Payment. § 12.2.3 The Owner's final payment to the Contractor shall be made no later than 30 days after the issuance of the Architect's final Certificate for Payment, or as follows: a D AIA Document A102- - 2017. Copyright if 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997, 2007 and 2017 by She American Institute of Architects. All rights reserved. The -American Ivtitule of Amhf [errs.^ 'AIA,' the AIA Logo, antl 'AIA Contract Documents^ are registered trademarks and may not be used without permission. This draft was produced by AIA software at 11:21:27 IT on 01/12/2022 12 under Order No.2114271064 which expires on 01/0912023, is not fox resale, is licensed for one-time use only, and my only be used in accordance with the AIA Contract Documents* Terns of Service. To report copyright violations, e-mail copyrightaaia.org. U. Motes: (11130906811 DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F § 12.2.4If, subsequent to final payment, and at the Owner's request, the Contractor incurs costs, described in Article 7 and not excluded by Article 8, to correct defective or nonconforming Work, the Owner shall reimburse the Contractor for such costs, and the Contractor's Fee applicable thereto, on the same basis as if such costs had been incurred prior to final payment, but not in excess of the Guaranteed Maximum Price. If adjustments to the Contract Sum are provided for in Section 5.1.7, the amount of those adjustments shall be recalculated, taking into account any reimbursements made pursuant to this Section 12.2.4 in determining the net amount to be paid by the Owner to the Contractor. § 12.3Interest Payments due and unpaid under the Contract shall bear interest from the date payment, per Article 12. I. 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 any.) v>>%<< a ARTICLE 13 DISPUTE RESOLUTION § 13.1 Initial Decision Maker The Architect will serve as Initial Decision Maker pursuant to Article 15 of AIA Document A201-2017, unless the parties appoint below another individual, not a party to the Agreement, to serve as Initial Decision Maker. (If the parties mutually agree, insert the name, address and other contact information of the Initial Decision Maker, if other than the Architect.) a Project Advocates» a 3833 Rideetoo Lane» Plano TX 75074 Contact: Phil Miller>s § 13.2 Binding Dispute Resolution For any Claim subject to, but not resolved by mediation pursuant to Article 15 of AIA Document A201-2017, the method of binding dispute resolution shall be as follows: (Check the appropriate box.) [ a a ] Arbitration pursuant to Section 15 of AIA Document A201-2017 [ a X a ] Litigation in a court of competent jurisdiction [ e a ] Other (Specify) a If the Owner and Contractor do not select a method of binding dispute resolution, or do not subsequently agree in writing to a binding dispute resolution method other than litigation, Claims will be resolved by litigation in a court of competent jurisdiction. ARTICLE 14 TERMINATION OR SUSPENSION § 14.1 Termination § 14.1.1 The Contract may be terminated by the Owner or the Contractor as provided in Article 14 of AIA Document A201-2017. § 14.1.2 Termination by the Owner for Cause § 14.1.2.1 If the Owner terminates the Contract for cause as provided in Article 14 of AIA Document A201-2017, the amount, if any, to be paid to the Contractor under Article 14 of AIA Document A201-2017 shall not cause the Guaranteed Maximum Price to be exceeded, nor shall it exceed an amount calculated as follows: .1 Take the Cost of the Work incurred by the Contractor to the date of termination; ATA 0mnoent AlW - 2017. Copyright ® 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights. [eserved. me ^American Institute of Architects,' ^AIA,^ the AIA Logo, and "AIA Contract Documentss are registered trademarks and may net beused without permission. This draft was produced by AIA software at 11:21:27 ET on 0t/12/2022 13 under Order No.2114277864 which expires on 01/09/2023, is not for resale, is licensed for one-time asonly, and may only be used in accordance with the AIA Contract Documents* Terms of Service. To report copyright violations, e-mail copyright@aia.org. Oa.c Nato: (1113090681) DowSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F .2 Add the Contractor's Fee, computed upon the Cost of the Work to the date of termination at the rate stated in Section 5.1_1 or, if the Contractor's Fee is stated as a fixed sum in that Section, an amount that bears the same ratio to that fixed -sum Fee as the Cost of the Work at the time of termination bears to a reasonable estimate of the probable Cost of the Work upon its completion; .3 Subtract the aggregate of previous payments made by the Owner; and .4 Subtract the costs and damages incurred, or to be incurred, by the Owner under Article 14 of AIA Document A201-2017. § 14.1.2.2 The Owner shall also pay the Contractor fair compensation, either by purchase or rental at the election of the Owner, for any equipment owned by the Contractor that the Owner elects to retain and that is not otherwise included in the Cost of the Work under Section 14.1.2.1.1. To the extent that the Owner elects to take legal assignment of subcontracts and purchase orders (including rental agreements), the Contractor shall, as a condition of receiving the payments referred to in this Article 14, execute and deliver all such papers and take all such steps, including the legal assignment of such subcontracts and other contractual rights of the Contractor, as the Owner may require for the purpose of fully vesting in the Owner the rights and benefits of the Contractor under such subcontracts or purchase orders. § 14.1.3 Termination by the Owner for Convenience If the Owner terminates the Contract for convenience in accordance with Article 14 of AIA Document A201-2017, then the Owner shall pay the Contractor a termination fee as follows: (Insert the amount of or method for determining the fee, if any, payable to the Contractorfollawing a termination for the Owner's convenience.) « If the Owner terminates the Contract for convenience. the Contractor will be paid for Work performed and its fee on Work performed to the point of termination.» § 14.2 Suspension The Work may be suspended by the Owner as provided in Article 14 of AIA Document A201-2017; in such case, the Guaranteed Maximum Price and Contract Time shall be increased as provided in Article 14 of AIA Document A201-2017, except that the term "profit" shall be understood to mean the Contractor's Fee as described in Article 5 and Section 6.4 of this Agreement. ARTICLE 15 MISCELLANEOUS PROVISIONS § 15.1 Where reference is made in this Agreement to a provision of AIA Document A201-2017 or another Contract Document, the reference refers to that provision as amended or supplemented by other provisions of the Contract Documents. § 15.2 The Owner's representative: (Name, address, email address and other information) « Project Advocates » ((Phil Miller and Alma Zamora » «3833 Rideetop Lane» « Plano. TX 75074 n «D « D § 15.3 The Contractor's representative: (Name, address, email address and other information) aTBD» « » a u « » « » «» AIA reaument MW - 2011. Copyright O 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1907, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. ved. The 'American Institute of Architects,- "AIA,^ the AIA Logo, and 'AIA Contract Documents - are registered trademarks and may not be Used Without permission. This draft was produced by AIA software at I1:21:27 6T on 01/12/2022 14 under Order No.2114677864 which expire. on 01/09/2023, is not for resale, is licensed for one-time asonly, and may only be used in CCprdance with the AIA Contract Documents- Terms of Service. To report copyright violation, e-mail copyright@aia.org. V. hots.: (1113090681) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F § 15.4 Neither the Owner's nor the Contractor's representative shall be changed without ten days' prior notice to the other party. § 15.5Insurance and Bonds § 15.5.1 The Owner and the Contractor shall purchase and maintain insurance as set forth in AIA Document A102TAL2017, Standard Form of Agreement Between Owner and Contractor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price, Exhibit A, Insurance and Bonds, and elsewhere in the Contract Documents. § 15.5.2 The Contractor shall provide bonds as set forth in AIA Document A 102TAL2017 Exhibit A, and elsewhere in the Contract Documents. § 15.6 Notice in electronic format, pursuant to Article I of AIA Document A201-2017, may be given in accordance with AIA Document E203TAL2013, Building Information Modeling and Digital Data Exhibit, if completed, or as otherwise set forth below: (Ifother than in accordance with AIA Document E203-1013, insert requirements for delivering notice in electronic format such as name, title, and email address ofthe recipient and whether and how the system will be required to generate a read receipt for the transmission) tt» § 15.7 Other provisions: <t » ARTICLE 16 ENUMERATION OF CONTRACT DOCUMENTS § 16.1 This Agreement is comprised of the following documents: .1 AIA Document A I 02TAI-2017, Standard Form of Agreement Between Owner and Contractor .2 AIA Document A102Tm-2017, Exhibit A, Insurance and Bonds .3 AIA Document A201Tm-2017, General Conditions of the Contract for Construction .4 AIA Document E203TAI-2013, Building Information Modeling and Digital Data Exhibit, dated as indicated below: (Insert the date of the E203-2013 incorporated into this Agreement.) « » .5 Drawings Number Title Date REFERENCE SHEET INDEX CITY OF ANNA 09-20-2023 COMMUNIYT LIBRARY DOCUMENTS —ISSUE FOR PERMIT REFERENCE SHEET INDEX CITY OF ANNA 09-21-2023 PLAZA— 100% CONSTRUCTION DOCUMENTS .6 Specifications Section Title Date Pages Ref Proiect Manual PROJECT MANUAL — 09-20-2023 928 ANNA COMMUNITY lIA 0onmaet A102- - 2017. Copyright 4 1920. 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1918, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All tights reserved. The 'American Institute of Architects,- �AIA," the AIA Logo, and 'AIA Contract Documents' ate registered trademarks and may not be usetl without permission. This draft was produced by AIA software at 11:21:27 ET on 01/12/2022 15 under Order No.2114277864 which expires on 01/0912023, is not for resale, is licensed for o e-time asonly, and may only be, used in accordance with the AIA Contract Docuesntss Terms of Service. To report copyright violations, e-mail copyrightpaia.org. U. Beres: (1113090601) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F Ref Project Manual LIBRARY — VOLUME 1 OF 2 PROJECT MANUAL — ANNA COMMUNITY LIBRARY VOLUME 2 OF 2 09-20-2023 816 .7 Addenda, if any: Number Date Pages ACL -ADDENDUM No. 1 10/12/23 See construction documents ACL - ADDENDUM No. 2 10/13/23 CAP — ADDENDUM No.1 10/12/23 Portions of Addenda relating to bidding or proposal requirements are not part of the Contract Documents unless the bidding or proposal requirements are also enumerated in this Article 16. .8 Other Exhibits: (Check all boxes that apply) [ 41 s ] AIA Document E204T"12017, Sustainable Projects Exhibit, dated as indicated below: (Insert the date ofthe E204-2017 incorporated into this Agreement.) [ a a ] The Sustainability Plan: Title Date [ x X v ] Supplementary and other Conditions of the Contract: Pages Document Title Date Pages CITY OF ANNA RFP CITY OF ANNA, 10-26-2023 TEXAS BID, SPECIFICATION, AND CONTRACT DOCUMENTS .9 Other documents, if any, listed below: (List here any additional documents that are intended to form part of the Contract Documents. AIA Document A201-2017 provides that the advertisement or invitation to bid, Instructions to Bidders, sample forms, the Contractor's bid or proposal, portions ofAddenda relating to bidding or proposal requirements, and other information furnished by the Owner in anticipation of receiving bids or proposals, are not part of the Contract Documents unless enumerated in this Agreement. Any such documents should be listed here only if intended to be part of the Contract Documents.) » This Agreement entered into as of the day and year fast written above. AIA Dx®amt A 02- - 2017. Copyright C 1920, 1925, 1951, L958, 1961, 1963, 1967, 1974, 1978, 1981, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The -American Institute of Architects,' "AIA.- the AIA Logo, and 'AIA Contract Documents' are registered trademarks and may not be used without permission. This draft w s produced by ALA software at 11:21:27 ET on 01/12/2022 16 under Order No.2131277864 which expires on 01/09/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documentea Terms of Service. To report copyright violations, e-mail copyrlght8aia.org. Os. Noires: (1115090681) DocuSign Envelope ID: B49EC3B7-7571.42CF-A8D1-3C262D70CA5F OWNER (Signature) CONTRACTOR (Signature) «»«» «»«» (Printed name and title) (Printed name and title) 1TA Deoment A102' - 2017. Copyright C 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The 'American Institute of Architects,' 'AIA," the AIA Logo, and 'AIA Contract Documents" are registered trademarks and may nobeusedwithout permission. This draft was produced by AIA software at 11:21:27 ET on 01/12/2022 17 under Order No.2114277864 which expires on 01/0912023, is not for resale, is licensed for one-time use only, and may only he used In accordance with the AIA Contract Documents* Terms of Service. To report copyright violations, e-mail mpyrightfala.org. U. Netes: (1113090681) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F m AIA Document A2012017 General Conditions of the Contract for Construction for the following PROJECT: (Name and location or address) THE OWNER: (Name, legal status and address) « »« THE ARCHITECT: (Name, legal status and address) <( DO «» . TABLE OF ARTICLES 1 GENERAL PROVISIONS 2 OWNER 3 CONTRACTOR 4 ARCHITECT 5 SUBCONTRACTORS 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 7 CHANGES IN THE WORK 8 TIME 9 PAYMENTS AND COMPLETION 10 PROTECTION OF PERSONS AND PROPERTY 11 INSURANCE AND BONDS 12 UNCOVERING AND CORRECTION OF WORK 13 MISCELLANEOUS PROVISIONS 14 TERMINATION OR SUSPENSION OF THE CONTRACT 15 CLAIMS AND DISPUTES ADDITIONS;AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form.text is available from the author and should be reviewed.' This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. For guidance in modifying this document to include supplementary conditions, see AfA Document A5031", Guide forjSupplementary Conditions. ELECTRONIC COPYING of any portion of this AIA• Document to another electronic file is prohibited and constitutes a violation of copyright laws as set forth in the footer of this document. AIA Document A201 - 2017. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA,' the AIA Logo, and "AIA Contract 1 Documents" are trademarks of The American Institute of Architects. This draft was produced at 14:36:46 ET on 09/14/2023 under Order No.211439;963 which expires on 01/09/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents* Terms of Service. To report copyright violations, e-mail docinfoeaiacontracts.com. vees Notes: (1702451530) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F INDEX (Topics and numbers in bold are Section headings.) Acceptance of Nonconforming Work 9.6.6, 9.9.3,12.3 Acceptance of Work 9.6.6, 9.8.2, 9.9.3, 9.10.1, 9.10.3, 12.3 Access to Work 3.16, 6.2.1, 12.1 Accident Prevention 10 Acts and Omissions 3.2, 3.3.2, 3.12.8, 3.18, 4.2.3, 8.3.1, 9.5.1, 10.2.5, 10.2.8, 13.3.2, 14.1, 15.1.2, 15.2 Addenda 1.1.1 Additional Costs, Claims for 3.7.4, 3.7.5, 10.3.2, 15.1.5 Additional Inspections and Testing 9.4.2, 9.8.3, 12.2.1,13.4 Additional Time, Claims for 3.2.4, 3.7.4, 3.7.5, 3.10.2, 8.3.2, 15.1.6 Administration of the Contract 3.1.3, 4.2, 9.4, 9.5 Advertisement or Invitation to Bid 1.1.1 Aesthetic Effect 4.2.13 Allowances 3.8 Applications for Payment 4.2.5, 7.3.9, 9.2, 9.3, 9.4, 9.5.1, 9.5.4, 9.6.3, 9.7, 9. 10 Approvals 2.1.1, 2.3.1, 2.5, 3.1.3, 3.10.2, 3.12.8, 3.12.9, 3.12.10.1, 4.2.7, 9.3.2, 13.4.1 Arbitration 8.3.1, 15.3.2,15.4 ARCHITECT 4 Architect, Definition of 4.1.1 Architect, Extent of Authority 2.5, 3.12.7, 4.1.2, 4.2, 5.2, 6.3, 7.1.2, 7.3.4, 7.4, 9.2, 9.3.1, 9.4, 9.5, 9.6.3, 9.8, 9.10.1, 9.10.3, 12.1, 12.2.1, 13.4.1, 13.4.2, 14.2.2, 14.2.4, 15.1.4, 15.2.1 Architect, Limitations of Authority and Responsibility 2.1.1,3.12.4,3.12.8,3.12.10,4.1.2,4.2.1,4.2.2, 4.2.3, 4.2.6, 4.2.7, 4.2.10, 4.2.12, 4.2.13, 5.2.1, 7.4, 9.4.2, 9.5.4, 9.6.4, 15.1.4, 15.2 Architect's Additional Services and Expenses 2.5, 12.2.1, 13.4.2, 13.4.3, 14.2.4 Architect's Administration of the Contract 3.1.3, 3.7.4, 15.2, 9.4.1, 9.5 Architect's Approvals 2.5, 3.1.3, 3.5, 3.10.2, 4.2.7 Architect's Authority to Reject Work 3.5, 4.2.6, 12.1.2, 12.2.1 Architect's Copyright 1.1.7, 1.5 Architect's Decisions 3.7.4, 4.2.6, 4.2.7, 4.2.11, 4.2.12, 4.2.13, 4.2.14, 6.3, 7.3.4, 7.3.9, 8.1.3, 8.3.1, 9.2, 9.4.1, 9.5, 9.8.4, 9.9.1, 13.4.2, 15.2 Architect's Inspections 3.7.4, 4.2.2, 4.2.9, 9.4.2, 9.8.3, 9.9.2, 9.10.1, 13.4 Architect's Instructions 3.2.4, 3.3.1, 4.2.6, 4.2.7, 13.4.2 Architect's Interpretations 4.2.11, 4.2.12 Architect's Project Representative 4.2.10 Architect's Relationship with Contractor 1.1.2, 1.5, 2.3.3, 3.1.3, 3.2.2,12.3, 312.4, 3.3.1, 3.4.2, 3.5,3.7.4,3.7.5,3.9.2,3.9.3,3 10,i11,3.12,3.16, 3.18, 4.1.2, 4.2, 5.2, 6.2.2, 7, 8.3.1, 9.2, 9.3, 9.4, 9.5, 9.7, 9.8, 9.9, 10.2.6, 10.3, 11.3, .12, _ 13.3.2, 13.4, 15.2 Architect's Relationship with Subcontractors 1. 1.2, 4.2.3, 4.2.4, 4.2.6, 9.6.3, 9.6.4, 1.1:3 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, 9.9.21,19.10.1, 13.4 Asbestos 10.3.1 Attorneys' Fees 3.18.1, 9.6.8, 9.10.2, 10.3.3 Award of Separate Contracts 6.1.1, 6.1.2 Award of Subcontracts and Other Contracts for Portions of the Work 5.2 Basic Definitions 11 Bidding Requirements 1.1.1 Binding Dispute Resolution 8.3.1,9.7,11.5,13.1,15.1.2,15.1.3,15.2.1,15.2.5, 15.2.6.1,15.3.1,15.3.2,15.3.3,,15.4.1 Bonds, Lien 7.3.4.4, 9.6.8, 9.10.2, 9.10.3 Bonds, Performance, and Payment_ 7.3.4.4, 9.6.7, 9.10.3, 11.1.2, 11.1.3, 11.5 Building Information Models Use 46d Reliance 1.8 Building Permit 3.7.1 Capitalization 1.3 Certificate of Substantial Completion 9.8.3, 9.8.4, 9.8.5 AIA Document A201 - 2017. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA,' the AIA Logo, and "AIA Contract 2 Documents"' are trademarks of The American Institute of Architects. This draft was produced at 14:36:46 ET on 09/14/2023 under Order No.2114397963 which expires on 01/09/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents• Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Hogs: (1702451530) DocuSign Envelope ID: B43EC3B7-7571-42CF-A8D1-3C262D70CA5F 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, 9.10.1, 9.10.3, 14.1.1.3, 14.2.4, 15.1.4 Certificates of Inspection, Testing or Approval 13.4.4 Certificates of Insurance 9.10.2 Change Orders 1.1.1, 3.4.2, 3.7.4, 3.8.2.3, 3.11, 3.12.8, 4.2.8, 5.2.3, 7.1.2, 7.1.3, 7.2, 7.3.2, 7.3.7, 7.3.9, 7.3.10, 8.3. 1, 9.3.1.1, 9.10.3, 10.3.2, 11.2, 11.5, 12.1.2 Change Orders, Definition of 7.2.1 CHANGES IN THE WORK 2.2.2, 3.11, 4.2.8, 7, 7.2.1, 7.3.1, 7.4, 8.3.1, 9.3. 1. 1, 11.5 Claims, Definition of 15.1.1 Claims, Notice of 1.6.2, 15.1.3 CLAIMS AND DISPUTES 3.2.4, 6.1.1, 6.3, 7.3.9, 9.3.3, 9.10.4, 10.3.3,15, 15.4 Claims and Timely Assertion of Claims 15.4.1 Claims for Additional Cost 3.2.4, 3.3.1, 3.7.4, 7.3.9, 9.5.2, 10.2.5, 10.3.2, 15.1.5 Claims for Additional Time 3.2.4, 3.3.1, 3.7.4, 6.1.1, 8.3.2, 9.5.2, 10.3.2,15.1.6 Concealed or Unknown Conditions, Claims for 3.7.4 Claims for Damages 3.2.4, 3.18, 8.3.3, 9.5.1, 9.6.7, 10.2.5, 10.3.3, 11.3, 11.3.2, 14.2.4, 15.1.7 Claims Subject to Arbitration 15.4.1 Cleaning Up 3.15, 6.3 Commencement of the Work, Conditions Relating to 2.2.1, 3.2.2, 3.4.1, 3.7.1, 3.10.1, 3.12.6, 5.2.1, 5.2.3, 6.2.2, 8.1.2, 8.2.2, 8.3.1, 11.1, 11.2,15.1.5 Commencement of the Work, Definition of 8.1.2 Communications 3.9.1, 4.2.4 Completion, Conditions Relating to 3.4.1, 3.11, 3.15, 4.2.2, 4.2.9, 8.2, 9.4.2, 9.8, 9.9. 1, 9.10, 12.2, 14.1.2, 15.1.2 COMPLETION, PAYMENTS AND 9 Completion, Substantial 3.10.1, 4.2.9, 8.1.1, 8.1.3, 8.2.3, 9.4.2, 9.8, 9.9. 1, 9.10.3, 12.2, 15.1.2 Compliance with Laws 2.3.2, 3.2.3, 3.6, 3.7, 3.12.10, 3.13, 9.6.4, 10.2.2, 13.1, 13.3, 13.4.1, 13.4.2, 13.5, 14.1.1, 14.2.1.3, 15.2.8, 15.4.2, 15.4.3 Concealed or Unknown Conditions 3.7.4, 4.2.8, 8.3.1, 10.3 Conditions of the Contract 1.1.1, 6.1.1, 6.1.4 Consent, Written 3.4.2, 3.14.2, 4.1.2, 9.8.5, 9.9.1, 9.10.2, 9.10.3, 13.2, 15.4.4.2 Consolidation or Joinder 15.4.4 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 1.1.4, 6 Construction Change Directive, Definition of 7.3.1 Construction Change Directives 1.1.1,3.4.2,3.11,3.12.8,4.2.89,7.1.1;7.1.2,7.1.3, 7.3, 9.3.1.1 Construction Schedules, Contractor's 3.10,3.11,3.12.1,3.12.2,6.1.3, 15.16.2 Contingent Assignment of Subcontracts 5.4, 14.2.2.2 Continuing Contract Performance 15.1.4 Contract, Definition of 1.1.2 CONTRACT, TERMINATION OR SUSPENSION OF THE 5.4.1.1, 5.4.2, 11.5,14 Contract Administration 3.1.3, 4, 9.49 9.5 Contract Award and Execution, Conditions Relating to 3.7.1, 3.10, 5.2, 6.1 Contract Documents, Copies Furnished and Use of 1.5.2, 2.3.6, 5.3 Contract Documents, Definition of 1.1.1 Contract Sum 2.2.2, 2.2.4, 3.7.4, 3.7.5, 3.8, 3.10.2, 5.2.3, 7.3, 7.4, 9.1, 9.2, 9.4.2, 9.5.1.4, 9.6.7, 9.7, 10.3.2, l 1.5, 12.1.2, 12.3, 14.2.4, 14.3.2, 15.1.4.2, 15.1.59 15.2.5 Contract Sum, Definition of 9.1 Contract Time 1.1.4,2.2.1,2.2.2,3.7.4,3.7.5,3.10.2,5:2.3,6.1.5, 7.2.1.3,7.3.1,7.3.5,7.3.6,7,7,7.3.1097.4,8.1.1, 8.2.1, 8.2.3, 8.3.1, 9.5.1, 9.7, 10.3.29 12.1.1, 12.1.2, 14.3.2,15.1.4.2,15.1.6.1,15.2.5- Contract Time, Definition of 8.1.1 CONTRACTOR 3 Contractor, Definition of 3.1, 6.1.2 Contractor's Construction and Submittal Schedules 3.10, 3.12.1, 3.12.2, 4.2.3, 6.1.39 15.1.6.2 AIA Document A201 - 2017. Copyright C 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. `The American Institute of Architects,' `American Institute of Architects," "AIA,' the AIA Logo, and "AIA Contract 3 Documents' are trademarks of The American Institute of Architects. This draft was produced at 14:36:46 ET on 09/14/2023 under Order No.2114397963 which expires on 01/09/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents* Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. IIser Notes: (1702451530) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F Contractor's Employees 2.2.4, 3.3.2, 3.4.3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2, 10.3, 11.3, 14.1, 14.2.1.1 Contractor's Liability Insurance 11.1 Contractor's Relationship with Separate Contractors and Owner's Forces 3.12.5, 3.14.2, 4.2.4, 6, 11.3, 12.2.4 Contractor's Relationship with Subcontractors 1.2.2, 2.2.4, 3.3.2, 3.18.1, 3.18.2, 4.2.4, 5, 9.6.2, 9.6.7, 9.10.2, 11.2, 11.3, 11.4 Contractor's Relationship with the Architect 1.1.2, 1.5, 2.3.3, 3.1.3, 3.2.2, 3.2.3, 3.2.4, 3.3.1, 3.4.2, 3.5.1, 3.7.4, 3.10, 3.11, 3.12, 3.16, 3.18, 4.2, 5.2, 6.2.2, 7, 8.3.1, 9.2, 9.3, 9.4, 9.5, 9.7, 9.8, 9.9, 10.2.6, 10.3, 11.3, 12, 13.4, 15.1.3, 15.2.1 Contractor's Representations 3.2.1, 3.2.2, 3.5, 3.12.6, 6.2.2, 8.2.1, 9.3.3, 9.8.2 Contractor's Responsibility for Those Performing the Work 3.3.2, 3.18, 5.3, 6.1.3, 6.2, 9.5.1, 10.2.8 Contractor's Review of Contract Documents 3.2 Contractor's Right to Stop the Work 2.2.2, 9.7 Contractor's Right to Terminate the Contract 14.1 Contractor's Submittals 3.10, 3.11, 3.12, 4.2.7, 5.2.1, 5.2.3, 9.2, 9.3, 9.8.2, 9.8.3, 9.9.1, 9.10.2, 9.10.3 Contractor's Superintendent 3.9, 10.2.6 Contractor's Supervision and Construction Procedures 1.2.2, 3.3, 3.4, 3.12.10, 4.2.2, 4.2.7, 6.1.3, 6.2.4, 7.1.3, 7.3.4, 7.3.6, 8.2, 10, 12, 14, 15.1.4 Coordination and Correlation 1.2, 3.2.1, 3.3.1, 3.10, 3.12.6, 6.1.3, 6.2.1 Copies Furnished of Drawings and Specifications 1.5, 2.3.6, 3.11 Copyrights 1.5, 3.17 Correction of Work 2.5, 3.7.3, 9.4.2, 9.8.2, 9.8.3, 9.9.1, 12.1.2,12.2, 12.3, 15.1.3.1, 15.1.3.2, 15.2.1 Correlation and Intent of the Contract Documents 1.2 Cost, Definition of 7.3.4 Costs 2.5, 3.2.4, 3.7.3, 3.8.2, 3.15.2, 5.4.2, 6.1.1, 6.2.3, 7.3.3.3, 7.3.4, 7.3.8, 7.3.9, 9.10.2, 10.3.2, 10.3.6, 11.2, 12.1.2, 12.2.1, 12.2.4, 13.4, 14 Cutting and Patching 3.14, 6.2.5 Damage to Construction of Owner or Separate Contractors 3.14.2, 6.2.4, 10.2.1.2, 10.2.5, 10.4, 12.2.4 Damage to the Work 3.14.2, 9.9.1, 10.2.1.2, 10.2.5, 10.4, 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, 11.3.2, 11.3, 14.2.4, 15.1.7 Damages for Delay 6.2.3, 8.3.3, 9.5.1.6, 9.7, 10.3.2, 14.3.2 Date of Commencement of the Work, Definition of 8.1.2 Date of Substantial Completion, Definition of 8.1.3 Day, Definition of 8.1.4 Decisions of the Architect 3.7.4,4.2.6,4.2.7,4.2.11,4.2.12,4.2.13,6.3,7.3.49 7.3.9,8.1.3,8.3.1,9.2,9.4,9.5.1,9.84,9.9.1, 13.4.2, 14.2.2, 14.2.4, 15.1, 15.2 Decisions to Withhold Certification 9.4.1, 9.5, 9.7, 14.1.1.3 Defective or Nonconforming Work, Acceptance, Rejection and Correction of 2.5, 3.5, 4.2.6, 6.2.3, 9.5.1, 9.5.3, 9.6.6, 9.8.2, 9.9.3, 9.10.4, 12.2.1 Definitions 1.1,2.1.1,3.1.1,3.5,3.12.1,3.12.2,3.12.3,4.1.1,5.1, 6.1.2, 7.2.1, 7.3.1, 8.1, 9.1, 9.8.1, 15:1.1 Delays and Extensions of Time 3.2, 3.7.4, 5.2.3, 7.2.1, 7.3.1, 7.4, 8.3, 9.5.1, 9.7, 10.3.2, 10.4, 14.3.2,15.1.6, 15.2.5 Digital Data Use and Transmission 1.7 Disputes 6.3, 7.3.9, 15.1, 15.2 Documents and Samples at the Site 3.11 Drawings, Definition of 1.1.5 Drawings and Specifications, Use and Ownership of 3.11 Effective Date of Insurance 8.2.2 Emergencies 10.4, 14.1.1.2, 15.1.5 Employees, Contractor's 3.3.2, 3.4.3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4:2.6, 10.2, 10.3.3, 11.3, 14.1, 14.2.1.1 Equipment, Labor, or Materials 1.1.3, 1.1.6, 3.4, 3.5, 3.8.2, 3.8.3, 3.12, 3.13, 3.15.1, 4.2.6, 4.2.7, 5.2.1, 6.2.1, 7.3.4, 9.3.2, 9.3.3, 9.5.1.3, 9.10.2, 10.2.1, 10.2.4, 14.2.1.1, 14.2.1.2 Execution and Progress of the Work 1.1.3, 1.2.1, 1.2.2, 2.3.4, 2.3.6, 3.1, 3.3.1, 3.4.1, 3.7.1, 3.10.1, 3.12, 3.14, 4.2, 6.2.2, 7.1.3, 7.3.6, 8.2, 9.5. 1, 9.9.1, 10.2, 10.3, 12.1, 12.2, 14.2, 14.3.1, 15.1.4 AIA Document A201 - 2017. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. `The American Institute of Architects,' `American Institute of Architects,' "AIA,' the AIA Logo, and `AIA Contract 4 Documents' are trademarks of The American Institute of Architects. This draft was produced at 14:36:46 ET on 09/14/2023 under Order No.2114397963 which expires on 01/09/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. Us. Notes: (1702451530) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F Extensions of Time 3.2.4, 3.7.4, 5.2.3, 7.2.1, 7.3, 7.4, 9.5.1, 9.7, 10.3.2, 10.4, 14.3, 15.1.6,15.2.5 Failure of Payment 9.5.1.3, 9.7, 9.10.2, 13.5, 14.1.1.3, 14.2.1.2 Faulty Work (See Defective or Nonconforming Work) Final Completion and Final Payment 4.2.1, 4.2.9, 9.8.2, 9.10, 12.3, 14.2.4, 14.4.3 Financial Arrangements, Owner's 2.2.1, 13.2.2, 14.1.1.4 GENERAL PROVISIONS 1 Governing Law 13.1 Guarantees (See Warranty) Hazardous Materials and Substances 10.2.4,10.3 Identification of Subcontractors and Suppliers 5.2.1 Indemnification 3.17, 3.18, 9.6.8, 9.10.2, 10.3.3, 11.3 Information and Services Required of the Owner 2.1.2, 2.2, 2.3, 3.2.2, 3.12.10.1, 6.1.3, 6.1.4, 6.2.5, 9.6.1, 9.9.2, 9.10.3, 10.3.3, 11.2, 13.4.1, 13.4.2, 14.1.1.4, 14.1.4, 15.1.4 Initial Decision 15.2 Initial Decision Maker, Definition of 1.1.8 Initial Decision Maker, Decisions 14.2.4, 15.1.4.2, 15.2.1, 15.2.2, 15.2.3, 15.2.4, 15.2.5 Initial Decision Maker, Extent of Authority 14.2.4, 15.1.4.2, 15.2.1, 15.2.2, 15.2.3, 15.2.4, 15.2.5 Injury or Damage to Person or Property 10.2.8, 10.4 Inspections 3.1.3, 3.3.3, 3.7.1, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.3, 9.9.2, 9.10.1, 12.2.1, 13.4 Instructions to Bidders Instructions to the Contractor 3.2.4, 3.3.1, 3.8.1, 5.2.1, 7, 8.2.2, 12, 13.4.2 Instruments of Service, Definition of 1.1.7 Insurance 6.1.1, 7.3.4, 8.2.2, 9.3.2, 9.8.4, 9.9.1, 9.10.2, 10.2.5, 11 Insurance, Notice of Cancellation or Expiration 11.1.4, 11.2.3 Insurance, Contractor's Liability 11.1 Insurance, Effective Date of 8.2.2, 14.4.2 Insurance, Owner's Liability 11.2 Insurance, Property 10.2.5, 11.2, 11.4, 11.5 Insurance, Stored Materials 9.3.2 INSURANCE AND BONDS 11 Insurance Companies, Consent to Partial Occupancy 9.9.1 Insured loss, Adjustment and Settlement of 11.5 Intent of the Contract Documents 1.2.1, 4.2.7, 4.2.12, 4.2.13 Interest 13.5 Interpretation 1.1.8, 1.2.3, 1.4, 4.1.1, 5.1, 6.1.2, 15.1.1 Interpretations, Written 4.2.11, 4.2.12 Judgment on Final Award 15.4.2 Labor and Materials, Equipment._ 1.1.3, 1.1.6, 3.4, 3.5, 3.8.2, 3.8.3, 3.12, 3.13, 3.15. 1, 5.2.1, 6.2.1, 7.3.4, 9.3.2, 9.3.3, 9.5.1.3, 9.10.2, 10.2.1, 10.2.4, 14.2.1.1, 14.2.1.2 Labor Disputes 8.3.1 Laws and Regulations 1.5, 2.3.2, 3.2.3, 3.2.4, 3.6, 3.7, 3.12.10, 3.13, 9.6.4, 9.9.1,10.2.2,13.1,13.3.1,13.4.2,13.5,14,15.2.8, 15.4 Liens 2.1.2, 9.3.1, 9.3.3, 9.6.8, 9.10.2, 9.10.4, 15.2.8 Limitations, Statutes of 12.2.5, 15.1.2, 15.4.1.1 Limitations of Liability 3.2.2,3.5,3.12.10,3.12.10.1,3.17,3.18.1,4.2.6, 4.2.7, 6.2.2, 9.4.2, 9.6.4, 9.6.7, 9.6.8 10.2.5, 10.3.3, 11.3, 12.2.5, 13.3.1 Limitations of Time 2.1.2, 2.2, 2.5, 3.2.2, 3.10, 3.11, 3.12.5, 3.15.1, 4.2.7, 5.2, 5.3, 5.4.1, 6.2.4, 7.3, 7.4, 8.2, 9.2, 9.3.1, 9.3.3, 9.4.1, 9.5, 9.6, 9.7, 9.8, 9.9, 9.10, 12.2, .,13.4, 14, 15, 15.1.2, 15.1.3, 15.1.5 Materials, Hazardous 10.2.4,10.3 Materials, Labor, Equipment and 1.1.3, 1.1.6,3.4.1,3.5,3.8.2,38.3,3.12,3.13,3.15.1, 5.2.1, 6.2.1, 7.3.4, 9.3.2, 9.3.3, 9.5.1.3, 9.10.2, 10.2.1.2, 10.2.4, 14.2.1.1, 14.2.1.2 Means, Methods, Techniques, Sequences and Procedures of Construction 3.3.1, 3.12.10, 4.2.2, 4.2.7, 9.4.2 Mechanic's Lien 2.1.2, 9.3.1, 9.3.3, 9.6.8, 9.10.2, 9.10.4, 15.2.8 Mediation 8.3.1,15.1.3.2,15.2.1,15.2.5,15.2.6,15.3,15.4.1, 15.4.1.1 AIA Document A201 - 2017. Copyright 0 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA,' the AIA Logo, and "AIA Contract 5 Documents' are trademarks of The American Institute of Architects. This draft was produced at 14:36:46 ET on 09/14/2023 under Order No.2114397963 xhich expires on 01/09/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents• Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. user dotes: (1702451530) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CASF Minor Changes in the Work 1. 1. 1, 3.4.2, 3.12.8, 4.2.8, 7.1, 7.4 MISCELLANEOUS PROVISIONS 13 Modifications, Definition of 1.1.1 Modifications to the Contract 1. 1. 1, 1. 1.2, 2.5, 3.11, 4.1.2, 4.2.1, 5.2.3, 7, 8.3.1, 9.7, 10.3.2 Mutual Responsibility 6.2 Nonconforming Work, Acceptance of 9.6.6, 9.9.3,12.3 Nonconforming Work, Rejection and Correction of 2.4, 2.5, 3.5, 4.2.6, 6.2.4, 9.5.1, 9.8.2, 9.9.3, 9.10.4, 12.2 Notice 1.6, 1.6.1, 1.6.2, 2.1.2, 2.2.2., 2.2.3, 2.2.4, 2.5, 3.2.4, 3.3.1, 3.7.4, 3.7.5, 3.9.2, 3.12.9, 3.12.10, 5.2.1, 7.4, 8.2.2 9.6.8, 9.7, 9.10.1, 10.2.8, 10.3.2, 11.5, 12.2.2.1, 13.4.1, 13.4.2, 14.1, 14.2.2, 14.4.2, 15.1.3, 15.1.5, 15.1.6, 15.4.1 Notice of Cancellation or Expiration of Insurance 11.1.4, 11.2.3 Notice of Claims 1.6.2, 2.1.2, 3.7.4, 9.6.8, 10.2.8,15.1.3, 15.1.5, 15.1.6, 15.2.8, 15.3.2, 15.4.1 Notice of Testing and Inspections 13.4.1, 13.4.2 Observations, Contractor's 3.2, 3.7.4 Occupancy 2.3.1, 9.6.6, 9.8 Orders, Written 1.1.1, 2.4, 3.9.2, 7, 8.2.2, 11.5, 12.1, 12.2.2.1, 13.4.2, 14.3.1 OWNER 2 Owner, Definition of 2.1.1 Owner, Evidence of Financial Arrangements 2.2, 13.2.2, 14.1.1.4 Owner, Information and Services Required of the 2.1.2, 2.2, 2.3, 3.2.2, 3.12.10, 6.1.3, 6.1.4, 6.2.5, 9.3.2, 9.6.1, 9.6.4, 9.9.2, 9.10.3, 10.3.3,11.2, 13.4.1, 13.4.2, 14.1.1.4, 14.1.4, 15.1.4 Owner's Authority 1.5, 2.1.1, 2.3.32.4, 2.5, 3.4.2, 3.8.1, 3.12.10, 3.14.2, 4.1.2, 4.2.4, 4.2.9, 5.2.1, 5.2.4, 5.4.1, 6.1, 6.3, 7.2.1, 7.3.1, 8.2.2, 8.3.1, 9.3.2, 9.5.1, 9.6.4, 9.9.1, 9.10.2, 10.3.2, 11.4,11.5, 12.2.2, 12.3, 13.2.2, 14.3, 14.4, 15.2.7 Owner's Insurance 11.2 Owner's Relationship with Subcontractors 1. 1.2, 5.2, 5.3, 5.4, 9.6.4, 9.10.2, 14.2.2 Owner's Right to Carry Out the Work 2.5, 14.2.2 Owner's Right to Clean Up 6.3 Owner's Right to Perform Construction and to Award Separate Contracts 6.1 Owner's Right to Stop the Work 2.4 Owner's Right to Suspend the Work 14.3 Owner's Right to Terminate the Contract 14.2, 14.4 Ownership and Use of Drawings, Specifications and Other Instruments of Seryice 1.1.1, 1.1.6, 1.1.7,1.5, 2.3.6, 3.2.2,111, 3.17, 4.2.121 5.3 Partial Occupancy or Use 9.6.6, 9.9 Patching, Cutting and 3.14, 6.2.5 Patents 3.17 Payment, Applications for 4.2.5, 7.3.9, 9.2, 9.3, 9.4, 9.5, 9.63, 9.'7, 9.8.5, 9.10.1, 14.2.3, 14.2.4, 14.4.3 Payment, Certificates for 4.2.5,4.2.9,9.3.3,9.4,9.5,9.6.1,9.6.0,9.7,9.10.1, 9.10.3, 14.1.1.3, 14.2.4 Payment, Failure of 9.5.1.3, 9.7, 9.10.2, 13.5, 14.1.1.3, 14.2.1.2 Payment, Final 4.2.1, 4.2.9, 9.10, 12.3, 14.2.4,14.4.3 Payment Bond, Performance 'Bond and 7.3.4.4, 9.6.7, 9.10.3, 11.1.2 Payments, Progress 9.3, 9.6, 9.8.5, 9.10.3, 14.2.3, 15.1.4 PAYMENTS AND COMPLETION 9 Payments to Subcontractors 5.4.2, 9.5.1.3, 9.6.2, 9.6.3, 9.6.4, 9.6.7, 14.2.1.2 PCB 10.3.1 Performance Bond and Payment Bond'. 7.3.4.4, 9.6.7, 9.10.3, 11.1.2 Permits, Fees, Notices and Compliance with Laws 2.3.1, 3.7, 3.13, 7.3.4.4, 10.2.2 PERSONS AND PROPERTY, PROTECTION OF 10 Polychlorinated Biphenyl 10.3.1 Product Data, Definition of 3.12.2 Product Data and Samples, Shop Drawings 3.11, 3.12, 4.2.7 AIA Document A201 - 2017. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects,' "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract 6 Documents' are trademarks of The American Institute of Architects. This draft was produced at 14:36:46 ET on 09/14/2023 under Order No.2114397963 which expires on 01/09/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents* Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. user Notes: (1702451530) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F Progress and Completion 4.2.2, 8.2, 9.8, 9.9.1, 14.1.4, 15.1.4 Progress Payments 9.3, 9.6, 9.8.5, 9.10.3, 14.2.3, 15.1.4 Project, Definition of 1.1.4 Project Representatives 4.2.10 Property Insurance 10.2.5,11.2 Proposal Requirements 1.1.1 PROTECTION OF PERSONS AND PROPERTY 10 Regulations and Laws 1.5, 2.3.2, 3.2.3, 3.6, 3.7, 3.12.10, 3.13, 9.6.4, 9.9. 1, 10.2.2, 13.1, 13.3, 13.4.1, 13.4.2, 13.5, 14,15.2.8, 15.4 Rejection of Work 4.2.6, 12.2.1 Releases and Waivers of Liens 9.3.1, 9.10.2 Representations 3.2.1, 3.5, 3.12.6, 8.2.1, 9.3.3, 9.4.2, 9.5.1, 9. 10.1 Representatives 2.1.1,3.1.1,3.9,4.1.1,4.2.10, 13.2.1 Responsibility for Those Performing the Work 3.3.2, 3.18, 4.2.2, 4.2.3, 5.3, 6.1.3, 6.2, 6.3, 9.5. 1, 10 Retainage 9.3.1, 9.6.2, 9.8.5, 9.9.1, 9.10.2, 9.10.3 Review of Contract Documents and Field Conditions by Contractor 3.2, 3.12.7, 6.1.3 Review of Contractor's Submittals by Owner and Architect 3.10.1, 3.10.2, 3.11, 3.12, 4.2, 5.2, 6.1.3, 9.2, 9.8.2 Review of Shop Drawings, Product Data and Samples by Contractor 3.12 Rights and Remedies 1.1.2,2.4,2.5,3.5,3.7.4,3.15.2,4.2.6,5.3,5.4,6.1, 6.3, 7.3.1, 8.3, 9.5.1, 9.7, 10.2.5, 10.3, 12.2.1, 12.2.2, 12.2.4, 13.3, 14, 15.4 Royalties, Patents and Copyrights 3.17 Rules and Notices for Arbitration 15.4.1 Safety of Persons and Property 10.2, 10.4 Safety Precautions and Programs 3.3.1, 4.2.2, 4.2.7, 5.3,10.1, 10.2, 10.4 Samples, Definition of 3.12.3 Samples, Shop Drawings, Product Data and 3.11, 3.12, 4.2.7 Samples at the Site, Documents and 3.11 Schedule of Values 9.2, 9.3.1 Schedules, Construction 3.10, 3.12.1, 3.12.2, 6.1.3, 15.1.6.2 Separate Contracts and Contractors 1.1.4,3.12.5,3.14.2,4.2.4,4.2.7,6,8.3.1, 12.1.2 Separate Contractors, Definition of 6.1.1 Shop Drawings, Definition of 3.12.1 Shop Drawings, Product Data and Samples 3.11, 3.12, 4.2.7 Site, Use of 3.13, 6.1.1, 6.2.1 Site Inspections 3.2.2, 3.3.3, 3.7.1, 3.7.4, 4.2, 9.9.2, 9.4.2, 9.10.1, 13.4 Site Visits, Architect's 3.7.4, 4.2.2, 4.2.9, 9.4.2, 9.5.1, 9.9.2, 9.10.1, 13.4 Special Inspections and Testing 4.2.6, 12.2.1, 13.4 Specifications, Definition of 1.1.6 Specifications 1.1.1, 1.1.6, 1.2.2, 1.5, 3.12.10, 3.171) 4.2.14 Statute of Limitations 15.1.2, 15.4.1.1 Stopping the Work 2.2.2, 2.4, 9.7, 10.3,14.1 Stored Materials 6.2.1, 9.3.2, 10.2.1.2, 10.2.4 Subcontractor, Definition of 5.1.1 SUBCONTRACTORS 5 Subcontractors, Work by 1.2.2, 3.3.2, 3.12.1, 3.18, 4.2.3, 5.2.3, 5.3, 5.4, 9.3.1.2, 9.6.7 Subcontractual Relations 5.3, 5.4, 9.3.1.2, 9.6, 9.10, 10.2.1, 14.1, 14.2.1 Submittals 3.10, 3.11, 3.12, 4.2.7, 5.2.1, 5.2.3, 7.3.4, 9.2, 9.3, 9.8, 9.9.1, 9.10.2, 9.10.3 Submittal Schedule 3.10.2, 3.12.5, 4.2.7 Subrogation, Waivers of 6.1.1, 11.3 Substances, Hazardous 10.3 Substantial Completion 4.2.9, 8.1.1, 8.1.3, 8.2.3, 9.4.2, 9.8, 9.9.1, 9.10.3, 12.2, 15.1.2 Substantial Completion, Definition of 9.8.1 Substitution of Subcontractors 5.2.3, 5.2.4 Substitution of Architect 2.3.3 AIA Document A201 - 2017. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA,"' the ALA Logo, and "AIA Contract 7Documents" are trademarks of The American Institute of Architects. This draft was produced at 14:36:46 ET on 09/14/2023 under Order No.2114397963 which expires on 01/09/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents* Terms of Service. To report copyright violations, e-mail docinfo2aiacontracts.com. User Notes: (1702451530) DocuSign Envelope ID: B49EC3B7-7571-42CF-A801-3C262D70CA5F Substitutions of Materials 3.4.2, 3.5, 7.3.8 Sub -subcontractor, Definition of 5.1.2 Subsurface Conditions 3.7.4 Successors and Assigns 13.2 Superintendent 3.9, 10.2.6 Supervision and Construction Procedures 1.2.2, 3.3, 3.4, 3.12.10, 4.2.2, 4.2.7, 6.1.3, 6.2.4, 7.1.3, 7.3.4, 8.2, 8.3.1, 9.4.2, 10, 12, 14, 15.1.4 Suppliers 1.5, 3.12.1, 4.2.4, 4.2.6, 5.2.1, 9.3, 9.4.2, 9.5.4, 9.6, 9.10.5, 14.2.1 Surety 5.4.1.2, 9.6.8, 9.8.5, 9.10.2, 9.10.3, 11.1.2, 14.2.2, 15.2.7 Surety, Consent of 9.8.5, 9.10.2, 9.10.3 Surveys 1.1.7, 2.3.4 Suspension by the Owner for Convenience 14.3 Suspension of the Work 3.7.5, 5.4.2, 14.3 Suspension or Termination of the Contract 5.4.1.1, 14 Taxes 3.6, 3.8.2.1, 7.3.4.4 Termination by the Contractor 14.1, 15.1.7 Termination by the Owner for Cause 5.4.1.1, 14.2, 15.1.7 Termination by the Owner for Convenience 14.4 Termination of the Architect 2.3.3 Termination of the Contractor Employment 14.2.2 TERMINATION OR SUSPENSION OF THE CONTRACT 14 Tests and Inspections 3.1.3, 3.3.3, 3.7.1, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.3, 9.9.2, 9.10.1, 10.3.2, 12.2.1, 13.4 TIME 8 Time, Delays and Extensions of 3.2.4, 3.7.4, 5.2.3, 7.2.1, 7.3.1, 7.4, 8.3, 9.5.1, 9.7, 10.3.2, 10.4, 14.3.2, 15.1.6, 15.2.5 Time Limits 2.1.2, 2.2, 2.5, 3.2.2, 3.10, 3.11, 3.12.5, 3.15.1, 4.2, 5.2, 5.3, 5.4, 6.2.4, 7.3, 7.4, 8.2, 9.2, 9.3.1, 9.3.3, 9.4.1, 9.5, 9.6, 9.7, 9.8, 9.9, 9.10, 12.2, 13.4, 14, 15.1.2, 15.1.3, 15.4 Time Limits on Claims 3.7.4, 10.2.8, 15.1.2, 15.1.3 Title to Work 9.3.2, 9.3.3 UNCOVERING AND CORRECTION OF WORK 12 Uncovering of Work 12.1 Unforeseen Conditions, Concealed or Unknown 3.7.4, 8.3.1, 10.3 Unit Prices 7.3.3.2, 9.1.2 Use of Documents 1.1.1, 1.5, 2.3.6, 3.12.6, 5.3 Use of Site 3.13, 6.1.1, 6.2.1 Values, Schedule of 9.2, 9.3.1 Waiver of Claims by the Architect 13.3.2 Waiver of Claims by the Contractor 9.10.5, 13.3.2, 15.1.7 Waiver of Claims by the Owner 9.9.3, 9.10.3, 9.10.4, 12.2.2.1, 13.3.2, 14.2.4,15.1.7 Waiver of Consequential Damages 14.2.4, 15.1.7 Waiver of Liens 9.3, 9.10.2, 9.10.4 Waivers of Subrogation 6.1.1,11.3 Warranty 3.5, 4.2.9, 9.3.3, 9.8.4, 9.9.1, 9.10.2, 9.104, 12.2.2, 15.1.2 Weather Delays 8.3, 15.1.6.2 Work, Definition of 1.1.3 Written Consent 1.5.2,3.4.2,3.7.4,3.12.8,3.14.2,4.1.2,93.2,9.10.3, 13.2, 13.3.2, 15.4.4.2 Written Interpretations 4.2.11, 4.2.12 Written Orders 1.1.1, 2.4, 3.9, 7, 8.2.2, 12.1, 12.2, 13.4.2, 14.3.1 AIA Document A201 - 2017. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. `The American Institute of Architects,' `American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract 8 Documents' are trademarks of The American Institute of Architects. This draft was produced at 14:36:46 ET on 09/14/2023 under Order No.2114397963 which expires on 01/09/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents• Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. Omar Notam: (1702451530) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F ARTICLE 1 GENERAL PROVISIONS § 1.1 Basic Definitions § 1.1.1 The Contract Documents The Contract Documents are enumerated in the Agreement between the Owner and Contractor (hereinafter the Agreement) and consist of the Agreement, Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to execution of the Contract, other documents listed in the Agreement, and Modifications issued after execution of the Contract. A Modification is (1) a written amendment to the Contract signed by both parties, (2) a Change Order, (3) a Construction Change Directive, or (4) a written order for a minor change in the Work issued by the Architect. Unless specifically enumerated in the Agreement, the Contract Documents do not include the advertisement or invitation to bid, Instructions to Bidders, sample forms, other information furnished by the Owner in anticipation of receiving bids or proposals, the Contractor's bid or proposal, or portions of Addenda relating to bidding or proposal requirements. § 1.1.2 The Contract The Contract Documents form the Contract for Construction. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations, or agreements, either written or oral. The Contract may be amended or modified only by a Modification. The Contract Documents shall not be construed to create a contractual relationship of any kind (1) between the Contractor and the Architect or the Architect's consultants, (2) between the Owner and a Subcontractor or a Sub -subcontractor, (j) between the Owner and the Architect or the Architect's consultants, or (4) between any persons or entities other than the -Owner and the Contractor. The Architect shall, however, be entitled to performance and enforcement of obligations -under the Contract intended to facilitate performance of the Architect's duties. § 1.1.3 The Work The term "Work" means the construction and services required by the Contract Documents, whether completed or partially completed, and includes all other labor, materials, equipment, and services provided or to'be provided by the Contractor to fulfill the Contractor's obligations. The Work may constitute the whole or a part of the Project. § 1.1.4 The Project The Project is the total construction of which the Work performed under the Contract Documents may be the whole or a part and which may include construction by the Owner and by Separate Contractors. § 1.1.5 The Drawings The Drawings are the graphic and pictorial portions of the Contract Documents showing the design, location and dimensions of the Work, generally including plans, elevations, sections, details, schedules, and:, diagrams. § 1.1.6 The Specifications The Specifications are that portion of the Contract Documents consisting of the written requirements for. materials, equipment, systems, standards and workmanship for the Work, and performance of related services. § 1.1.7 Instruments of Service Instruments of Service are representations, in any medium of expression now known or later developed,, of the tangible and intangible creative work performed by the Architect and the Architect's consultants under., their respective professional services agreements. Instruments of Service may include, without limitation, studies, surveys, models, sketches, drawings, specifications, and other similar materials. § 1.1.8 Initial Decision Maker The Initial Decision Maker is the person identified in the Agreement to render initial decisions on Claims in accordance with Section 15.2. The Initial Decision Maker shall not show partiality to the Owner or Contractor and shall not be liable for results of interpretations or decisions rendered in good faith. § 11 Correlation and Intent of the Contract Documents § 1.2.1 The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all; performance by the Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the indicated results. AIA Document A201 - 2017. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1907, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and ^AIA Contract Qocuments" are trademarks of The American Institute of Architects. This draft was produced at 14:36:46 ET on 09/14/2023 under order No.2114397963 which expires on 01/09/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents• Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Rotos: (1702451530) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F § 1.2.1.1 The invalidity of any provision of the Contract Documents shall not invalidate the Contract or its remaining provisions. If it is determined that any provision of the Contract Documents violates any law, or is otherwise invalid or unenforceable, then that provision shall be revised to the extent necessary to make that provision legal and enforceable. In such case the Contract Documents shall be construed, to the fullest extent permitted by law, to give effect to the parties' intentions and purposes in executing the Contract. § 1.2.2 Organization of the Specifications into divisions, sections and articles, and arrangement of Drawings shall not control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade. § 1.2.3 Unless otherwise stated in the Contract Documents, words that have well-known technical or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings. § 1.3 Capitalization Terms capitalized in these General Conditions include those that are (1) specifically defined, (2) the titles of numbered articles, or (3) the titles of other documents published by the American Institute of Architects. § 1.4 Interpretation In the interest of brevity the Contract Documents frequently omit modifying words such as "all" and "any" and articles such as "the" and "an," but the fact that a modifier or an article is absent from one statement and appears in another is not intended to affect the interpretation of either statement. § 1.5 Ownership and Use of Drawings, Specifications, and Other Instruments of Service § 1.5.1 The Architect and the Architect's consultants shall be deemed the authors and owners of -their; respective Instruments of Service, including the Drawings and Specifications, and retain all common law, statutory, and other reserved rights in their Instruments of Service, including copyrights. The Contractor, Subcontractors, Sub - subcontractors, and 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 the Project is not to be construed as publication in derogation of the Architect's or Architect's consultants' reserved rights. § 1.5.2 The Contractor, Subcontractors, Sub -subcontractors, and suppliers are authorized to use and reproduce the Instruments of Service provided to them, subject to any protocols established pursuant to Sections,1.7 and 1.8, solely and exclusively for execution of the Work. All copies made under this authorization shall bear the copyright notice, if any, shown on the Instruments of Service. The Contractor, Subcontractors, Sub -subcontractors, and suppliers may not use the Instruments of Service on other projects or for additions to the Project outside the scope of the Work without the specific written consent of the Owner, Architect, and the Architect's consultants. § 1.6 Notice § 1.6.1 Except as otherwise provided in Section 1.6.2, where the Contract Documents require one party to notify or give notice to the other party, such notice shall be provided in writing to the designated representative of the party to whom the notice is addressed and shall be deemed to have been duly served if delivered in person, by mail, by courier, or by electronic transmission if a method for electronic transmission is set forth in the Agreement. § 1.6.2 Notice of Claims as provided in Section 15.1.3 shall be provided in writing and shall be deemed to have been duly served only if delivered to the designated representative of the party to whom the notice is addressed by certified or registered mail, or by courier providing proof of delivery. § 1.7 Digital Data Use and Transmission The parties shall agree upon protocols governing the transmission and use of Instruments of Service or any other information or documentation in digital form. The parties will use AIA Document E203Tm -2013, Building Information Modeling and Digital Data Exhibit, to establish the protocols for the development, use, transmission, and exchange of digital data. § 1.8 Building Information Models Use and Reliance Any use of, or reliance on, all or a portion of a building information model without agreement to protocols governing the use of, and reliance on, the information contained in the model and without having those protocols set AIA Document A201 - 2017. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA,1 the AIA Logo, and "AIA Contract to Documents" are trademarks of The American Institute of Architects. This draft was produced at 14:36:46 ET on 09/14/2023 under Order No.2114397963 which expires on 01/09/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract DocumentsO Terms of Service. To report copyright violations, e-mail docinfo8aiacontracts.com. user Notfts: (1702451530) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F forth in AIA Document E203T" —2013, Building Information Modeling and Digital Data Exhibit, and the requisite AIA Document G202TM-2013, Project Building Information Modeling Protocol Form, shall be at the using or relying parry's sole risk and without liability to the other party and its contractors or consultants, the authors of, or contributors to, the building information model, and each of their agents and employees. ARTICLE 2 OWNER § 2.1 General § 2.1.1 The Owner is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The Owner shall designate in writing a representative who shall have express authority to bind the Owner with respect to all matters requiring the Owner's approval or authorization. Except as otherwise provided in Section 4.2.1, the Architect does not have such authority. The term "Owner" means the Owner or the Owner's authorized representative. § 2.1.2 The Owner shall furnish to the Contractor, within fifteen days after receipt of a written request, information necessary and 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. § 2.2 Evidence of the Owner's Financial Arrangements § 2.2.1 Prior to commencement of the Work and upon written request by the Contractor, the Owner shall furnish to the Contractor reasonable evidence that the Owner has made financial arrangements to fulfill the Owner's obligations under the Contract. The Contractor shall have no obligation to commence the Work until the. Owner provides such evidence. If commencement of the Work is delayed under this Section 2.2.1, the Contract Time shall be extended appropriately. § 2.2.2 Following commencement of the Work and upon written request by the Contractor, the Owner shall fumish to the Contractor reasonable evidence that the Owner has made financial arrangements to fulfill the Owner's obligations under the Contract only if (1) the Owner fails to make payments to the Contractor as the'Contract Documents require; (2) the Contractor identifies in writing a reasonable concern regarding the Owner's ability to make payment when due; or (3) a change in the Work materially changes the Contract Sum. If the Owner fails to provide such evidence, as required, within fourteen days of the Contractor's request, the Contractor may immediately stop the Work and, in that event, shall notify the Owner that the Work has stopped. However, if the request is made because a change in the Work materially changes the Contract Sum under (3) above, the Contractor may immediately stop only that portion of the Work affected by the change until reasonable evidencels provided. If the Work is stopped under this Section 2.2.2, the Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Contractor's reasonable costs of shutdown, delay andstart-up, plus interest as provided in the Contract Documents. § 2.2.3 After the Owner furnishes evidence of financial arrangements under this Section 2.2, the Owner shall not materially vary such financial arrangements without prior notice to the Contractor. § 2.2.4 Where the Owner has designated information furnished under this Section 2.2 as "confidential," ~,the Contractor shall keep the information confidential and shall not disclose it to any other person: However, the Contractor may disclose "confidential" information, after seven (7) days' notice to the Owner, where disclosure is required by law, including a subpoena or other form of compulsory legal process issued by a court or governmental entity, or by court or arbitrator(s) order. The Contractor may also disclose "confidential" information to its employees, consultants, sureties, Subcontractors and their employees, Sub -subcontractors, and others who need to know the content of such information solely and exclusively for the Project and who agree to maintain the confidentiality of such information. § 2.3 Information and Services Required of the Owner § 2.3.1 Except for permits and fees that are the responsibility of the Contractor under the Contract Documents, including those required under Section 3.7.1, the Owner shall secure and pay for necessary approvals, easements, assessments and charges required for construction, use or occupancy of permanent structures or for permanent changes in existing facilities. AIA Document A201 - 2017. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract 11 Documents are trademarks of The American Institute of Architects. This draft was produced at 14:36:46 ET on 09/14/2023 under Order No.2114397963 which expires on 01/09/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents• Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. agar notes: (1702451530) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F § 2.3.2 The Owner shall retain an architect lawfully licensed to practice architecture, or an entity lawfully practicing architecture, in the jurisdiction where the Project is located. That person or entity is identified as the Architect in the Agreement and is referred to throughout the Contract Documents as if singular in number. § 2.3.3 If the employment of the Architect terminates, the Owner shall employ a successor to whom the Contractor has no reasonable objection and whose status under the Contract Documents shall be that of the Architect. § 2.3.4 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a legal description of the site. The Contractor shall be entitled to rely on the accuracy of information furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work. § 2.3.5 The Owner shall furnish information or services required of the Owner by the Contract Documents with reasonable promptness. The Owner shall also furnish any other information or services under the Owner's control and relevant to the Contractor's performance of the Work with reasonable promptness after receiving the Contractor's written request for such information or services. § 2.3.6 Unless otherwise provided in the Contract Documents, the Owner shall furnish to the Contractor one copy of the Contract Documents for purposes of making reproductions pursuant to Section 1.5.2. § 2A Owner's Right to Stop the Work If the Contractor fails to correct Work that is not in accordance with the requirements of the Contract Documents as required by Section 12.2 or repeatedly fails to carry out Work in accordance with the Contract Documents, the Owner may issue a written order to the Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, the right of the Owner to stop the Work shall not give rise to a. duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity, except to the extent required by Section 6.1.3. § 2.5 Owner's Right to Carry Out the Work If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents -and fails within a ten-day period after receipt of notice from the 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 default or neglect. Such action by the Owner and amounts charged to the Contractor are both subject to prior approval of the Architect and the Architect may, pursuant to Section 9.5.1, withhold or nullify, a Certificate for Payment in whole or in part, to the extent reasonably necessary to reimburse the Owner for thereasonable cost of correcting such deficiencies, including Owner's expenses and compensation for the Architect's additional services made necessary by such default, neglect, or failure. If current and future payments are not sufficient to cover such amounts, the Contractor shall pay the difference to the Owner. If the Contractor disagrees with the. actions of the Owner or the Architect, or the amounts claimed as costs to the Owner, the Contractor may file a Claim pursuant to Article 15. 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 Project is located. The Contractor shall designate in writing a representative who, shall have express authority to bind the Contractor with respect to all matters under this Contract. The term "Contractor" means the Contractor or the Contractor's authorized representative. § 3.1.2 The Contractor shall perform the Work in accordance with the Contract Documents. § 3.1.3 The Contractor shall not be relieved of its obligations to perform the Work in accordance with the Contract Documents either by activities or duties of the Architect in the Architect's administration of the Contract, or by tests, inspections or approvals required or performed by persons or entities other than the Contractor. AIA Document A201 - 2017. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects,^ ^AIA," the AIA Logo, and "AIA Contract 12 Documents' are trademarks of The American Institut@ of Architocts. This draft was produced at 14:36:46 ET on 09/14/2023 under order so.2114397963 which expires on 01/09/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents* Terms of Service. To report copyright violations, e-mail docinfo@alacontracts.com. User Notes: (1702451530) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F § 3.2 Review of Contract Documents and Field Conditions by Contractor § 3.2.1 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site, become generally familiar with local conditions under which the Work is to be performed, and correlated personal observations with requirements of the Contract Documents. § 3.2.2 Because the Contract Documents are complementary, the Contractor shall, before starting each portion of the Work, carefully study and compare the various Contract Documents relative to that portion of the Work, as well as the information furnished by the Owner pursuant to Section 2.3.4, shall take field measurements of any existing conditions related to that portion of the Work, and shall observe any conditions at the site affecting it. These obligations are for the purpose of facilitating coordination and construction by the Contractor and are not for the purpose of discovering errors, omissions, or inconsistencies in the Contract Documents; however, the Contractor shall promptly report to the Architect any errors, inconsistencies or omissions discovered by or made known to the Contractor as a request for information in such form as the Architect may require. It is recognized that the Contractor's review is made in the Contractor's capacity as a contractor and not as a licensed design professional, unless otherwise specifically provided in the Contract Documents. § 3.2.3 The Contractor is not required to ascertain that the Contract Documents are in accordance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, but the Contractor shall promptly report to the Architect any nonconformity discovered by or made known to the Contractor as a request for information in such form as the Architect may require. § 3.2.4 If the Contractor believes that additional cost or time is involved because of clarifications or instructions the Architect issues in response to the Contractor's notices or requests for information pursuant to Sections 3.2.2 or 3.2.3, the Contractor shall submit Claims as provided in Article 15. If the Contractor fails to perform the obligations of Sections 3.2.2 or 3.2.3, the Contractor shall pay such costs and damages to the Owner, subject to Section 15.1.7, as would have been avoided if the Contractor had performed such obligations. If the Contractor performs those obligations, the Contractor shall not be liable to the Owner or Architect for damages resulting'from errors, inconsistencies or omissions in the Contract Documents, for differences between field measurements or conditions and the Contract Documents, or for nonconformities of the Contract Documents to applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public 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. If the Contract Documents give specific instructions concerning construction means, methods, techniques, sequences, or procedures, the Contractor shall evaluate the jobsite safety thereof and shall be solely responsible for the jobsite safety of such means, methods, techniques, sequences, or procedures. If the Contractor determines that such means, methods, techniques, sequences or procedures may not be safe, the Contractor shall give timely notice to the Owner and Architect, and shall propose alternative means, methods, techniques, sequences, or procedures. The Architect shall evaluate the proposed alternative solely for conformance with the design intent for the completed,construction. Unless the Architect objects to the Contractor's proposed alternative, the Contractor shall perform the Work using its alternative means, methods, techniques, sequences, or procedures. § 3.3.2 The Contractor shall be responsible to the Owner for acts and omissions of the Contractor's employees, Subcontractors and their agents and employees, and other persons or entities performing portions of the Work for, or on behalf of, the Contractor or any of its Subcontractors. § 3.3.3 The Contractor shall be responsible for inspection of portions of Work already performed to determine that such portions are in proper condition to receive subsequent Work. § 3.4 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. AIA Document A201 - 2017. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. `The American Institute of Architects," `American Institute of Architects," "AIA,' the AIA Logo, and "AIA Contract 13 Documents' are trademarks of The American Institute of Architects. This draft was produced at 14:36:46 ET on 09/14/2023 under Order No.2114397963 which expires on OL/09/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents• Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1702451530) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F § 3.4.2 Except in the case of minor changes in the Work approved by the Architect in accordance with Section 3.12.8 or ordered by the Architect in accordance with Section 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 shall enforce strict discipline and good order among the Contractor's employees and other persons carrying out the Work. The Contractor shall not permit employment of unfit persons or persons not properly skilled in tasks assigned to them. § 3.5 Warranty § 3.5.1 The Contractor warrants to the Owner and Architect that materials and equipment furnished under the Contract will be of good quality and new unless the Contract Documents require or permit otherwise. The Contractor further warrants that the Work will conform to the requirements of the Contract Documents and will be free from defects, except for those inherent in the quality of the Work the Contract Documents require or permit. Work, materials, or equipment not conforming to these requirements may be considered defective. The Contractor's warranty excludes remedy for damage or defect caused by abuse, alterations to the Work not executed by the Contractor, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. If required by the Architect, the Contractor shall furnish satisfactory evidence as to the kind and,quality of materials and equipment. § 3.5.2 All material, equipment, or other special warranties required by the Contract Documents shall be issued in the name of the Owner, or shall be transferable to the Owner, and shall commence in accordance with Section 9.8.4. § 3.6 Taxes The Contractor shall pay sales, consumer, use and similar taxes for the Work provided by the Contractor that are legally enacted when bids are received or negotiations concluded, whether or not yet effective or merely scheduled to go into effect. § 3.7 Permits, Fees, Notices and Compliance with Laws § 3.7.1 Unless otherwise provided in the Contract Documents, the Contractor shall secure and pay for the building permit as well as for other permits, fees, licenses, and inspections by government agencies necessary for, proper execution and completion of the Work that are customarily secured after execution of the Contract and legally required at the time bids are received or negotiations concluded. § 3.7.2 The Contractor shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities applicable to performance of the Work. § 3.7.3 If the Contractor performs Work knowing it to be contrary to applicable laws, statutes,; ordinances, codes, rules and regulations, or lawful orders of public authorities, the Contractor shall assume appropriate responsibility for such Work and shall bear the costs attributable to correction. § VA Concealed or Unknown Conditions If the Contractor encounters conditions at the site that are (1) subsurface or otherwise concealed physical conditions that differ materially from those indicated in the Contract Documents or (2) unknown physical conditions of an unusual nature that differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract Documents, the Contractor shall promptly provide notice to the Owner and the Architect before conditions are disturbed and in no event later than 14 days after first observance of the conditions. The Architect will promptly investigate such conditions ankif 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 that an equitable adjustment be made 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, stating the reasons. If either party disputes the Architect's determination or recommendation, that party may submit a Claim as provided in Article 15. § 3.7.5 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 AIA Document A201 - 2017. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. `The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract �4 Documents" are trademarks of The American Institute of Architects. This draft was produced at 14:36:46 ET on 09/14/2023 under Order No.2114397963 which expires on 01/09/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents* Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Motes: (1702451530) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F suspend any operations that would affect them and shall notify the Owner and Architect. Upon receipt of such notice, the Owner shall promptly take any action necessary to obtain governmental authorization required to resume the operations. The Contractor shall continue to suspend such operations until otherwise instructed by the Owner but shall continue with all other operations that do not affect those remains or features. Requests for adjustments in the Contract Sum and Contract Time arising from the existence of such remains or features may be made as provided in Article 15. § 3.8 Allowances § 3.8.1 The Contractor shall include in the Contract Sum all allowances stated in the Contract Documents. Items covered by allowances shall be supplied for such amounts and by such persons or entities as the Owner may direct, but the Contractor shall not be required to employ persons or entities to whom the Contractor has reasonable objection. § 3.8.2 Unless otherwise provided in the Contract Documents, .1 allowances shall cover the cost to the Contractor of materials and equipment delivered at the site and all required taxes, less applicable trade discounts; .2 Contractor's costs for unloading and handling at the site, labor, installation costs, overhead, profit, and other expenses contemplated for stated allowance amounts shall be included in the Contract Sum but not in the allowances; and .3 whenever costs are more than or less than allowances, the Contract Sum shall be adjusted, accordingly by Change Order. The amount of the Change Order shall reflect (1) the difference -between actual costs and the allowances under Section 3.8.2.1 and (2) changes in Contractor's costs under Section 3.8.2.2. § 3.8.3 Materials and equipment under an allowance shall be selected by the Owner with reasonable; promptness. § 3.9 Superintendent § 3.9.1 The Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance at the Project site during performance of the Work. The superintendent shall represent the Contractor, and communications given to the superintendent shall be as binding as if given to the Contractor. § 3.9.2 The Contractor, as soon as practicable after award of the Contract, shall notify the Owner and Architect of the name and qualifications of a proposed superintendent. Within 14 days of receipt of the information,'the Architect may notify the Contractor, stating whether the Owner or the Architect (1) has reasonable objection to'the proposed superintendent or (2) requires additional time for review. Failure of the Architect to provide notice- within the 14-day period shall constitute notice of no reasonable objection. § 3.9.3 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 and Submittal Schedules § 3.10.1 The Contractor, promptly after being awarded the Contract, shall submit for the Owner's and Architect's information a Contractor's construction schedule for the Work. The schedule shall contain detail appropriate for the Project, including (1) the date of commencement of the Work, interim schedule milestone dates, and the'date of Substantial Completion; (2) an apportionment of the Work by construction activity; and (3) the time required for completion of each portion of the Work. The schedule shall provide for the orderly progression of the Work to completion and shall not exceed time limits current under the Contract Documents. The schedule -shall be revised at appropriate intervals as required by the conditions of the Work and Project. § 3.10.2 The Contractor, promptly after being awarded the Contract and thereafter as necessary to maintain a current submittal schedule, shall submit a submittal schedule for the Architect's approval. The Architect's approval shall not be unreasonably delayed or withheld. The submittal schedule shall (1) be coordinated with the Contractor's construction schedule, and (2) allow the Architect reasonable time to review submittals. If the Contractor fails to submit a submittal schedule, or fails to provide submittals in accordance with the approved submittal schedule, the Contractor shall not be entitled to any increase in Contract Sum or extension of Contract Time based on the time required for review of submittals. AIA Document A201 - 2017. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. `The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and ^AIA Contract 15 Documents" are trademarks of The American Institute of Architects. This draft was produced at 14:36:46 ET on 09/14/2023 under order No.2114397963 which expires on 01/09/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents' Terms of Service. To report copyright violations, e-mail docinfo9aiacontracts.com. user Votes: (1702451530) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F § 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 make available, at the Project site, the Contract Documents, including Change Orders, Construction Change Directives, and other Modifications, in good order and marked currently to indicate field changes and selections made during construction, and the approved Shop Drawings, Product Data, Samples, and similar required submittals. These shall be in electronic form or paper copy, available to the Architect and Owner, and delivered to the Architect for submittal to the Owner upon completion of the Work as a record of the Work as constructed. § 3.12 Shop Drawings, Product Data and Samples § 3.12.1 Shop Drawings are drawings, diagrams, schedules, and other data specially prepared for the Work by the Contractor or a Subcontractor, Sub -subcontractor, manufacturer, supplier, or distributor to illustrate some portion of the Work. § 3.12.2 Product Data are illustrations, standard schedules, performance charts, instructions, brochures, diagrams, and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work. § 3.12.3 Samples are physical examples that illustrate materials, equipment, or workmanship, and establish standards by which the Work will be judged. § 3.12A Shop Drawings, Product Data, Samples, and similar submittals are not Contract Documents. Their purpose is to demonstrate how the Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents for those portions of the Work for which the Contract Documents require 'submittals. Review by the Architect is subject to the limitations of Section 4.2.7. Informational submittals upowwhich the Architect is not expected to take responsive action may be so identified in the Contract Documents. Submittals that are not required by the Contract Documents may be returned by the Architect without action. § 3.12.5 The Contractor shall review for compliance with the Contract Documents, approve, and submit to the Architect, Shop Drawings, Product Data, Samples, and similar submittals required by the Contracf Documents, in accordance with the submittal schedule approved by the Architect or, in the absence of an approved submittal schedule, with reasonable promptness and in such sequence as to cause no delay in the Work of in`;the activities of the Owner or of Separate Contractors. § 3.12.6 By submitting Shop Drawings, Product Data, Samples, and similar submittals, the Contractor represents to the Owner and Architect that the Contractor has (1) reviewed and approved them, (2) determined and verified materials, field measurements and field construction criteria related thereto, or will do so, and (3) checked and coordinated the information contained within such submittals with the requirements of the Work and, of the Contract 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 the requirements of the Contract Documents by the Architect's approval of Shop Drawings, Product Data, Samples, or similar submittals, unless the Contractor has specifically notified the Architect of such deviation at the time of submittal and (1) the Architect has given written approval to the specific deviation as a minor change in the Work, or (2) a Change Order or Construction Change Directive has been issued authorizing the deviation. The Contractor shall not be relieved of responsibility for errors or omissions in Shop Drawings, Product Data, Samples, or similar submittals, by the Architect's approval thereof. § 3.12.9 The Contractor shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data, Samples, or similar submittals, to revisions other than those requested by the Architect on previous submittals. In the absence of such notice, the Architect's approval of a resubmission shall not apply to such revisions. AIA Document A201 - 2017. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. 'The American Institute of Architects," "American Institute of Architects,' "AIA,' the AIA Logo, and "AIA Contract 1 6 Documents' are trademarks of The American Institute of Architects. This draft was produced at 14:36:46 ET on 09/14/2023 under Order No.2114397963 which expires on 01/09/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents• Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. user Notes: (1702451530) DocuSign Envelope ID: B48EC3B7-7571-42CF-A8D1-3C262D70CA5F § 3.12.10 The Contractor shall not be required to provide professional services that constitute the practice of architecture or engineering unless such services are specifically required by the Contract Documents for a portion of the Work or unless the Contractor needs to provide such services in order to carry out the Contractor's responsibilities for construction means, methods, techniques, sequences, and procedures. The Contractor shall not be required to provide professional services in violation of applicable law. § 3.12.10.1 If professional design services or certifications by a design professional related to systems, materials, or equipment are specifically required of the 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 be entitled to rely upon the adequacy and accuracy of the performance and design criteria provided in the Contract Documents. The Contractor shall cause such services or certifications to be provided by an appropriately licensed design professional, whose signature and seal shall appear on all drawings, calculations, specifications; certifications, Shop Drawings, and other submittals prepared by such professional. Shop Drawings, and other submittals related to the Work, designed or certified by such professional, if prepared by others, shall bear such professional's written approval when submitted to the Architect. The Owner and the Architect shall be entitled to rely upon the adequacy and accuracy of the services, certifications, and approvals performed or provided by such design professionals, provided the Owner and Architect have specified to the Contractor the performance and design criteria that such services must satisfy. Pursuant to this Section 3.12.10, the Architect will review and approve or take other appropriate action on submittals only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. § 3.12.10.2 If the Contract Documents require the Contractor's design professional to certify that the Work has been performed in accordance with the design criteria, the Contractor shall furnish such certifications to.the Architect at the time and in the form specified by the Architect. § 3.13 Use of Site The Contractor shall confine operations at the site to areas permitted by applicable laws, statutes;,ordinances, codes, rules and regulations, 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, or patching shall be restored to`the condition existing prior to the cutting, fitting, or patching, unless otherwise required by the Contract Documents. § 3.14.2 The Contractor shall not damage or endanger a portion of the Work or fully or partially completed construction of the Owner or Separate Contractors by cutting, patching, or otherwise altering such construction, or by excavation. The Contractor shall not cut or otherwise alter construction by the Owner or a Separate Contractor except with written consent of the Owner and of the Separate Contractor. Consent shall not be unreasonably withheld. The Contractor shall not unreasonably withhold, from the Owner or a Separate Contractor, its consent to cutting or otherwise altering the Work. § 3.15 Cleaning Up § 3.15.1 The Contractor shall keep the premises and surrounding area free from accumulation of waste materials and rubbish caused by operations under the Contract. At completion of the Work, the Contractor shall remove waste materials, rubbish, the Contractor's tools, construction equipment, machinery, and surplus materials from and about the Project. § 3.15.2 If the Contractor fails to clean up as provided in the Contract Documents, the Owner may do so and the Owner shall be entitled to reimbursement from the Contractor. § 3.16 Access to Work The Contractor shall provide the Owner and Architect with access to the Work in preparation and progress wherever located. AIA Document A201 - 2017. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," `American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract 17 Documents" are trademarks of The American Institute of Architects. This draft was produced at 14:36:46 ET on 09/14/2023 under Order No.2114397963 which expires on 01/09/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents* Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1702451530) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F § 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 defense or loss when a particular design, process, or product of a particular manufacturer or manufacturers is required by the Contract Documents, or where the copyright violations are contained in Drawings, Specifications, or other documents prepared by the Owner or Architect. However, if an infringement of a copyright or patent is discovered by, or made known to, the Contractor, the Contractor shall be responsible for the loss unless the information is promptly furnished to the Architect. § 3.18 Indemnification § 3.18.1 To the fullest extent permitted by law, the Contractor shall indemnify and hold harmless the Owner, Architect, Architect's consultants, and agents and employees of any of them from and against claims, damages, losses, and expenses, including but not limited to attorneys' fees, arising out of or resulting from performance of the Work, provided that such claim, damage, loss, or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself), but only to the extent caused by the negligent acts or omissions of the Contractor, a Subcontractor, anyone directly or indirectly employed by them, or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss, or' expense is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exist as to a party or person described in this Section 3.18. § 3.18.2 In claims against any person or entity indemnified under this Section 3.18 by an employee of the Contractor, a Subcontractor, anyone directly or indirectly employed by them, or anyone for whose acts ihey may be liable, the indemnification obligation under. Section 3.18.1 shall not be limited by a limitation on amount or type of damages, compensation, or benefits payable by or for the Contractor or a Subcontractor under workers' compensation acts, disability benefit acts, or other employee benefit acts. ARTICLE 4 ARCHITECT § 4.1 General § 4.1.1 The Architect is the person or entity retained by the Owner pursuant to Section 2.3.2 and identified as such in the Agreement. § 4.1.2 Duties, responsibilities, and limitations of authority of the Architect as set forth in the Contract,Documents shall not be restricted, modified, or extended without written consent of the Owner, Contractor,' and'Architect. Consent shall not be unreasonably withheld. § 4.2 Administration of the Contract § 4.2.1 The Architect will provide administration of the Contract as described in the Contract Documents and will be an Owner's representative during construction until the date the Architect issues the final Certificate for Payment. The Architect will have authority to act on behalf of the Owner only to the extent provided in the Con_ tract Documents. § 4.2.2 The Architect will visit the site at intervals appropriate to the stage of construction, or as otherwise agreed with the Owner, to become generally familiar with the progress and quality of the portion of the Work completed, and to determine in general if the Work observed is being performed in a manner indicating that the Work, 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. § 4.2.3 On the basis of the site visits, the Architect will keep the Owner reasonably informed about the progress and quality of the portion of the Work completed, and promptly report to the Owner (1) known deviations from the Contract Documents, (2) known deviations from the most recent construction schedule submitted by the Contractor, and (3) defects and deficiencies observed in the Work. The Architect will not be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. The Architect will not AIA Document A201 - 2017. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract 1 8 Documents' are trademarks of The American Institute of Architects. This draft was produced at 14:36:46 ET on 09/14/2023 under Order No.2114397963 which expires on 01/09/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents• Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.cam. user Notes: (1702451530) DocuSlgn Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F have control over or charge of, and will not be responsible for acts or omissions of, the Contractor, Subcontractors, or their agents or employees, or any other persons or entities performing portions of the Work. § 4.2.4 Communications The Owner and Contractor shall include the Architect in all communications that relate to or affect the Architect's services or professional responsibilities. The Owner shall promptly notify the Architect of the substance of any direct communications between the Owner and the Contractor otherwise relating to the Project. Communications by and with the Architect's consultants shall be through the Architect. Communications by and with Subcontractors and suppliers shall be through the Contractor. Communications by and with Separate Contractors shall be through the Owner. The Contract Documents may specify other communication protocols. § 4.2.5 Based on the Architect's evaluations of the Contractor's Applications for Payment, the Architect will review and certify the amounts due the Contractor and will issue Certificates for Payment in such amounts. § 4.2.6 The Architect has authority to reject Work that does not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable, the Architect will have authority to require inspection or testing of the Work in accordance with Sections 13.4.2 and 13.4.3, whether or not the Work is fabricated, installed or completed. However, neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor,; Subcontractors, suppliers, their agents or employees, or other persons or entities performing portions of the Work. § 4.2.7 The Architect will review and approve, or take other appropriate action upon, the Contractor's submittals such as Shop Drawings, Product Data, and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Architect's action will be taken in accordance with the submittal schedule approved by the Architect or, in the absence of an approved submittal schedule, with reasonable promptness while allowing sufficient time in the Architect's professional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instructions for installation or performance of equipment or systems, all of which remain the responsibility of the Contractor as required by the Contract Documents. The Architect's review of the Contractor's submittals shall not relieve the Contractor of the obligations under Sections 3.3, 3.5, and 3.12. The Architect's review shall not constitute approval of safety precautions or of any construction means, methods, techniques, sequences, or procedures. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a cgmpo'nent. § 4.2.8 The Architect will prepare Change Orders and Construction Change Directives, and may order minor changes in the Work as provided in Section 7.4. The Architect will investigate and make determinations and recommendations regarding concealed and unknown conditions as provided in Section 3.7.4. § 4.2.9 The Architect will conduct inspections to determine the date or dates of Substantial Completion and the date of final completion; issue Certificates of Substantial Completion pursuant to Section 9.8; receive and forward to the Owner, for the Owner's review and records, written warranties and related documents required by the Contract and assembled by the Contractor pursuant to Section 9.10; and issue a final Certificate for Payment pursuant to Section 9.10. § 4.2.10 If the Owner and Architect agree, the Architect will provide one or more Project representatives to assist in carrying out the Architect's responsibilities at the site. The Owner shall notify the Contractor of any charge in the duties, responsibilities and limitations of authority of the Project representatives. § 4.2.11 The Architect will interpret and decide matters concerning performance under, and requirements of, the Contract Documents on written request of either the Owner or Contractor. The Architect's response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. § 4.2.12 Interpretations and decisions of the Architect will be consistent with the intent of, and reasonably inferable from, the Contract Documents and will be in writing or in the form of drawings. When 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. AIA Document A201 - 2017. Copyright o 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. 'The American Institute of Architects,' "American Institute of Architects," "AIA," the AIA Logo, and ^AIA Contract 1 9 Documents' are trademarks of The American Institute of Architects. This draft was produced at 19:36:46 ET on 09/14/2023 under Order No.2114397963 which expires on 01/09/2024, is not for resale, is Licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents• Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1702451530) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F § 4.2.13 The Architect's decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in the Contract Documents. § 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. ARTICLES SUBCONTRACTORS § 5.1 Definitions § 5.1.1 A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the Work at the site. The term "Subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcontractor. The term "Subcontractor" does not include a Separate Contractor or the subcontractors of a Separate Contractor. § 5.1.2 A Sub -subcontractor is a person or entity who has a direct or indirect contract with a Subcontractor to perform a portion of the Work at the site. The term "Sub -subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Sub -subcontractor or an authorized representative ;of the Sub - subcontractor. § 5.2 Award of Subcontracts and Other Contracts for Portions of the Work § 5.2.1 Unless otherwise stated in the Contract Documents, the Contractor, as soon as practicable after award of the Contract, shall notify the Owner and Architect of the persons or entities proposed for each principal portion of the Work, including those who are to furnish materials or equipment fabricated to a special design. Within 14 days of receipt of the information, the Architect may notify the Contractor whether the Owner or the Architect (1) has reasonable objection to any such proposed person or entity or (2) requires additional time for review.Failure of the Architect to provide notice within the 14-day period shall constitute notice of no reasonable objection. § 5.2.2 The Contractor shall not contract with a proposed person or entity to whom the Owner or Architect has made reasonable and timely objection. The Contractor shall not be required to contract with anyone to whom the Contractor has made reasonable objection. § 5.2.3 If the Owner or Architect has reasonable objection to a person or entity proposed by the,Comtractor, the Contractor shall propose another to whom the Owner or Architect has no reasonable objection. ,If the,proposed but rejected Subcontractor was reasonably capable of performing the Work, the Contract Sum and Contract Time shall be increased or decreased by the difference, if any, occasioned by such change, and an appropriate; Change Order shall be issued before commencement of the substitute Subcontractor's Work. However, no increase in the Contract Sum or Contract Time shall be allowed for such change unless the Contractor has acted promptly and responsively in submitting names as required. § 5.2.4 The Contractor shall not substitute a Subcontractor, person, or entity for one previously selected if the Owner or Architect makes reasonable objection to such substitution. § 5.3 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 that the Contractor, by these Contract Documents, assumes toward the Owner and Architect. Each subcontract agreement shall preserve and protect the rights of the Owner and Architect under the Contract Documents with respect to the Work to be performed by the Subcontractor so that subcontracting thereof will not prejudice such rights, and shall allow to the Subcontractor, unless specifically provided otherwise in the subcontract agreement, the benefit of all rights, remedies, and redress against the Contractor that the Contractor, by the Contract Documents, has against the Owner. Where appropriate, the Contractor shall require each Subcontractor to enter into similar agreements with Sub -subcontractors. The Contractor shall make available to each proposed Subcontractor, prior to the execution of the subcontract agreement, copies of the Contract Documents to which the Subcontractor will be bound, and, upon written request of the Subcontractor, identify to the Subcontractor terms and conditions of the proposed subcontract agreement that may be at variance with the Contract Documents. Subcontractors will AIA Document A201 - 2017. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA,"' the AIA Logo, and "AIA Contract 2 0 Documents" are trademarks of The American Institute of Architects. This draft was produced at 14:36:46 ET on 09/14/2023 under order No.2114397963 which expires on 01/09/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents• Terms of Service. To report copyright violations, e-mail docinfo@aiacontracta.com. Oser Notts: (17024SIS30) DocuSign Envelope ID: B43EC3B7-7571-42CF-A8D1-3C262D70CA5F similarly make copies of applicable portions of such documents available to their respective proposed Sub - subcontractors. § 5.4 Contingent Assignment of Subcontracts § 5.4.1 Each subcontract agreement for a portion of the Work is assigned by the Contractor to the Owner, provided that .1 assignment is effective only after termination of the Contract by the Owner for cause pursuant to Section 14.2 and only for those subcontract agreements that the Owner accepts by notifying the Subcontractor and Contractor; and .2 assignment is subject to the prior rights of the surety, if any, obligated under bond relating to the Contract. When the Owner accepts the assignment of a subcontract agreement, the Owner assumes the Contractor's rights and obligations under the subcontract. § 5.4.2 Upon 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 assignment to the Owner under this Section 5.4, the Owner may further assign the subcontract to a successor contractor or other entity. If the Owner assigns the subcontract to a successor contra ctor'or other entity, the Owner shall nevertheless remain legally responsible for all of the successor contractor's obligations. under the subcontract. ARTICLE 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS § 6.1 Owner's Right to Perform Construction and to Award Separate Contracts § 6.1.1 The term "Separate Contractor(s)" shall mean other contractors retained by the Owner,under, separate agreements. The Owner reserves the right to perform construction or operations related to the Project with the Owner's own forces, and with Separate Contractors retained under Conditions of the Contract substantially similar to those of this Contract, including those provisions of the Conditions of the Contract related to insurance and waiver of subrogation. § 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 any Separate Contractors and the Owner in reviewing their construction schedules. The Contractor shalfmake any revisions to its construction schedule deemed necessary after a joint review and mutual agreement. The construction schedules shall then constitute the schedules to be used by the Contractor, Separate Contractors, and _the Owner until subsequently revised. § 6.1.4 Unless otherwise provided in the Contract Documents, when the Owner performs construction or operations related to the Project with the Owner's own forces or with Separate Contractors, the Owner or its Separate Contractors shall have the same obligations and rights that the Contractor has under the Conditions of the Contract, including, without excluding others, those stated in Article 3, this Article 6, and Articles 10, 11, 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 If part 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 notify the Architect of apparent discrepancies or defects in the construction or operations by the Owner or Separate Contractor that would render it unsuitable for proper execution and results of the Contractor's Work. Failure of the Contractor to notify the Architect of apparent discrepancies or defects prior to proceeding with the AIA Document A201 - 2017. Copyright* 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract 21 Documents" are trademarks of The American Institute of Architects. This draft was produced at 14:36:46 ET on 09/14/2023 under Order No.2114397963 which expires on 01/09/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. user notes: 41702451530) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F Work shall constitute an acknowledgment that the Owner's or Separate Contractor's completed or partially completed construction is fit and proper to receive the Contractor's Work. The Contractor shall not be responsible for discrepancies or defects in the construction or operations by the Owner or Separate Contractor that are not apparent. § 6.2.3 The Contractor shall reimburse the Owner for costs the Owner incurs that are payable to a Separate Contractor because of the Contractor's delays, improperly timed activities or defective construction. The Owner shall be responsible to the Contractor for costs the Contractor incurs because of a Separate Contractor's delays, improperly timed activities, damage to the Work or defective construction. § 6.2.4 The Contractor shall promptly remedy damage that the Contractor wrongfully causes to completed or partially completed construction or to property of the Owner or Separate Contractor as provided in Section 10.2.5. § 6.2.5 The Owner and each Separate Contractor shall have the same responsibilities for cutting and patching as are described for the Contractor in Section 3.14. § 6.3 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. § 7.1.3 Changes in the Work shall be performed under applicable provisions of the Contract Documents. The Contractor shall proceed promptly with changes in the Work, unless otherwise provided in the Chaage,,Order, Construction Change Directive, or order for a minor change in the Work. § 7.2 Change Orders § 7.2.1 A Change Order is a written instrument prepared by the Architect and signed by the Owner, Contractor, and Architect stating their agreement upon all of the following: .1 The change in the Work; .2 The amount of the adjustment, if any, in the Contract Sum; and .3 The extent of the adjustment, if any, in the Contract Time. § 7.3 Construction Change Directives § 7.3.1 A Construction Change Directive is a written order prepared by the Architect and signed by the�Owner and Architect, directing a change in the Work prior to agreement on adjustment, if any, in the Contract Sum or Contract Time, or both. The Owner may by Construction Change Directive, without invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of additions, deletions, or other revisions, the Contract Sum and Contract Time being adjusted accordingly. § 7.3.2 A Construction Change Directive shall be used in the absence of total agreement on the terms of a Change Order. § 7.3.3 If the Construction Change Directive provides for an adjustment to the Contract Sum, the adjustment shall be based on one of the following methods: .1 Mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation; .2 Unit prices stated in the Contract Documents or subsequently agreed upon; AIA Document A201 - 2017. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects,' "American Institute of Architects," "AIA,' the AIA Logo, and "ALA Contract 22 Documents" are trademarks of The American Institute of Architects. This draft was produced at 14:36:46 ET on 09/14/2023 under Order No.2114397963 which expires on 01/09/2024, is not for resale, is licensed for one use only, and may only be used in accordance with the AIA Contract Documents• Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Not*s: (1702451530) DocuSign Envelope ID: B49EC3B7-757142CF-A8D1-3C262D70CA5F .3 Cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee; or .4 As provided in Section 7.3.4. § 7.3.4 If the Contractor does not respond promptly or disagrees with the method for adjustment in the Contract Sum, the Architect shall determine the adjustment on the basis of reasonable expenditures and savings of those performing the Work attributable to the change, including, in case of an increase in the Contract Sum, an amount for overhead and profit as set forth in the Agreement, or if no such amount is set forth in the Agreement, a reasonable amount. In such case, and also under Section 7.3.3.3, the Contractor shall keep and present, in such form as the Architect may prescribe, an itemized accounting together with appropriate supporting data. Unless otherwise provided in the Contract Documents, costs for the purposes of this Section 7.3.4 shall be limited to the following: .1 Costs of labor, including applicable payroll taxes, fringe benefits required by agreement or custom, workers' compensation insurance, and other employee costs approved by the Architect; .2 Costs of materials, supplies, and equipment, including cost of transportation, whether incorporated or consumed; .3 Rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Contractor or others; .4 Costs of premiums for all bonds and insurance, permit fees, and sales, use, or similar taxes, directly related to the change; and .5 Costs of supervision and field office personnel directly attributable to the change. § 7.3.5 If the Contractor disagrees with the adjustment in the Contract Time, the Contractor may make a Claim in accordance with applicable provisions of Article 15. § 7.3.6 Upon receipt of a Construction Change Directive, the Contractor shall promptly proceed with,the change in the Work involved and advise the Architect of the Contractor's agreement or disagreement with the method, if any, provided in the Construction Change Directive for determining the proposed adjustment in the Contract Sum or Contract Time. § 7.3.7 A Construction Change Directive signed by the Contractor indicates the Contractor's agreement, therewith, including adjustment in Contract Sum and Contract Time or the method for determining them. Such agreement shall be effective immediately and shall be recorded as a Change Order. § 7.3.8 The amount of credit to be allowed by the Contractor to the Owner for a deletion or change that results in a net decrease in the Contract Sum shall be actual net cost as confirmed by the Architect. When both additions and credits covering related Work or substitutions are involved in a change, the allowance for overhead 'and profit shall be figured on the basis of net increase, if any, with respect to that change. § 7.3.9 Pending final determination of the total cost of a Construction Change Directive to the Owner, the Contractor may request payment for Work completed under the Construction Change Directive in Applications__ for Payment. The Architect will make an interim 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 judgmgnt, to be reasonably justified. The Architect's interim determination of cost shall adjust the Contract Sum on the same basis as a Change Order, subject to the right of either party to disagree and assert a Claim in accordance with Article 15. § 7.3.10 When the Owner and Contractor agree with a determination made by the Architect concernings the adjustments in the Contract Sum and Contract Time, or otherwise reach agreement upon the adjustments, such agreement shall be effective immediately and the Architect will prepare a Change Order. Change Orders may be issued for all or any part of a Construction Change Directive. § 7A Minor Changes in the Work The Architect may order minor changes in the Work that are consistent with the intent of the Contract Documents and do not involve an adjustment in the Contract Sum or an extension of the Contract Time. The Architect's order for minor changes shall be in writing. If the Contractor believes that the proposed minor change in the Work will affect the Contract Sum or Contract Time, the Contractor shall notify the Architect and shall not proceed to implement the change in the Work. If the Contractor performs the Work set forth in the Architect's order for a minor AIA Document A201 - 2017. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects,' "American Institute of Architects,' "AIA," the AIA Logo, and "AIA Contract 23 Documents' are trademarks of The American Institute of Architects. This draft was produced at 14:36:46 ET on 09/14/2023 under Order No.2114397963 which expires on 01/09/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents* Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User notes: (1702451530) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F change without prior notice to the Architect that such change will affect the Contract Sum or Contract Time, the Contractor waives any adjustment to the Contract Sum or extension of the Contract Time. ARTICLE 8 TIME § 8.1 Definitions § 8.1.1 Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, allotted in the Contract Documents for Substantial Completion of the Work. § 8.1.2 The date of commencement of the Work is the date established in the Agreement. § 8.1.3 The date of Substantial Completion is the date certified by the Architect in accordance with Section 9.8. § 8.1.4 The term "day" as used in the Contract Documents shall mean calendar day unless otherwise specifically defined. § 8.2 Progress and Completion § 8.2.1 Time limits stated in the Contract Documents are of the essence of the Contract. By executing the Agreement, the Contractor confirms that the Contract Time is a reasonable period for performing the Work. § 8.2.2 The Contractor shall not knowingly, except by agreement or instruction of the Owner in writing, commence the Work prior to the effective date of insurance required to be furnished by the Contractor and Owner. § 8.2.3 The Contractor shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within the Contract Time. § 8.3 Delays and Extensions of Time § 8.3.1 If the Contractor is delayed at any time in the commencement or progress of the Work by (1) an act or neglect of the Owner or Architect, of an employee of either, or of a Separate Contractor; (2) by changes ordered in the Work; (3) by labor disputes, fire, unusual delay in deliveries, unavoidable casualties, adverse weather conditions documented in accordance with Section 15.1.6.2, or other causes beyond the Contractor's control; (4) by delay authorized by the Owner pending mediation and binding dispute resolution; or (5) by other causes that the Contractor asserts, and the Architect determines, justify delay, then the Contract Time shall be,extendedTor such reasonable time as the Architect may determine. § 8.3.2 Claims relating to time shall be made in accordance with applicable provisions of Article 15. § 8.3.3 This Section 8.3 does not preclude recovery of damages for delay by either party under other provisions of the Contract Documents. ARTICLE 9 PAYMENTS AND COMPLETION § 9.1 Contract Sum § 9.1.1 The Contract Sum is stated in the Agreement and, including authorized adjustments, is ,the total amount payable by the Owner to the Contractor for performance of the Work under the Contract Documents. § 9.1.2 If unit prices are stated in the Contract Documents or subsequently agreed upon, and if quantities originally contemplated are materially changed so that application of such unit prices to the actual quantities -causes substantial inequity to the Owner or Contractor, the applicable unit prices shall be equitably adjusted. § 9.2 Schedule of Values Where the Contract is based on a stipulated sum or Guaranteed Maximum Price, the Contractor shall submit a schedule of values to the Architect before the fast Application for Payment, allocating the entire Contract Sum to the various portions of the Work. The schedule of values shall be prepared in the form, and supported by the data to substantiate its accuracy, required by the Architect. This schedule, unless objected to by the Architect, shall be used as a basis for reviewing the Contractor's Applications for Payment. Any changes to the schedule of values shall be submitted to the Architect and supported by such data to substantiate its accuracy as the Architect may require, and unless objected to by the Architect, shall be used as a basis for reviewing the Contractor's subsequent Applications for Payment. ALA Document A201 - 2017. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1956, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects,' "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract 24 Documents' are trademarks of The American Institute of Architects. This draft was produced at 14:36:46 ET on 09/14/2023 under order No.2114397963 which expires on 01109/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the ALA Contract Documents• Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. US= Votes: (1702451530) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F § 9.3 Applications for Payment § 9.3.1 At least ten days before the date established for each progress payment, the Contractor shall submit to the Architect an itemized Application for Payment prepared in accordance with the schedule of values, if required under Section 9.2, for completed portions of the Work. The application shall be notarized, if required, and supported by all data substantiating the Contractor's right to payment that the Owner or Architect require, such as copies of requisitions, and releases and waivers of liens from Subcontractors and suppliers, 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 supplier, unless such Work has been performed by others whom the Contractor intends to pay. § 9.3.2 Unless otherwise provided in the Contract Documents, payments shall be made on account, of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner, payment may similarly be made for materials and equipment suitably stored off the site at a location agreed upon in writing. Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by the Contractor with procedures satisfactory to the Owner to establish the Owner's title to such materials and equipment or otherwise protect the Owner's interest, and shall include the costs of applicable insurance, storage, and transportation to the site, for such materials and equipment stored off the site. § 9.3.3 The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no later than the time of payment. The Contractor further warrants that upon submittal of an Application for Payment all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall, to the best of the Contractor's knowledge, information, and belief, be free and clear of liens, claims, security interests, or encumbrances, in favor of the Contractor, Subcontractors, suppliers, or other persons or entities that provided labor, materials, and equipment relating to the Work. § 9A Certificates for Payment § 9.4.1 The Architect will, within seven days after receipt of the Contractor's Application for Payment, either (1) issue to the Owner a Certificate for Payment in the full amount of the Application for Payment, with' a copy to the Contractor; or (2) issue to the Owner a Certificate for Payment for such amount as the Architect determines is properly due, and notify the Contractor and Owner of the Architect's reasons for withholding certification in part as provided in Section 9.5.1; or (3) withhold certification of the entire Application for Payment, and notify the Contractor and Owner of the Architect's reason for withholding certification in whole as provided -in Section 9.5.1. § 9A.2 The issuance of a Certificate for Payment will constitute a representation by the Architect to the Owner, based on the Architect's evaluation of the Work and the data in the Application for Payment, that, to'tbe best of the Architect's knowledge, information, and belief, the Work has progressed to the point indicated,fthe quality of the Work is in accordance with the Contract Documents, and that the Contractor is entitled to payment in the amount certified. The foregoing representations are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to results of subsequent tests and inspections, to correction of minor deviations from the Contract Documents prior to completion, and to specific qualifications expressed by the Architect. However, the issuance of a Certificate for Payment will not be a representation that the Architect has (1) made exhaustive or continuous on -site inspections to check the quality or quantity of the Work; (2) reviewed construction means, methods, techniques, sequences, or procedures; (3) reviewed copies of requisitions received from Subcontractors and suppliers and other data requested by the Owner to substantiate the Contractor's right to payment; or (4) made examination to ascertain how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. § 9.5 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 AIA Document A201 - 2017. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA,' the AIA Logo, and "AIA Contract ,Z5 Documents' are trademarks of The American Institute of Architects. This draft was produced at 14:36:46 ET on 09/14/2023 under Order No.2114397963 which expires on 01/09/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract DocumentsQ Terms of Service. To report copyright violations, e-mail docinfoeaiacontracts.cam. user Notes: (1702451530) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F be made. If the Architect is unable to certify payment in the amount of the Application, the Architect will notify the Contractor and Owner as provided in Section 9.4.1. If the Contractor and Architect cannot agree on a revised amount, the Architect will promptly issue a Certificate for Payment for the amount for which the Architect is able to make such representations to the Owner. The Architect may also withhold a Certificate for Payment or, because of subsequently discovered evidence, may nullify the whole or a part of a Certificate for Payment previously issued, to such extent as may be necessary in the Architect's opinion to protect the Owner from loss for which the Contractor is responsible, including loss resulting from acts and omissions described in Section 3.3.2, because of .1 defective Work not remedied; .2 third party claims filed or reasonable evidence indicating probable filing of such claims, unless security acceptable to the Owner is provided by the Contractor; .3 failure of the Contractor to make payments properly to Subcontractors or suppliers for labor, materials or equipment; .4 reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; .5 damage to the Owner or a Separate Contractor; .6 reasonable evidence that the Work will not be completed within the Contract Time, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the; anticipated delay; or .7 repeated failure to carry out the Work in accordance with the Contract Documents. § 9.5.2 When either party disputes the Architect's decision regarding a Certificate for Payment under Section 9.5.1, in whole or in part, that party may submit a Claim in accordance with Article 15. § 9.5.3 When the reasons for withholding certification are removed, certification will be made for amounts previously withheld. § 9.5.4 If the Architect withholds certification for payment under Section 9.5.1.3, the Owner may, at its sole option, issue joint checks to the Contractor and to any Subcontractor or supplier to whom the Contractor failed to make payment for Work properly performed or material or equipment suitably delivered. If the Owner makes payments by joint check, the Owner shall notify the Architect and the Contractor shall reflect such payment on its,next Application for Payment. § 9.6 Progress Payments § 9.6.1 After the Architect has issued a Certificate for Payment, the Owner shall make payment,in the manner and within the time provided in the Contract Documents, and shall so notify the Architect. § 9.6.2 The Contractor shall pay each Subcontractor, no later than seven days after receipt of payment from the Owner, the amount to which the Subcontractor is entitled, reflecting percentages actually retained fo_m payments to the Contractor on account of the Subcontractor's portion of the Work. The Contractor shall, by appropriate agreement with each Subcontractor, require each Subcontractor to make payments to Sub -subcontractors in a similar manner. § 9.6.3 The Architect will, on request, furnish to a Subcontractor, if practicable, information regarding, percentages of completion or amounts applied for by the Contractor and action taken thereon by the Architect and Owner on account of portions of the Work done by such Subcontractor. § 9.6.4 The Owner has the right to request written evidence from the Contractor that the Contractor has properly paid Subcontractors and 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 co ntact-Subcontractors and suppliers to ascertain whether they have been properly paid. Neither the Owner nor Architect shall have an obligation to pay, or to see to the payment of money to, a Subcontractor or supplier, except as may otherwise be required by law. § 9.6.5 The Contractor's payments to suppliers shall be treated in a manner similar to that provided in Sections 9.6.2, 9.6.3 and 9.6.4. § 9.6.6 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the Contract Documents. AIA Document A201 - 2017. Copyright 0 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," ^AIA,^ the AIA Logo, and "AIA Contract 'Z 6 Documents" are trademarks of The American Institute of Architects. This draft was produced at 14:36:46 ET on 09/14/2023 under Order No.2114397963 which expires on 01/09/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents* Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.cam. User Notes: (1702451530) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F § 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 or provided by suppliers shall be held by the Contractor for those Subcontractors or suppliers who performed Work or furnished materials, or both, under contract with the Contractor 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, create any fiduciary liability or tort liability on the part of the Contractor for breach of trust, or entitle any person or entity to an award of punitive damages against the Contractor for breach of the requirements of this provision. § 9.6.8 Provided the Owner has fulfilled its payment obligations under the Contract Documents, the Contractor shall defend and indemnify the Owner from all loss, liability, damage or expense, including reasonable attorney's fees and litigation expenses, arising out of any lien claim or other claim for payment by any Subcontractor or supplier of any tier. Upon receipt of notice of a lien claim or other claim for payment, the Owner shall notify the Contractor. If approved by the applicable court, when required, the Contractor may substitute a surety bond for the property against which the lien or other claim for payment has been asserted. § 9.7 Failure of Payment If the Architect does not issue a Certificate for Payment, through no fault of the Contractor, within seven days after receipt of the Contractor's Application for Payment, or if the Owner does not pay the Contractor within seven days after the date established in the Contract Documents, the amount certified by the Architect or awarded by binding dispute resolution, then the Contractor may, upon seven additional days' notice to the Owner and Architect, stop the Work until payment of the amount owing has been received. The Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Contractor's reasonable costs of shutdown, delay and start- up, plus interest as provided for in the Contract Documents. § 9.8 Substantial Completion § 9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work for its intended use. § 9.8.2 When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall prepare and submit to the Architect a, comprehensive list of items to be completed or corrected prior to final payment. Failure to include an item on such list does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents.'; § 9.8.3 Upon receipt of the Contractor's list, the Architect will make an inspection to determine whether the Work or designated portion thereof is substantially complete. If the Architect's inspection discloses any item; whether or not included on the Contractor's list, which is not sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, 'the -Co- etractor shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Architect. In such case, the Contractor shall then submit a request for another inspection,bIy the Architect to determine Substantial Completion. § 9.8.4 When the Work or designated portion thereof is substantially complete, the Architect will prepare a Certificate of Substantial Completion that shall establish the date of Substantial Completion; establish responsibilities of the Owner and Contractor for security, maintenance, heat, utilities, damage Ito the Work and insurance; and fix the time within which the Contractor shall finish all items on the list accompanying the Certificate. Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. § 9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written acceptance of responsibilities assigned to them in the Certificate. Upon such acceptance, and consent of surety if any, the Owner shall make payment of retainage applying to the Work or designated portion thereof. Such payment shall be adjusted for Work that is incomplete or not in accordance with the requirements of the Contract Documents. AIA Document A201 - 2017. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. `The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract ,Z,7 Documents' are trademarks of The American Institute of Architects. This draft was produced at 14:36:46 ET on 09/14/2023 under Order No.2114397963 which expires on 01/09/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents* Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1702451530) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F § 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 and authorized by public authorities having jurisdiction over the Project. Such partial occupancy or use may commence whether or not the portion is substantially complete, provided the Owner and Contractor have accepted in writing the responsibilities assigned to each of them for payments, retainage, if any, security, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in writing concerning the period for correction of the Work and commencement of warranties required by the Contract Documents. When the Contractor considers a portion substantially complete, the Contractor shall prepare and submit a list to the Architect as provided under Section 9.8.2. Consent of the Contractor to partial occupancy or use shall not be unreasonably withheld. The stage of the progress of the Work shall be determined by written agreement between the Owner and Contractor or, if no agreement is reached, by decision of the Architect. § 9.9.2 Immediately prior to such partial occupancy or use, the Owner, Contractor, and Architect shall jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. § 9.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Contract Documents. § 9.10 Final Completion and Final Payment § 9.10.1 Upon receipt of the Contractor's notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect will promptly make such inspection. When the Architect finds the Work acceptable under the Contract Documents and the Contract fully performed, the Architect will promptly issue a final Certificate for Payment stating that 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 accordance with the Contract Documents and that the entire balance found to be due the Contractor and nofed1 in the final Certificate is due and payable. The Architect's final Certificate for Payment will constitute a further' representation that conditions listed in Section 9.10.2 as precedent to the Contractor's being entitled to final payment'have been fulfilled. § 9.10.2 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 (t'ess 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, (3) a written statement that the Contractor knows of no 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) documentation of any special warranties, `such as manufacturers' warranties or specific Subcontractor warranties, and (6) if required by the Owner; other data establishing payment or satisfaction of obligations, such as receipts and releases and waivers of liens, claims, security interests, or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the Owner. If a Subcontractor refuses to furnish a release or waiver required by the Owner, the Contractor may furnish a bond satisfactory to the Owner to indemnify the Owner against such lien, claim, security interest, or encumbrance. If a lien, claim, security interest, or encumbrance remains unsatisfied after payments are made, the Contractor shall refund to the Owner all money that the Owner may be compelled to pay in discharging the lien, claim, security interest, or encumbrance, including all costs and reasonable attorneys' fees. § 9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by issuance of Change Orders affecting final completion, and the Architect so confirms, the Owner shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed, corrected, and accepted. If the remaining balance for Work not fully completed or corrected is less than retainage stipulated in the Contract Documents, and if bonds have been furnished, the written consent of the surety to payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Contractor to the Architect prior to certification of such payment. Such payment shall be made under terms and conditions governing final payment, except that it shall not constitute a waiver of Claims. AIA Document A201 - 2017. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects,' "American Institute of Architects," ^AIA," the AIA Logo, and "AIA Contract ,2e Documents' are trademarks of The American Institute of Architects. This draft was produced at 14:36:46 ET on 09/14/2023 under Order No.2114397963 which expires on 01/09/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents• Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. user Rotes: (1702451530) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F § 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 interests, or encumbrances arising out of the Contract and unsettled; .2 failure of the Work to comply with the requirements of the Contract Documents; .3 terms of special warranties required by the Contract Documents; or .4 audits performed by the Owner, if permitted by the Contract Documents, after final payment. § 9.10.5 Acceptance of final payment by the Contractor, a Subcontractor, or a 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 .1 employees on the Work and other persons who may be affected thereby; .2 the Work and materials and equipment to be incorporated therein, whether in storage on or off the site, under care, custody, or control of the Contractor, a Subcontractor, or a Sub -subcontractor; and .3 other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, structures, and utilities not designated for removal, relocation, or replacement m the course of construction. § 10.2.2 The Contractor shall comply with, and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities, bearing on safety of persons or property or their protection from damage, injury, or loss. § 10.2.3 The Contractor shall implement, erect, and maintain, as required by existing conditions and performance of the Contract, reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards; promulgating safety regulations; and notifying the owners and users of adjacent sites.and utilities of the safeguards. § 10.2.4 When use or storage of explosives or other hazardous materials or equipment, or unusual methods are necessary for execution of the Work, the Contractor shall exercise utmost care and carry on such activities under supervision of properly qualified personnel. § 10.2.5 The Contractor shall promptly remedy damage and loss (other than damage or loss insured under property insurance required by the Contract Documents) to property referred to in Sections 10.2.1.2 and 10.2.1.3 caused in whole or in part by the Contractor, a Subcontractor, a Sub -subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Contractor is responsible under Sections 10.2.1.2 and 10.2.1.3. The Contractor may make a Claim for the cost to remedy the damage or loss to the extent such damage or loss is attributable to acts or omissions of the Owner or Architect or anyone directly or indirectly employed by either of them, or by anyone for whose acts either of them may be liable, and not attributable to the fault or negligence of the Contractor. The foregoing obligations of the Contractor are in addition ;to the Contractor's obligations under Section 3.18. § 10.2.6 The Contractor shall designate a responsible member of the Contractor's organization at the site whose duty shall be the prevention of accidents. This person shall be the Contractor's superintendent unless otherwise designated by the Contractor in writing to the Owner and Architect. § 10.2.7 The Contractor shall not permit any part of the construction or site to be loaded so as to cause damage or create an unsafe condition. AIA Document A201 - 2017. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects,' "American Institute of Architects," "AIA,' the AIA Logo, and "AIA Contract 2 9 Documents" are trademarks of The American institute of Architects. This draft was produced at 14:36:46 ET on 09/14/2023 under Order No.2114397963 which expires on 01/09/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents• Terms of Service. To report copyright violations, e-mail docinfo8aiacontract3.com. Qier des: 41102451530) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F § 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, notice of the injury or damage, whether or not insured, shall be given to the other party within a reasonable time not exceeding 21 days after discovery. The notice shall provide sufficient detail to enable the other party to investigate the matter. § 10.3 Hazardous Materials and Substances § 10.3.1 The Contractor is responsible for compliance with any requirements included in the Contract Documents regarding hazardous materials or substances. If the Contractor encounters a hazardous material or substance not addressed in the Contract Documents and if reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB), encountered on the site by the Contractor, the Contractor shall, upon recognizing the condition, immediately stop Work in the affected area and notify the Owner and Architect'of the condition. § 10.3.2 Upon receipt of the Contractor's notice, the Owner shall obtain the services of a licensed laboratory to verify the presence or absence of the material or substance reported by the Contractor and, in the event such material or substance is found to be present, to cause it to be rendered harmless. Unless otherwise required by the Contract Documents, the Owner shall furnish in writing to the Contractor and Architect the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of the material ojr, substance or who are to perform the task of removal or safe containment of the material or substance. The Contractor and the Architect will promptly reply to the Owner in writing stating whether or not either has reasonable objection to the persons or entities proposed by the Owner. If either the Contractor or Architect has an objection to a person or entity proposed by the Owner, the Owner shall propose another to whom the Contractor and the Architect have no reasonable objection. When the material or substance has been rendered harmless, Work in the affected area shall resume upon written agreement of the Owner and Contractor. By Change Order, the Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Contractor's reasonable additional costs of shutdown, delay, and start-up. § 10.3.3 To the fullest extent permitted by law, the Owner shall indemnify and hold harmless the Contractor, Subcontractors, Architect, Architect's consultants, and agents and employees of any of them from and against claims, damages, losses, and expenses, including but not limited to attorneys' fees, arising out of or resulting from performance of the Work in the affected area if in fact the material or substance presents the risk of bodily injury or death as described in Section 10.3.1 and has not been rendered harmless, provided that such claim, 'damage, loss, or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself), except to the extent that such damage, loss, or expense is due to the fault or negligence of the party seeking indemnity. § 10.3.4 The Owner shall not be responsible under this Section 10.3 for hazardous materials or substances the Contractor brings to the site unless such materials or substances are required by the Contract Documents. The Owner shall be responsible for hazardous materials or substances required by the Contract Documents, except to the extent of the Contractor's fault or negligence in the use and handling of such materials or substances. § 10.3.5 The Contractor shall reimburse the Owner for the cost and expense the Owner incurs (1) for remediation of hazardous materials or substances the Contractor brings to the site and negligently handles, or'(2) where the Contractor fails to perform its obligations under Section 10.3.1, except to the extent that the cost and expense are due to the Owner's fault or negligence. § 10.3.6 If, without negligence on the part of the Contractor, the Contractor is held liable by a government agency for the cost of remediation of a hazardous material or substance solely by reason of performing Work as required by the Contract Documents, the Owner shall reimburse the Contractor for all cost and expense thereby incurred. § 10.4 Emergencies In an emergency affecting safety of persons or property, the Contractor shall act, at the Contractor's discretion, to prevent threatened damage, injury, or loss. Additional compensation or extension of time claimed by the Contractor on account of an emergency shall be determined as provided in Article 15 and Article 7. AIA Document A201 - 2017- Copyright 0 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract 30 Documents" are trademarks of The American Institute of Architects. This draft was produced at 14:36:46 ET on 09/14/2023 under Order No.2114397963 which expires on 01/09/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents* Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. VaL Notes: (1702451530) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F ARTICLE 11 INSURANCE AND BONDS § 11.1 Contractor's Insurance and Bonds § 11.1.1 The Contractor shall purchase and maintain insurance of the types and limits of liability, containing the endorsements, and subject to the terms and conditions, as described in the Agreement or elsewhere in the Contract Documents. The Contractor shall purchase and maintain the required insurance from an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located. The Owner, Architect, and Architect's consultants shall be named as additional insureds under the Contractor's commercial general liability policy or as otherwise described in the Contract Documents. § 11.1.2 The Contractor shall provide surety bonds of the types, for such penal sums, and subject to such terms and conditions as required by the Contract Documents. The Contractor shall purchase and maintain the required bonds from a company or companies lawfully authorized to issue surety bonds in the jurisdiction where the Project is located. § 11.1.3 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising under the Contract, the Contractor shall promptly furnish a copy of the bonds ,or shall authorize a copy to be furnished. § 11.1.4 Notice of Cancellation or Expiration of Contractor's Required Insurance. Within three (3) business days of the date the Contractor becomes aware of an impending or actual cancellation or expiration of any insurance required by the Contract Documents, the Contractor shall provide notice to the Owner of such impending or actual cancellation or expiration. Upon receipt of notice from the Contractor, the Owner shall, unless the lapse in coverage arises from an act or omission of the Owner, have the right to stop the Work until the lapse in coverage has been cured by the procurement of replacement coverage by the Contractor. The furnishing of notice by the Contractor shall not relieve the Contractor of any contractual obligation to provide any required coverage. § 11.2 Owner's Insurance § 11.2.1 The Owner shall purchase and maintain insurance of the types and limits of liability, containing the endorsements, and subject to the terms and conditions, as described in the Agreement or elsewhere, in the Contract Documents. The Owner shall purchase and maintain the required insurance from an insurance company, or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located. § 11.2.2 Failure to Purchase Required Property Insurance. If the Owner fails to purchase and maintain'the required property insurance, with all of the coverages and in the amounts described in the Agreement &elsgwhere in the Contract Documents, the Owner shall inform the Contractor in writing prior to commencement: of the Work. Upon receipt of notice from the Owner, the Contractor may delay commencement of the Work and may obtain insurance that will protect the interests of the Contractor, Subcontractors, and Sub -Subcontractors in the Work. When the failure to provide coverage has been cured or resolved, the Contract Sum and Contract Time shall be equitably adjusted. In the event the Owner fails to procure coverage, the Owner waives all rights against the Contractor, Subcontractors, and Sub -subcontractors to the extent the loss to the Owner would have been covered by the insurance to have been procured by the Owner. The cost of the insurance shall be charged to the Owner by a Change Order. If the Owner does not provide written notice, and the Contractor is damaged by the failure or neglect of the Owner to purchase or maintain the required insurance, the Owner shall reimburse the Contractor for all reasonable costs and damages attributable thereto. § 11.2.3 Notice of Cancellation or Expiration of Owner's Required Property Insurance. Within three (3) business days of the date the Owner becomes aware of an impending or actual cancellation or expiration of any property insurance required by the Contract Documents, the Owner shall provide notice to the Contractor of such impending or actual cancellation or expiration. Unless the lapse in coverage arises from an act or omission of the Contractor. (1) the Contractor, upon receipt of notice from the Owner, shall have the right to stop the Work until the lapse in coverage has been cured by the procurement of replacement coverage by either the Owner or the Contractor; (2) the Contract Time and Contract Sum shall be equitably adjusted; and (3) the Owner waives all rights against the Contractor, Subcontractors, and Sub -subcontractors to the extent any loss to the Owner would have been covered by the insurance had it not expired or been cancelled. If the Contractor purchases replacement coverage, the cost of the insurance shall be charged to the Owner by an appropriate Change Order. The furnishing of notice by the Owner shall not relieve the Owner of any contractual obligation to provide required insurance. AIA Document A201 - 2017. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1916, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract 31 Documents" are trademarks of The American Institute of Architects. This draft was produced at 14:36:46 ET on 09/14/2023 under Order No.2114397963 which expires on 01/09/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents* Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1702451530) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F § 11.3 Waivers of Subrogation § 11.3.1 The Owner and Contractor waive all rights against (1) each other and any of their subcontractors, sub - subcontractors, agents, and employees, each of the other; (2) the Architect and Architect's consultants; and (3) Separate Contractors, if any, and any of their subcontractors, sub -subcontractors, agents, and employees, for damages caused by fire, or other causes of loss, to the extent those losses are covered by property insurance required by the Agreement or other property insurance applicable to the Project, except such rights as they have to proceeds of such insurance. The Owner or Contractor, as appropriate, shall require similar written waivers in favor of the individuals and entities identified above from the Architect, Architect's consultants, Separate Contractors, subcontractors, and sub -subcontractors. The policies of insurance purchased and maintained by each person or entity agreeing to waive claims pursuant to this section 11.3.1 shall not prohibit this waiver of subrogation. This waiver of subrogation shall be effective as to a person or entity (1) even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise, (2) even though that person or entity did not pay the insurance premium directly or indirectly, or (3) whether or not the person or entity had an insurable interest in the damaged property. § 11.3.2 If during the Project construction period the Owner insures properties, real or personal or both, at or adjacent to the site by property insurance under policies separate from those insuring the Project, or if after f nal payment property insurance is to be provided on the completed Project through a policy or policies other than those insuring the Project during the construction period, to the extent permissible by such policies, the Owner waives all rights in accordance with the terms of Section 11.3.1 for damages caused by fire or other causes of loss covered by this separate property insurance. § 11.4 Loss of Use, Business Interruption, and Delay in Completion Insurance The Owner, at the Owner's option, may purchase and maintain insurance that will protect the Owner against loss of use of the Owner's property, or the inability to conduct normal operations, due to fire or other causes,of loss. The Owner waives all rights of action against the Contractor and Architect for loss of use of the Owner's property, due to fire or other hazards however caused. §11.5 Adjustment and Settlement of Insured Loss § 11.5.1 A loss insured under the property insurance required by the Agreement shall be adjusted by the, Owner as fiduciary and made payable to the Owner as fiduciary for the insureds, as their interests may appear, subject to requirements of any applicable mortgagee clause and of Section 11.5.2. The Owner shall pay the Architect and Contractor their just shares of insurance proceeds received by the Owner, and by appropriate agreements the Architect and Contractor shall make payments to their consultants and Subcontractors in similar manner. § 11.5.2 Prior to settlement of an insured loss, the Owner shall notify the Contractor of the terms of the proposed settlement as well as the proposed allocation of the insurance proceeds. The Contractor shall have 14 days from receipt of notice to object to the proposed settlement or allocation of the proceeds. If the Contractor does not object, the Owner shall settle the loss and the Contractor shall be bound by the settlement and allocation. Upon receipt, the Owner shall deposit the insurance proceeds in a separate account and make the appropriate distributions. Thereafter, if no other agreement is made or the Owner does not terminate the Contract for convenience, the Owner and Contractor shall execute a Change Order for reconstruction of the damaged or destroyed Work/iri theainount allocated for that purpose. If the Contractor timely objects to either the terms of the proposed settlement,or the allocation of the proceeds, the Owner may proceed to settle the insured loss, and any dispute between the Owner and Contractor arising out of the settlement or allocation of the proceeds shall be resolved pursuant':to Article 15. Pending resolution of any dispute, the Owner may issue a Construction Change Directive for the reconstruction of the damaged or destroyed Work. ARTICLE 12 UNCOVERING AND CORRECTION OF WORK § 12.1 Uncovering of Work § 12.1.1 If a portion of the Work is covered contrary to the Architect's request or to requirements specifically expressed in the Contract Documents, it must, if requested in writing by the Architect, be uncovered for the Architect's examination and be replaced at the Contractor's expense without change in the Contract Time. § 12.1.2 If a portion of the Work has been covered that the Architect has not specifically requested to examine prior to its being covered, the Architect may request to see such Work and it shall be uncovered by the Contractor. If such Work is in accordance with the Contract Documents, the Contractor shall be entitled to an equitable adjustment to AIA Document A201 - 2017. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract 32 Documents" are trademarks of The American Institute of Architects. This draft was produced at 14:36:46 ET on 09/14/2023 under Order No.2114397963 which expires on 01/09/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents* Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. user Rotes: (1702451530) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F the Contract Sum and Contract Time as may be appropriate. If such Work is not in accordance with the Contract Documents, the costs of uncovering the Work, and the cost of correction, shall be at the Contractor's expense. § 12.2 Correction of Work § 12.2.1 Before Substantial Completion The Contractor shall promptly correct Work rejected by the Architect or failing to conform to the requirements of the Contract Documents, discovered before Substantial Completion and whether or not fabricated, installed or completed. Costs of correcting such rejected Work, including additional testing and inspections, the cost of uncovering and replacement, and compensation for the Architect's services 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 or after the date for commencement of warranties established under Section 9.9.1, or by terms of any applicable special warranty required by the Contract Documents, any of the Work is found to be not in accordance with the requirements of the Contract Documents, the Contractor shall correct it promptly after receipt of notice from the Owner to do so, unless the Owner has previously given the Contractor a written acceptance of such condition. The Owner shall give such notice promptly, after discovery of the condition. During 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 and to make a claim for breach of warranty. If the Contractor fails to correct nonconforming. Work within a reasonable time during that period after receipt of notice from the Owner or Architect, the Owner may correct it in accordance with Section 2.5. § 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 by the period of time between Substantial Completion and the actual completion of that portion of the Work. § 12.2.2.3 The one-year period for correction of Work shall not be extended by corrective Work performed by the Contractor pursuant to this Section 12.2. § 12.2.3 The Contractor shall remove from the site portions of the Work that are not in accordance ,with the requirements of the Contract Documents and are neither corrected by the Contractor nor accepted by`the Owner. § 12.2.4 The Contractor shall bear the cost of correcting destroyed or damaged construction of the Owner or Separate Contractors, whether completed or partially completed, caused by the Contractor's correction or removal of Work that is not in accordance with the requirements of the Contract Documents. § 12.2.5 Nothing contained in this Section 12.2 shall be construed to establish a period of limitation with respect to other obligations the Contractor has under the Contract Documents. Establishment of the one-year period for correction of Work as described in Section 12.2.2 relates only to the specific obligation of the Contractor to correct the Work, and has no relationship to the time within which the obligation to comply with the Contract Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to ,establisli the Contractor's liability with respect to the Contractor's obligations other than specifically to correct the Work. § 12.3 Acceptance of Nonconforming Work If the Owner prefers to accept Work that is not in accordance with the requirements of the Contract Documents, the Owner may do so instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made. ARTICLE 13 MISCELLANEOUS PROVISIONS § 13.1 Governing Law The Contract shall be governed by the law of the place where the Project is located, excluding that jurisdiction's choice of law rules. If the parties have selected arbitration as the method of binding dispute resolution, the Federal Arbitration Act shall govern Section 15.4. AIA Document A201 - 2017. Copyright 0 1911, 1915, 1918, 1925, 1931, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," -American Institute of Architects,- -AIA," the AIA Logo, and "AIA Contract 33 Documents" are trademarks of The American Institute of Architects. This draft was produced at 14:36:46 ET on 09/14/2023 under Order No.2114397963 which expires on 01/09/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents' Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User notes: (1702451530) Docuftn Envelope ID: B48EC3B7-7571-42CF-A8D1-3C262D70CA5F § 13.2 Successors and Assigns § 13.2.1 The Owner and Contractor respectively bind themselves, their partners, 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 the Contract as a whole without written consent of the other. If either party attempts to make an assignment without such consent, that party shall nevertheless remain legally responsible for all obligations under the Contract. § 13.2.2 The Owner may, without consent of the Contractor, assign the Contract to a lender providing construction financing for the Project, if the lender assumes the Owner's rights and obligations under the Contract Documents. The Contractor shall execute all consents reasonably required to facilitate the assignment. § 13.3 Rights and Remedies § 13.3.1 Duties and obligations imposed by the Contract Documents and rights and remedies available thereunder shall be in addition to and not a limitation of duties, obligations, rights, and remedies otherwise. imposed or available by law. § 13.3.2 No action or failure to act by the Owner, Architect, or Contractor shall constitute a waiver of a right or duty afforded them under the Contract, nor shall such action or failure to act constitute approval of 'or acquiescence in a breach thereunder, except as may be specifically agreed upon in writing. § 13.4 Tests and Inspections § 13.4.1 Tests, inspections, and approvals of portions of the Work shall be made as required by the Contract Documents and by applicable laws, statutes, ordinances, codes, rules, and regulations or lawful orders of public authorities. Unless otherwise provided, the Contractor shall make arrangements for such tests, inspections, and approvals with an independent testing laboratory or entity acceptable to the Owner, or with the appropriate public authority, and shall bear all related costs of tests, inspections, and approvals. The Contractor shall give the Architect timely notice of when and where tests and inspections are to be made so that the Architect may be present for such procedures. The Owner shall bear costs of tests, inspections, or approvals that do not become requirements until after bids are received or negotiations concluded. The Owner shall directly arrange and pay for tests,_ inspections, or approvals where building codes or applicable laws or regulations so require. § 13.4.2 If the Architect, Owner, or public authorities having jurisdiction determine that portions of the Work require additional testing, inspection, or approval not included under Section 13.4.1, the Architect will„upon written authorization from the Owner, instruct the Contractor to make arrangements for such additional testing, inspection, or approval, by an entity acceptable to the Owner, and the Contractor shall give timely notice }o the -Architect of when and where tests and inspections are to be made so that the Architect may be present for such 'procedures. Such costs, except as provided in Section 13.4.3, shall be at the Owner's expense. § 13.4.3 If procedures for testing, inspection, or approval under Sections 13.4.1 and 13.4.2 reveal failure of the portions of the Work to comply with requirements established by the Contract Documents, all costs made necessary by such failure, including those of repeated procedures and compensation for the Architect's service_ s and expenses, shall be at the Contractor's expense. § 13.4.4 Required certificates of testing, inspection, or approval shall, unless otherwise required by the Contract Documents, be secured by the Contractor and promptly delivered to the Architect. § 13.4.5 If the Architect is to observe tests, inspections, or approvals required by the Contract Documents, the Architect will do so promptly and, where practicable, at the normal place of testing. § 13.4.6 Tests or inspections conducted pursuant to the Contract Documents shall be made promptly to avoid unreasonable delay in the Work. § 13.5 Interest Payments due and unpaid under the Contract Documents shall bear interest from the date payment is due at the rate the parties 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. AIA Document A201 - 2017. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," `American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract 34 Documents" are trademarks of The American Institute of Architects. This draft was produced at 14:36:46 ET on 09/14/2023 under Order No.2114397963 which expires on 01/09/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents• Terms of Service. To report copyright violations, e-mail docinfo8aiacontracts.com. user not**: (1702451530) DocuSign Envelope ID: B49EC3B7-757142CF-A8D1-3C262D70CA5F ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT § 14.1 Termination by the Contractor § 14.1.1 The Contractor may terminate the Contract if the Work is stopped for a period of 30 consecutive days through no act or fault of the Contractor, a Subcontractor, a Sub -subcontractor, their agents or employees, or any other persons or entities performing portions of the Work, for any of the following reasons: .1 Issuance of an order of a court or other public authority having jurisdiction that requires all Work to be stopped; .2 An act of government, such as a declaration of national emergency, that requires all Work to be stopped; .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 payment on a Certificate for Payment within the time stated in the Contract Documents; or .4 The Owner has failed to furnish to the Contractor reasonable evidence as required by Section 2.2. § 14.1.2 The Contractor may terminate the Contract if, through no act or fault of the Contractor, a Subcontractor, a Sub -subcontractor, their agents or employees, or any other persons or entities performing portions of the Work, repeated suspensions, delays, or interruptions of the entire Work by the Owner as described in Section 14.3, constitute in the aggregate more than 100 percent of the total number of days scheduled for completion, or 120 days in any 365-day period, whichever is less. § 14.1.3 If one of the reasons described in Section 14.1.1 or 14.1.2 exists, the Contractor may,'upon_seven days' notice to the Owner and Architect, terminate the Contract and recover from the Owner payment for Work executed, as well as reasonable overhead and profit on Work not executed, and costs incurred by reason of such termination. § 14.1.4 If the Work is stopped for a period of 60 consecutive days through no act or fault of the Contractor, a Subcontractor, a Sub -subcontractor, or their agents or employees or any other persons or entities performing portions of the Work because the Owner has repeatedly failed to fulfill the Owner's obligations under the Contract Documents with respect to matters important to the progress of the Work, the Contractor may, upon seven additional days' 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 or suppliers in accordance with the respective agreements between the Contractor and the Subcontractors or suppliers; .3 repeatedly disregards applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of a public authority; or .4 otherwise is guilty of substantial breach of a provision of the Contract Documents. § 14.2.2 When any of the reasons described in Section 14.2.1 exist, and upon certification by the Architect that sufficient cause exists to justify such action, the Owner may, without prejudice to any other rights or remedies of the Owner and after giving the Contractor and the Contractor's surety, if any, seven days' notice, terminate employment of the Contractor and may, subject to any prior rights of the surety: .1 Exclude the Contractor from the site and take possession of all materials, equipment, tools, and construction equipment and machinery thereon owned by the Contractor; .2 Accept assignment of subcontracts pursuant to Section 5.4; and .3 Finish the Work by whatever reasonable method the Owner may deem expedient. Upon written request of the Contractor, the Owner shall furnish to the Contractor a detailed accounting of the costs incurred by the Owner in finishing the Work. § 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. § 14.2A 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, AIA Document A201 - 2017. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract 35 Documents' are trademarks of The American Institute of Architects. This draft was produced at 14:36:46 ET on 09/14/2023 under Order No.2114397963 Which expires on 01/09/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents• Terms of Service. To report copyright violations, e-mail docinfo8aiacontracts.com. user Notes: (1702451530) DocuSign Envelope ID: B49EC3B7-757142CF-A8D1-3C262D70CA5F 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. § 14.3 Suspension by the Owner for Convenience § 14.3.1 The Owner may, without cause, order the Contractor in writing to suspend, delay or interrupt the Work, in whole or in part for such period of time as the Owner may determine. § 14.3.2 The Contract Sum and Contract Time shall be adjusted for increases in the cost and time caused by suspension, delay, or interruption under Section 14.3.1. Adjustment of the Contract Sum shall 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 that an 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 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 purchase orders and enter into no further subcontracts and purchase orders. § 14.4.3 In case of such termination for the Owner's convenience, the Owner shall pay the Contractor for Work properly executed; costs incurred by reason of the termination, including costs attributable to termination of Subcontracts; and the termination fee, if any, set forth in the Agreement. ARTICLE 15 CLAIMS AND DISPUTES § 15.1 Claims § 15.1.1 Definition A Claim is a demand or assertion by one of the parties seeking, as a matter of right, payment of money, a change in the Contract Time, or other relief with respect to the terms of the Contract. The term "Claim" also includes other disputes and matters in question between the Owner and Contractor arising out of or relating to the Contract. The responsibility to substantiate Claims shall rest with the party making the Claim. This Section 15.1.1 does not require the Owner to file a Claim in order to impose liquidated damages in accordance with the Contract Documents. § 15.1.2 Time Limits on Claims The Owner and Contractor shall commence all Claims and causes of action against the other and arising out of or related to the Contract, whether in contract, tort, breach of warranty or otherwise, in accordance with the requirements of the binding dispute resolution method selected in the Agreement and within the periodspecified 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 15.1.2. § 15.1.3 Notice of Claims § 15.1.3.1 Claims by either the Owner or Contractor, where the condition giving rise to the Claim is first discovered prior to expiration of the period for correction of the Work set forth in Section 12.2.2, shall be initiated by notice to the other party and to the Initial Decision Maker with a copy sent to the Architect, if the Architect is not serving as the Initial Decision Maker. Claims by either party under this Section 15.1.3.1 shall be initiated within 21 days after occurrence of the event giving rise to such Claim or within 21 days after the claimant first recognizes the condition giving rise to the Claim, whichever is later. AIA Document A201 - 2017. Copyright o 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. `The American Institute of Architects," `American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract 36 Documents' are trademarks of The American Institute of Architects. This draft was produced at 14:36:46 ET on 09/14/2023 under Order No.2114397963 which expires on 01/09/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents• Terms of Service. To report copyright violations, e-mail docinfo8aiacontracts.com. User Notes: (1702451530) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F § 15.1.3.2 Claims by either the Owner or Contractor, where the condition giving rise to the Claim is first discovered after expiration of the period for correction of the Work set forth in Section 12.2.2, shall be initiated by notice to the other party. In such event, no decision by the Initial Decision Maker is required. § 15.1.4 Continuing Contract Performance § 15.1.4.1 Pending final resolution of a Claim, except as otherwise agreed in writing or as provided in Section 9.7 and Article 14, the Contractor shall proceed diligently with performance of the Contract and the Owner shall continue to make payments in accordance with the Contract Documents. § 16.1.4.2 The Contract Sum and Contract Time shall be adjusted in accordance with the Initial Decision Maker's decision, subject to the right of either party to proceed in accordance with this Article 15. The Architect will issue Certificates for Payment in accordance with the decision of the Initial Decision Maker. § 15.1.5 Claims for Additional Cost If the Contractor wishes to make a Claim for an increase in the Contract Sum, notice as provided in Section 15.1.3 shall be given before proceeding to execute the portion of the Work that is the subject of the Claim. Prior notice is not required for Claims relating to an emergency endangering life or property arising under Section 10.4. § 15.1.6 Claims for Additional Time § 15.1.6.1 If the Contractor wishes to make a Claim for an increase in the Contract Time, notice as provided in Section 15.1.3 shall be given. The Contractor's Claim shall include an estimate of cost and of probable effect of delay on progress of the Work. In the case of a continuing delay, only one Claim is necessary. § 15.1.6.2 If adverse weather conditions are 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. § 15.1.7 Waiver of Claims for Consequential Damages The Contractor and Owner waive Claims against each other for consequential damages arising out of or.relating to this Contract. This mutual waiver includes .1 damages incurred by the Owner for rental expenses, for losses of use, income, profit, financing, business and reputation, and for loss of management or employee productivity of 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 parry's termination in accordance with Article 14. Nothing contained in this Section 15.1.7 shall be deemed to preclude assessment of liquidated damages, when applicable, in accordance with the requirements of the Contract Documents. § 15.2 Initial Decision § 15.2.1 Claims, excluding those where the condition giving rise to the Claim is first discovered after expiration of the period for correction of the Work set forth in Section 12.2.2 or arising under Sections 10.3, 10.4, and 11.5, shall be referred to the Initial Decision Maker for initial decision. The Architect will serve as the Initial Decision Maker, unless otherwise indicated in the Agreement. Except for those Claims excluded by this Section 1;15.2.1, an initial decision shall be required as a condition precedent to mediation of any Claim. If an initial decision has not been rendered within 30 days after the Claim has been referred to the Initial Decision Maker, the party asserting the Claim may demand mediation and binding dispute resolution without a decision having been rendered. Unless the Initial Decision Maker and all affected parties agree, the Initial Decision Maker will not decide disputes between the Contractor and persons or entities other than the Owner. § 15.2.2 The Initial Decision Maker will review Claims and within ten days of the receipt of a Claim take one or more of the following actions: (1) request additional supporting data from the claimant or a response with supporting data from the other party, (2) reject the Claim in whole or in part, (3) approve the Claim, (4) suggest a compromise, or (5) advise the parties that the Initial Decision Maker is unable to resolve the Claim if the Initial Decision Maker lacks sufficient information to evaluate the merits of the Claim or if the Initial Decision Maker concludes that, in the AIA Document A201 - 2017. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract 3,' Documents" are trademarks of The American Institute of Architects. This draft was produced at 14:36:46 ET on 09/14/2023 under Order No.2114397963 which expires on 01/09/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents* Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1702451530) DocuSign Envelope ID: B49EC3B7-757142CF-A8D1-3C262D70CA5F Initial Decision Maker's sole discretion, it would be inappropriate for the Initial Decision Maker to resolve the Claim. § 15.2.3 In evaluating Claims, the Initial Decision Maker may, but shall not be obligated to, consult with or seek information from either party or from persons with special knowledge or expertise who may assist the Initial Decision Maker in rendering a decision. The Initial Decision Maker may request the Owner to authorize retention of such persons at the Owner's expense. § 15.2A If the Initial Decision Maker requests a party to provide a response to a Claim or to furnish additional supporting data, such party shall respond, within ten days after receipt of the request, and shall either (1) provide a response on the requested supporting data, (2) advise the Initial Decision Maker when the response or supporting data will be furnished, or (3) advise the Initial Decision Maker that no supporting data will be:6mished. Upon receipt of the response or supporting data, if any, the Initial Decision Maker will either reject or approve the Claim in whole or in part. § 15.2.5 The Initial Decision Maker will render an initial decision approving or rejecting the Claim, or indicating that the Initial Decision Maker is unable to resolve the Claim. This initial decision shall (1) be in writing; (2) state the reasons therefor; and (3) notify the parties and the Architect, if the Architect is not serving as the Initial Decision Maker, of any change in the Contract Sum or Contract Time or both. The initial decision shall be final and binding on the parties but subject to mediation and, if the parties fail to resolve their dispute through mediation, to binding dispute resolution. § 15.2.6 Either party may file for mediation of an initial decision at any time, subject to the terms of Section 15.2.6.1. § 15.2.6.1 Either party may, within 30 days from the date of receipt of an initial decision, demand in writing that the other party file for mediation. If such a demand is made and the party receiving the demand fails to file for mediation within 30 days after receipt thereof, then both parties waive their rights to mediate or pursue binding dispute resolution proceedings with respect to the initial decision. § 15.2.7 In the event of a Claim against the Contractor, the Owner may, but is not obligated to, notify the surety, if any, of the 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. § 15.3 Mediation § 15.3.1 Claims, disputes, or other matters in controversy arising out of or related to the Contract, except those waived as provided for in Sections 9.10.4, 9.10.5, and 15.1.7, 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 administered 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 Either party may, within 30 days from the date that mediation has been concluded without resolution of the dispute or 60 days after mediation has been demanded without resolution of the dispute, demand in writing that the other party file for binding dispute resolution. If such a demand is made and the party receiving the demand fails to file for binding dispute resolution within 60 days after receipt thereof, then both parties waive their rights to binding dispute resolution proceedings with respect to the initial decision. ALA Document A201 - 2017. Copyright C 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects,' "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract 38 Documents" are trademarks of The American Institute of Architects. This draft was produced at 14:36:46 ET on 09/14/2023 under Order No.2114397963 which expires on 01/09/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents* Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. user Wrtms: (1702451530) DocuSign Envelope ID: B48EC3B7-7571-42CF-A8D1-3C262D70CA5F § 15.3.4 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements 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. The Arbitration shall be conducted in the place where the Project is located, unless another location is mutually agreed upon. A demand for arbitration shall be made in writing, delivered to the other party to the Contract, and filed with the person or entityadministering 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 constittite'the institution of legal or equitable proceedings based on the Claim. § 15.4.2 The award rendered by the arbitrator or arbitrators shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. § 15.4.3 The foregoing agreement to arbitrate and other agreements to arbitrate with an additional person or entity duly consented to by parties to the Agreement, shall be specifically enforceable under applicable,law in any court having jurisdiction thereof. 15.4.4 Consolidation or Joinder § 15.4A.1 Subject to the rules of the American Arbitration Association or other applicable arbitration rules, either party may consolidate an arbitration conducted under this Agreement with any other arbitration to which it is a party provided that (1) the arbitration agreement governing the other arbitration permits consolidation;'(2) the arbitrations to be consolidated substantially involve common questions of law or fact, and (3) the arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s). § 15.4.4.2 Subject to the rules of the American Arbitration Association or other applicable arbitration rules, either party may include by joinder persons or entities substantially involved in a common question of law►' or_ fact whose presence is required if complete relief is to be accorded in arbitration, provided that the party sought to be joined consents in writing to such joinder. Consent to arbitration involving an additional person or entity shall -not constitute consent to arbitration of any claim, dispute or other matter in question not described in the written consent. § 15.4.4.3 The Owner and Contractor grant to any person or entity made a party to an arbitration conducted under this Section 15.4, whether by joinder or consolidation, the same rights of joinder and consolidation as those of the Owner and Contractor under this Agreement. AIA Document A201 - 2017. Copyright O 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," `American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract 39 Documents" are trademarks of The American Institute of Architects. This draft was produced at 14:36:46 ET on 09/14/2023 under Order No.2114397963 which expires on O1/09/2024, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents* Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. Door Notes: (1702451530) DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F Section 1. DOCUMENTS INCORPORATED BY REFERENCE This Contract Agreement includes the recitals set forth above and the following documents: Invitation to Bid; Notice to Bidders; Qualification Statement of Bidders; Qualification Statement of Bidder's Surety; Prevailing Wage Rates for Municipal Construction in Anna, Texas; Vendors Compliance to State Law; Conflicts of Interest Questionnaire; Affidavit Against Prohibited Acts; Proposal and Bid Form; Request for Certificate of Exemption from Texas Limited Sales, Excise and Use Tax; Contract Agreement; Bidders Bond; Performance Bond; Payment Bond; Maintenance Bond; Certificate of Insurance; Notice to Proceed; Any executed Change Orders; Supplementary General Provisions and Technical Specifications; and, Plans, Specifications and Drawings and all other documents made available to bidder for his inspection in accordance with Invitation to Bid,' Modified AIA 102-2017 Standard Form Agreement between Owner and Contractor AIA 201-2017 General Conditions of the Contract for Construction RFP — Site Logistics Plan RFP — Anna Community Library and Anna Plaza Project Schedule all of which are hereby incorporated herein by reference, whether or not attached hereto, and made a part hereof (hereinafter along with this Contract Agreement and referenced collectively as the "Contract" or "Contract Documents"). Change Orders issued hereafter, Construction Change Directives, a Direction for a Minor Modification in the Work issued by the City, and any other amendments executed by the City and the Contractor, shall become and be a part of the Contract Documents. Documents not included or expressly contemplated in this Section 1 do not, and shall not, form any part of the Contract. The Contract Documents are intended to be complementary, and a requirement in one document shall be deemed to be required in all documents. However, in the event of any conflict between any of the above -listed documents and this Contract Agreement, this Contract Agreement shall control. 1 Plans, specifications or drawings are to be considered incorporated by reference into the aforementioned contract documents. DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F BIDDER'S BOND KNOW ALL MEN BY THESE PRESENTS, that (hereinafter called the Principal(s)), as Principal(s), and (hereinafter called the Surety(s)), as Surety(s), are held and firmly bound unto the CITY OF ANNA (hereinafter called the Obligee), in the amount of: Dollars ($ ) (an amount equal to five percent of the Total Bid Price, including Cash Allowances and Alternate Bids, if any) lawful money of the United States for the payment whereof, the said Principal and Surety bind themselves, and their heirs, administrators, executors, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, the Principal has submitted on or about this day a proposal offering to perform the following project: Anna Community Library: approximately 32,500 square foot two (2) story building and Anna Plaza: approximately 75,000 square feet of outdoor landscaping with children's playground and other amenities NOW, THEREFORE, if the said Principal's bid as stated in its proposal is accepted by the City, and said Principal executes and returns to the City the number of original counterparts of the Contract Agreement required by the City, on the forms prepared by the City, for the work described herein and also executes and returns the same number of the Performance, Payment and Maintenance Bonds (such bonds to be executed by a Corporate Surety authorized by the State Board of Insurance to conduct insurance business in the State of Texas, and having an underwriting limitation in at least the amount of the bond) in connection with the work described herein, within the time specified, then this obligation shall become null and void; otherwise it is to remain in full force and effect. In the event that the Principal is unable to or fails to perform the obligations undertaken herein, the undersigned Principal and Surety shall be liable to the City for the full amount of this obligation which is hereby acknowledged as the amount of damages which will be suffered by the City on account of the failure of such Principal to perform such obligations, the actual amount of such damages being difficult to ascertain. Notices required or permitted hereunder shall be in writing and shall be deemed delivered when actually received or, if earlier, on the third day following deposit in a United States Postal Service post office or receptacle, with proper postage affixed (certified mail, return receipt requested), addressed to the respective other party at the address prescribed in the Contract Documents, or at such other address as the receiving party may hereafter prescribe by written notice to the sending party. IN WITNESS WHEREOF, the said Principal(s) and Surety(s) have signed and sealed this instrument this day of 20 DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F Surety Principal *By: By: (Title) PRINT NAME: By: ADDRESS: PHONE/FAX: By: (Title) (Title) (Title) The undersigned surety company represents that it is duly qualified to do business in Texas and is listed on the U.S. Department of the Treasury list of approved sureties, and hereby designates , an agent resident in County, Texas, to whom any requisite notices may be delivered and on whom service of process may be had in matters arising out of such suretyship. Surety By: PRINT NAME: ADDRESS: PHONE/FAX: DocuSign Envelope ID: B49EC3B7-7571-42CF-ABD1-3C262D70CA5F KNOW ALL MEN BY THESE PRESENTS, that (hereinafter called the Principal(s)), as Principal(s), and (hereinafter called the Surety(s)), as Surety(s), are held and firmly bound unto the CITY OF ANNA (hereinafter called the Obligee), in the amount of: Dollars ($ ) lawful money of the United States for the payment whereof, the said Principal and Surety bind themselves, and their heirs, administrators, executors, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, the Principal has entered into a certain written Contract Agreement with the Obligee, dated the day of , for the following project: Anna Community Library: approximately 32,500 square foot two (2) story building and Anna Plaza: approximately 75,000 square feet of outdoor landscaping with children's playground and other amenities and said Principal under the law is required before commencing the work provided for in said Contract Agreement to execute a bond in the amount of said Contract Agreement, which Contract Agreement is hereby referred to and made a part hereof as fully and to the same extent as if copied at length herein. NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that if the said Principal shall faithfully perform the work in accordance with the plans, specifications and contract documents, then this obligation shall be void; otherwise to remain in full force and effect. PROVIDED, HOWEVER, that this bond is executed pursuant to the provisions of Chapter 2253 of the Texas Government Code (Article 5472d for Private Work)2 of the Revised Civil Statutes of Texas as amended and all liabilities on this bond shall be determined in accordance with the provisions of said Article to the same extent as if it were copied at length herein. Surety, for value received, stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract Agreement, or to the work performed thereunder, or the plans, specifications, or drawings accompanying the same, shall in anyway affect its obligation on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract Agreement, or to the work to be performed thereunder. IN WITNESS WHEREOF, the said Principal(s) and Surety(s) have signed and sealed this instrument this day of 20_ 2 Not applicable for federal. work. See "The Miller Act," 40 U.S.C. S270. DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F Surety Principal *By: By: (Title) PRINT NAME: By: ADDRESS: PHONE/FAX: By: (Title) (Title) (Title) The undersigned surety company represents that it is duly qualified to do business in Texas and is listed on the U.S. Department of the Treasury list of approved sureties, and hereby designates , an agent resident in County, Texas, to whom any requisite notices may be delivered and on whom service of process may be had in matters arising out of such suretyship. Surety By: PRINT NAME: ADDRESS: PHONE/FAX: DocuSign Envelope ID: 649EC3B7-7571-42CF-ABD1-3C262D70CA5F FgAw 11 1*19-0911LIED KNOW ALL MEN BY THESE PRESENTS, that (hereinafter called the Principal(s)) as Principal(s), and (hereinafter called the Surety(s)), as Surety(s), are held and firmly bound unto the CITY OF ANNA (hereinafter called the Obligee), in the amount of: Dollars ($ ) lawful money of the United States for the payment whereof, the said Principal and Surety bind themselves, and their heirs, administrators, executors, successors and assigns, jointly and severally, firmly by these presents. WHEREAS, the Principal has entered into a certain written Contract Agreement with the Obligee, dated the day of for the: Anna Community Library: approximately 32,500 square foot two (2) story building and Anna Plaza: approximately 75,000 square feet of outdoor landscaping with children's playground and other amenities and said Principal under the law is required before commencing work provided for in said Contract Agreement to execute a bond in the amount of said Contract Agreement, which Contract Agreement is hereby referred to and made a part hereof as fully and to the same extent as if copied at length herein. NOW, THEREFORE, THE CONDITION OF THIS OBLIGATION IS SUCH, that if the said Principal shall pay all claimants supplying labor and material to him or a subcontractor in the prosecution of the work provided for in said Contract Agreement, then this obligation shall be void; otherwise, to remain in full force and effect; PROVIDED, HOWEVER, that this bond is executed pursuant to the provisions of Chapter 2253 of the Texas Government Code as amended and all liabilities on this bond shall be determined in accordance with the provisions of said Article to the same extent as if it were copied at length herein. Surety, for value received, stipulates and agrees that no change, extension of time, alteration or addition to the terms of the Contract Agreement, or to the work performed thereunder, or the plans, specifications, or drawings accompanying the same, shall in anyway affect its obligation on this bond, and it does hereby waive notice of any such change, extension of time, alteration or addition to the terms of the Contract Agreement, or to the work to be performed thereunder. IN WITNESS WHEREOF, the said Principal(s) and Surety(s) have signed and sealed this instrument this day of 20 Surety Principal DocuSign Envelope ID: B48EC3B7-7571-42CF-A8D1-3C262D70CA5F *By: By: (Title) PRINT NAME: By: ADDRESS: PHONE/FAX: By: (Title) (Title) (Title) The undersigned surety company represents that it is duly qualified to do business in Texas and is listed on the U.S. Department of the Treasury list of approved sureties, and hereby designates , an agent resident in County, Texas, to whom any requisite notices may be delivered and on whom service of process may be had in matters arising out of such suretyship. Surety By: PRINT NAME: ADDRESS: PHONE/FAX: DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D7-3C262D70CA5F MAINTENANCE BOND KNOW ALL MEN BY THESE PRESENTS: THAT as PRINCIPAL, and a CORPORATION organized under the laws of as SURETIES, do hereby expressly acknowledge themselves to be held and bound to pay unto the City of Anna, a municipal corporation at Anna, Collin County, Texas the sum of: Dollars ($ ) for the payment which sum well and truly to be made until said City of Anna and its successors, said PRINCIPAL AND SURETIES do hereby bind themselves, their assigns and successors jointly and severally. THIS obligation is conditioned, however, that whereas said , the Contractor, did on 20 enter into a written Contract Agreement with the said City of Anna to build and construct: Anna Community Library: approximately 32.500 square foot two (2) story building and Anna Plaza: approximately 75,000 square feet of outdoor landscaping with children's playground and other amenities in the City of Anna, Texas which Contract Agreement and the Plans and Specifications therein mentioned adopted by the City of Anna, are hereby expressly made a part hereof as though the same were written and embodied herein. WHEREAS, under the Plans and Specifications, and Contract Agreement, it is provided that the CONTRACTOR will maintain and keep in good repair the work herein contracted to be done and performed for a period of two (2) years from the date of acceptance; it being understood that the purpose of this section is to cover all defective material, work or labor performed by said CONTRACTOR, its employees, sub -contractors, materialmen and assigns. NOW THEREFORE, if the said CONTRACTOR shall keep and perform its said agreement to maintain said work and keep the same in repair for the said maintenance period of two (2) years, as provided, then these presents shall be null and void, and have no further effect, but if default shall be made by the said CONTRACTOR in the performance of its Contract Agreement to so maintain and repair said work, then these presents shall have full force and effect, and said CITY OF ANNA shall have and recover from said SURETY, damages in the premises, as provided, and it is further agreed that this obligation shall be a continuing one against the SURETY, hereon, and that successive recoveries may be had thereon for successive breaches until the full amount shall have been exhausted; and it is further understood that the obligation herein to maintain said work shall continue throughout said maintenance period, and the same shall not be changed, diminished, or in any manner affected from any cause during said time. IN WITNESS WHEREOF, the said (Contractor) has caused these presents to be (Surety Co.) executed by its ATTORNEY -IN -FACT and the said DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F ATTORNEY -IN -FACT has hereunto set his hand this the day of , 20 SURETY: PRINCIPAL: (Company) By: Print Name: Title: Address: Phone/Fax: (Company) By: Print Name: Title: Address: Phone/Fax: DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F CERTIFICATE OF INSURANCE DocuSign Envelope ID: B48EC3B7-7571-42CF-A8D1-3C262D70CA5F TO: CITY OF ANNA ANNA, TEXAS THIS IS TO CERTIFY THAT CERTIFICATE OF INSURANCE DATE: PROJECT: (Name and Address of Insured) is, at the date of this certificate, insured by this Company with respect to the business operations hereinafter described, for the types of insurance and in accordance with the provisions of the standard policies used by this Company, and further hereinafter described. Exceptions to standard policy noted hereon. TYPE OF INSURANCE Policy No. Effective Expires Limits of Liability Per Person $ Workmen's Per Occur. $ Compensation Pro erty Damage $ Per Person $ Per Occur. $ Public Liability Pro a Damage $ Per Person $ Per Occur. $ Contingent Liability Pro a Damage $ Per Person $ Per Occur. $ Damage Property Damage $ -Property Per Person $ Per Occur. $ Builder's Risk Pro erty Dama e $ Per Person $ Per Occur. $ Automobile Property Damage $ Per Person $ Per Occur. $ Other Property Damage $ The foregoing Policies (do) (do not) cover all sub -contractors. Locations Covered: Description of Operations Covered: Additional Insured: City of Anna, Texas The above policies, either in the body thereof or by appropriate endorsement, provide that they may not be changed or canceled by the insurer in less than the legal time required after the DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F insured has received written notice of such change or cancellation, or in case there is no legal requirement, in less than sixty (60) days in advance of cancellation or change. FIVE COPIES OF THIS CERTIFICATE MUST BE SENT TO THE OWNER (Name of Insurer) By: Title: Address: Phone/Fax: DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D7-3C262D70CA5F NOTICE TO PROCEED Project: Anna Community Library and Plaza — City of Anna, TX Issued To: Date Issued: You are hereby notified to commence work in accordance with the Agreement dated the day of 20 , on or before the day of 20 and complete all of the work within consecutive calendar days thereafter. The date of completion for all work shall therefore be the day of ,20 Issued by: City of Anna, Texas (Owner) By: Ryan Henderson Interim City Manager ACCEPTANCE OF NOTICE: Receipt of the above notice to proceed is hereby acknowledged by [insert name of contractor], this day of , 20 0 Contractor DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F CHANGE ORDER Date of Issuance: Effective Date: Owner: City of Anna, TX Project: [insert name of project] Contract changes are approved as follows: Description of changes: Reason for Change Order: Attachments: CONTRACT PRICING Original Contract Amount including Add/Alternates: $ Net Increase from Previous Change Orders: $ Contract Price Prior to this Change Order: $ Net Increase/Decrease of this Change Order: $ Contract Price with All Approved Change Orders: $ City of Anna, TX [Insert Name of Contractor] By: Ryan Henderson, Interim City By: [Insert name of signator] Manager Date: Date: Please sign both copies; return one copy to: City of Anna, TX c/o [Insert name of project manager] PO Box 776 Anna, TX 75409-0776 DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F SUPPLEMENTARY GENERAL PROVISIONS AND TECHNICAL SPECIFICATIONS Section 1. SUPPLEMENTARY GENERAL PROVISIONS 1.01 PURPOSE OF SUPPLEMENTARY GENERAL PROVISIONS: This project shall be constructed in accordance with the current City of Anna Standard Specifications ("Standard Specifications"), which include the Standard Specifications for Public Works Construction, latest edition, and which for the purposes of this Contract Agreement also include the these Supplementary General Provisions; provided that where any discrepancies occur between the Supplementary General Provisions and the Standard Specifications, the Supplementary General Provisions shall govern. The Supplementary General Provisions are included herein for the purpose of adapting the Standard Specifications to the project which is the subject of the Contract Agreement and of adding thereto such further provisions as may be necessary to state the agreement in its entirety. 1.02 SCOPE OF WORK: A. Work is to be done in accordance with City of Anna Standard Specifications. B. The work done under the contract documents shall consist of the following: Anna Community Library: approximately 32,500 square foot two (2) story building and Anna Plaza: approximately 75,000 square feet of outdoor landscaping with children's playground and other amenities C. The intent of the contract documents, including the Standard Specifications, General Provisions, Technical Provisions, and other instruments, documents, drawings, maps, etc., comprising the Plans and Specifications, is to describe a completed work to be performed by the Contractor under the Contract Agreement as an independent Contractor. D. The contractor shall furnish all labor, superintendence, machinery, equipment and all materials necessary to complete this project in accordance with contract documents. E. The Contractor will maintain at all times on the job site, a superintendent authorized to receive and fulfill instructions from the engineer. F. The Contractor further agrees that no part of the Contract Agreement shall be assigned without prior written approval from City. G. The Contractor hereby further agrees to pay to Owner as liquidated damages the sum specified in the provided modified AIA A102-2017 Standard Form of Agreement between Owner and Contractor. In the event that the actual damages incurred by the OWNER exceed the amount of liquidated damages, OWNER shall be entitled to recover its actual damages. 1.03 CONTRACTOR SURETY BONDS: With the execution and delivery of the Contract Agreement, the CONTRACTOR shall furnish and file with the OWNER in the amounts herein required, the surety bonds specified hereunder. Without exception, the OWNER'S bond forms, copies of which are amongst the Contract Documents and incorporated into the Contract Agreement, must be used, and exclusive venue for any lawsuit in connection with such bonds DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F shall be in Collin County. Such surety bonds shall be in accordance with the provisions of Texas Government Code, Chapter 2253, as amended, and Art. 7.19-1 of the Insurance Code, as amended. These bonds shall automatically be increased by the amount of any change order or supplemental agreement which increases the Contract Agreement price with or without notice to the surety, but in no event shall a change which reduces the Contract Agreement amount reduce the penal amount of such bonds. If the surety on any Bond furnished by the CONTRACTOR is declared bankrupt or becomes insolvent or its right to do business is terminated or ceases to meet the requirement as set forth above, CONTRACTOR shall within 20 days thereafter substitute another Bond or surety which complies with the requirement hereto. A. PERFORMANCE BOND: A good and sufficient bond in an amount not less than 100- percent of the approximate total amount of the Contract Agreement, as evidenced by the proposal tabulation, or, conditioned on the faithful performance of the work in accordance with the plans, specifications and Contract documents, including performance of any guarantees or warranties required by OWNER, and including any extensions thereof, for the protection of the OWNER. This bond shall also provide for the repair and/or replacement of all defects due to faulty materials and workmanship that appear or become known within a period of one year from the date of completion and acceptance of the improvement by the Owner or such lesser or greater period as may be designated in the Contract Documents. B. PAYMENT BOND: A good and sufficient bond in an amount not less than 100-percent of the approximate total amount of the Contract Agreement, as evidenced by the proposed tabulation, or otherwise solely for the protection and use of payment bond beneficiaries who have a direct contractual relationship with the prime CONTRACTOR or a subcontractor to supply public work or material. C. MAINTENANCE BOND: A maintenance bond in the amount of 100% of the total bid price shall be executed by the contractor as principal and by a corporate surety acceptable to the owner. Said bond shall secure maintenance by the contractor on the project made the subject of the Contract Agreement for two (2) years from the date of acceptance of work by the owner. D. SURETIES: No sureties shall be accepted by the OWNER who are now in default or delinquent on any bonds or who are interested in any litigation against the OWNER. All bonds shall be made on forms furnished by the OWNER, and shall be executed by not less than one corporate surety authorized to do business in the State of Texas and acceptable to the OWNER. Each bond shall be executed by the CONTRACTOR and surety. Each surety shall designate on the bond the name, address and phone number of a representative for the surety located in a county of the State of Texas acceptable to the OWNER to whom any requisite notices may be delivered and on whom service of process may be had in matters arising out of such suretyship. The OWNER reserves the right to reject and all sureties. E. Additional or Substitute Bonds. If at any time the OWNER is or becomes reasonably dissatisfied with any surety of a performance or payment bond, the CONTRACTOR shall, within five days after notice from the OWNER to do so, substitute an acceptable bond (or DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F bonds), or provide any additional bond, and such form and sum and signed by such other surety or sureties as may be reasonably satisfactory to the OWNER. The premiums on such bond shall be paid by the CONTRACTOR without recourse to the OWNER. No further payments under the Contract Agreement shall be deemed due or payable until the substitute or additional bonds have been furnished to and accepted by the OWNER. 1.04 LIMITATION OF LIABILITY, INDEMNIFICATION AND INSURANCE: A. LIMITATION OF LIABILITY: The CONTRACTOR affirmatively represents that he is skilled and experienced in the use and interpretation of drawings and specifications such as those included in the Bid Documents of this Contract Agreement. Further, he also affirmatively represents that he has carefully reviewed the drawings and specifications of this Contract Agreement and that he has based his Bid solely on these documents, not relying in any way on any explanation or interpretation —oral or written from any other source. Unless the CONTRACTOR shall give written notice to the design professional of any ambiguities contained in the drawings or specifications prior to the submission of his bid, the CONTRACTOR agrees that he shall be conclusively presumed that the CONTRACTOR has exercised his aforementioned skill and experience and found the drawings and specifications sufficient and free from ambiguities, errors, or omissions for the purpose of determining his Contract Bid Price for the performance of the work in conformity with the drawings and specifications. Submission of a Bid without prior written notice to the OWNER'S Agent or any claimed ambiguities, errors or omissions shall constitute a waiver of any and all bid -price -related claims by the CONTRACTOR that are based upon any alleged ambiguities, errors, omissions or the like in the drawings or specifications. B. INDEMNIFICATION: The CONTRACTOR agrees to indemnify, defend and save harmless the OWNER and the Engineer, their consultants, agents and employees from and against all loss or expense (including costs and attorney fees) by reason of liability imposed by law upon the OWNER, Engineer, consultants, agents and employees for damages including bodily injury, including death and property damage, including loss of use, sustained by any person or persons, arising out of or in consequence of the performance of this work, whether such injuries to person or damage to property is due or claimed to be due to the negligence of the CONTRACTOR, his sub -contractors, the OWNER, the Engineer, their consultants, agents and employees, except only such injury or damage as shall have been occasioned by the sole negligence of the OWNER, Engineer, Consultant, and/or other Agents. C. INSURANCE: The CONTRACTOR shall comply with each and every condition contained herein. The CONTRACTOR shall provide and maintain, at his sole cost and expense, until the work covered in the Contract Agreement is completed and accepted by the City of Anna, the minimum insurance coverage as follows: 1. Commercial general liability insurance at minimum combined single limits of $1,000,000 per -occurrence per -project and $2,000,000 general aggregate per -project for bodily injury and property damage, which coverage shall include DocuSign Envelope ID: B49EC3B7-7571-42CF-A801-3C262D70CA5F products/completed operations ($1,000,000 products/completed operations aggregate), and XCU hazards. Coverage for productslcompleted operations must be maintained for at least two (2) years after the construction work is completed. Coverage must be maintained to cover the contractor's obligations outlined in the Contract Agreement. 2. Definitions: a) Certificate of coverage ("certificate"): A copy of a certificate of insurance, a certificate of authority to self- insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC- 83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. b) Duration of the project: Includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096): Includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner -operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries and delivery of portable toilets. c) The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the contractor providing services on the project, for the duration of the project. d) The contractor must provide a certificate of coverage to the governmental entity prior to being awarded the Contract Agreement. e) If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. f) The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: (1) a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and, DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D74CA5F (2) no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. g) The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. h) The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, or any change that materially affects the provision of coverage of any person providing services on the project. i) The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, information all persons providing services on the project that they are required to be offered, and stating how a person may verify coverage and report lack of coverage. j) The contractor shall contractually require each person with whom it contracts to provide services on a project, to: (1) provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; (2) provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; (3) provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project: (4) obtain from each other person with whom it contracts, and provide to the contractor: a. a certificate of coverage, prior to the other person beginning work on the project; and, b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; (5) retain all required certificates of coverage on file for the duration of the project and for one year thereafter; (6) notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and, (7) contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. k) By signing the Contract Agreement or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self -insured, with the commission's Division of Self -Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. 1) The contractor's failure to comply with any of these provisions is a breach of Contract Agreement by the contractor which entities the governmental entity to declare the Contract Agreement void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. 3. Comprehensive Automobile and Truck Liability Insurance, covering owned, hired and non -owned vehicles, with a combined bodily injury and property damage minimum limit of $1,000,000.00 per occurrence; or separate limits of $500,000.00 for bodily injury (per person); $500,000.00 for bodily injury (per accident) and $100,000.00 for property damage. Such insurance shall include coverage for loading and unloading hazards. 4. Payment and performance bonds in the amount of the contract price and on the form as provided in the contract documents. PLEASE NOTE: The required limits may be satisfied by any combination of primary, excess, or umbrella liability insurances, provided the primary policy complies with the above requirements and the excess umbrella is following form. The contractor may maintain reasonable and customary deductibles, subject to approval by the City of Anna. A comprehensive general liability insurance form may be used in lieu of a commercial general liability insurance form. In this event, coverage must be written on an occurrence basis, at limits of $1,000,000 per -occurrence, combined single limit, and coverage must include a broad form comprehensive general liability endorsement, coverage for prod uctslcompleted operations, no restrictions on XCU hazards, and broad form contractual liability covering the obligations included in the Contract Agreement. With reference to the foregoing insurance requirement, Contractor shall specifically endorse applicable insurance policies as follows: a. The City of Anna shall be named as an additional insured with respect to general liability and automobile liability. b. All liability policies shall contain cross liability and severability of interest clauses. c. A waiver of subrogation in favor of the City of Anna shall be contained in the workers' compensation insurance policy. d. All insurance policies shall be endorsed to require the insurer to immediately notify the City of Anna of any material change in the insurance coverage. DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F e. All insurance policies shall be endorsed to the effect that the City of Anna will receive at least sixty (60) days notice prior to cancellation of termination of the insurance. All insurance shall be purchased from an insurance company that meets the following requirements: a. A financial rating of A:V or better as assigned by the BEST Rating Company in the most current edition of its manual. b. Licensed and admitted to do business in the State of Texas. All insurance must be written on forms filed with and approved by the Texas State Board of Insurance. Certificates of Insurance shall be prepared and executed by the insurance company or its authorized agent and shall contain provisions representing and warranting the following: a. The company is licensed and admitted to do business in the State of Texas. b. The insurances set forth by the insurance company are underwritten on forms which have been approved by the Texas State Board of Insurance. c. Sets forth all endorsements and insurance coverages according to requirements and instructions contained herein. d. Shall specifically set forth the notice of cancellation or termination provisions to the City of Anna. Upon request, contractor shall furnish the City of Anna with certified copies of all insurance policies. Upon renewal of policies, copies of all updated insurance policies shall be furnished to the City of Anna. 1.05 ADDENDUM: The owner reserves the right to issue an addendum prior to accepting bids for the work. Such addendum(s) shall be, and are hereby made a part of these specifications. Upon receipt of the addendum(s), the Contractor shall acknowledge their receipt by listing the addendum(s) and signing in the appropriate spaces in the Proposal. 1.06 CONSTRUCTION WATER: Construction water necessary for the normal construction of this project will not be provided free to the Contractor. All construction water will be metered by City owned meters or meter(s) owned by the Contractor. A deposit of one thousand five hundred dollars ($1,500.00) is required for a 2 Y2 inch City owned construction meter. The deposit(s) shall be paid at the Utility Office, located at 120 W. Seventh St, Anna, Texas 75409, prior to the use of meter. City owned meter(s) will be installed by the City Utility Department, after the deposit has been made. The meter(s) will be read and billed each month in accordance with the current Customer Services Policy. Any damage that occurs to a City meter during use will be repaired by the City at the expense of the Contractor. The cost of the repairs will be deducted from the deposit and the remaining deposit returned to the Contractor. This procedure will be followed wherever construction water is needed. No exceptions to the rule will be sanctioned. If the meter is set on a fire hydrant, a valve shall be provided so that the flow of the water is not controlled by the operating nut on the fire hydrant. Where water is necessary only to settle dust on the street, at the request of the property owners, the Project Engineer or Project Inspector will notify the Contractor. The necessary application of water for dust shall be considered subsidiary to the other bid items listed in the Proposal and Bid Form of the Contract Agreement. DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F 1.07 DETOURS AND BARRICADES: The Contractor shall, before closing any street or causing any obstruction to traffic on any street, furnish and erect suitable barricades and warning signs to protect the traveling public. The barricades and warning signs will be constructed, placed, and adequately maintained as directed by the Project Engineer. All barricades and warning signs shall conform to and be set in accordance with the Texas Manual on Uniform Traffic Control Devices (TMUTCD) No direct compensation will be made to the Contractor for furnishing, installing, and maintaining barricades and warning signs and their subsequent removal. This is to be considered subsidiary to the several items for which unit prices are requested in the PROPOSAL. 1.08 TRENCH SAFETY: On all trenching in excess of five feet below existing grade, the Contractor shall comply with the standards promulgated by the Occupational Safety and Health Administration (OSHA), of the United States Government, regulating excavations, trenching and shoring. Contractors shall refer to and abide by all OSHA regulations published in 29 CFR 1926, et seq., July 1989 edition, and any revisions thereto published in the Federal Register which may become effective during the period of construction. The contractor's attention is directed to the separate Bid Item for trench safety systems, based on the linear feet of trench excavated, under which full payment will be made for trench safety systems, including any additional excavation and back fill required; sheeting, and bracing; for dewatering or diversion of water; for all jacking and jack removal; and for all other labor, materials, tools, equipment, acquisition of soils information and design of trench safety systems, and incidentals necessary to complete the work. Changes made in the trench safety system after the initiation of construction will not be cause for extension of time, claims for delay or approval of change orders. It is the sole duty, responsibility and prerogative of the Contractor, not the Owner or Engineer, to perform all trenching in a safe manner and in accordance with OSHA regulations. Any apparent unsafe trenching conditions observed by Owner, Engineer, or their representatives on the site, shall be reported to OSHA as well as to Contractor's job superintendent. Work stoppages or corrective actions required of contractor by OSHA shall not be cause for extension of time, claims for delay or approval of change orders. The Contractor shall indemnify and hold harmless the City, its employees and agents, from any and all damages, costs (including, without limitation, legal fees, court costs, and the cost of investigation), judgments or claims by anyone for injury or death of persons resulting from the collapse or failure of trenches constructed under the Contract Agreement. The Contractor acknowledges and agrees that this indemnity provision provides indemnity for the City in case the City is negligent either by act or omission in providing for trench safety, including, but not limited to inspections, failure to issue stop work orders and the hiring of the Contractor. 1.09 PRICE FOR MATERIALS AND STATE SALES TAX: After award of the Contract Agreement, the City of Anna will, on written request of the Contractor, furnish the Contractor with a certificate of exemption from Texas Limited Sales, Excise, and Use Tax in an amount not exceeding the above mentioned bid price for materials and other tangible personal DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F property as stated in the request form. Such written request must contain a statement to the effect that such materials or property have been or will be utilized in the performance of the Contract Agreement to the full extent of the amount for which a certificate of exemption is requested. 1.10 ACCESS TO PRIVATE PROPERTIES: The Contractor will put all private drives in an accessible condition to allow residents ingress and egress before leaving the job site for an extended period of time except during the pouring and curing of drive approaches. "Extended period of time" is defined as overnight, weekends, holidays, or periods of inclement weather. The Contractor will leave with the PROJECT ENGINEER the phone numbers of responsible persons available twenty-four (24) hours a day to handle emergencies concerning egress and ingress. If a vehicle becomes stranded due to an inaccessible condition, any legitimate claims arising from such conditions shall be the sole responsibility of the Contractor. If such claims are not settled prior to the monthly pay estimate, they shall be deducted from that estimate. 1.11 USE OF PRIVATE PROPERTY: The Contractor shall not at any time use private property to park or turn around construction vehicles or store equipment and/or materials without the written permission of the property owner involved. The Contractor shall not at any time use water metered by meters set for the property owners use without written permission of the property owner. 1.12 PROTECTION OF ADJOINING PROPERTY: The Contractor shall be responsible for the protection of all fences, trees, and other improvements on the property adjoining the construction sites from damage by the Contractor's equipment and men. 1.13 PROTECTION OF EXISTING UTILITIES: The Contractor shall make every effort to protect existing utilities. Telephone, gas, and electric lines occur within the construction limits of this project and should be avoided during construction. 1.14 CLEANUP: It is the intent of the Contract Agreement to ensure that an adequate cleanup job be performed by the Contractor as soon during the construction procedure as possible. Before the project is accepted by the City, all rocks, stones, and other construction debris shall be removed to the satisfaction of the Engineer. All necessary cleanup work shall be considered subsidiary to the various bid items on the Contract Agreement. 1.15 GOVERNING DOCUMENTS: The work shall conform to the requirements of these specifications and the details as shown on the drawings. These contract documents are intended to be complementary. Requirements of any of the contract documents are as binding as if called for by all. In the event of conflict between the Contract Agreement and any other contract documents, the Contract Agreement shall govern. In the event of conflict between the drawings and the specifications, the project engineer's interpretation of the drawings shall have priority. In case of conflict between the referenced specifications and the project specifications, the project specifications shall govern. 1.16 SCHEDULE: The Contractor shall provide the project engineer with a schedule of the proposed work on a regular basis. 1.17 SAFETY: Safety precaution shall be used at all times during progress of the work. As appropriate, workman shall be furnished with hard hats, safety shoes, protective gloves, and any other safety apparel that the Contractor determines will reduce the possibility of accidents. DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F The Contractor shall be solely responsible for ensuring the safety of its crew(s), employees and subcontractors, along with the safety of the public, as the work required by these contract documents is performed. 1.18 STOCKPILE/EQUIPMENT AREAS: It shall be the responsibility of the Contractor to secure stockpile areas and equipment storage areas. 1.19 BOUND COPY OF CONTRACT DOCUMENTS: Bidder understands and agrees that the Contract Agreement to be executed by offeror/bidder shall be bound and include the documents set forth as such in the Contract Agreement. 1.20 DRUG -FREE WORKPLACE POLICY: It is the Owner's policy to maintain a drug -free workplace. The Contractor agrees to implement during the progress of this Contract Agreement a drug -free workplace policy. The policy shall include the following provisions: A. Contractor shall have a drug -free workplace policy; B. Contractor shall have a drug awareness program; C. Contractor shall require all employees to receive a copy of the drug -free workplace policy; D. Contractor shall notify Owner of any employee conviction arising from drug use; E. Contractor shall make a "good faith" effort to continue to maintain a drug -free workplace. 1.21 TEXAS STATE SALES TAX: The Contract Agreement is issued by an organization which qualifies for exemption provisions pursuant to provisions of Article 20.04 of the Texas Limited Sales, Excise and Use Tax Act. The Contractor must obtain a limited sales, excise and use tax permit which shall enable him to buy the materials to be incorporated into the work without paying the tax at the time of purchase. 1.22 LABOR AND WORKING HOURS: Attention of each bidder is particularly called to the schedule of general prevailing rate of per diem wages included in these contract documents. The wage rate which must be paid on this project shall not be less than specified in the schedule of general prevailing rates of per diem wages as above mentioned. The bidder's attention is further directed to the requirements of Article 5159a, Vernon's Annotated Civil Statutes, providing for the payment of the wage schedules above mentioned and the Bidder's obligations thereunder. The inclusion of the schedule of general prevailing rate of per diem wages in these contract documents does not release the Contractor from compliance with any wage law that may be applicable. Construction work under the Contract Agreement requiring an inspector will not be performed on weekends or holidays unless the following conditions exist: A. The project being constructed is essential to the City of Anna's ability to provide the necessary service to its citizens. B. Delays in construction are due to factors outside the control of the Contractor. The Contractor is approaching the time when the liquidated damages provisions of the Contract Agreement become applicable and Contractor can show he has made diligent effort to complete the project within the allotted time. Standard working hours are Monday through Saturday, 7:00 a.m. - 7:00 p.m., not including the following holidays: New Year's DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F Day, Dr. Martin Luther King's Birthday, Good Friday, Memorial Day, Independence Day, Labor Day, Veterans Day, Thanksgiving Day, Friday after Thanksgiving, Christmas Eve, and Christmas Day. Any of these holidays falling within a weekend may be designated to a Monday or Friday at the discretion of the City. Before construction work requiring an inspector is to be performed on weekends or holidays, the Contractor must notify the Engineer not less than three (3) full working days prior to the weekend or holiday he desires to do work and obtain written permission from the Engineer to do such work. The final decision on whether to allow construction work requiring an inspector on weekends or holidays will be made by the Engineer. In any event, if a condition should occur or arise at the site of this project or from the work being done under this contract which is hazardous or dangerous to property or life, the Contractor shall immediately commence work, regardless of the day of the week or the time of day, to correct or alleviate such condition so that it is no longer dangerous to property to life. 1.23 TWO-YEAR MAINTENANCE BOND: Prior to final acceptance the Contractor shall furnish the City of Anna a maintenance bond to guarantee against defects in the construction or equipment furnished for the project for one year following acceptance. The bond shall be executed by a surety company holding a license to do business in the State of Texas and acceptable to the City of Anna, in an amount equal to one hundred (100) percent of the Contract Agreement. 1.24 AMERICAN DISABILITIES ACT: "Any person, firm business, partnership, or corporation that provides a service or function to the public or employees, agents or officials of the city of which is performed on behalf of the City of Anna, shall comply with 42 U.S.C. 1210-12213 and any amendments thereto, known as the "American Disabilities Act of 1990"." 1.25 USE OF SUBCONTRACTORS: Upon award of bid, Contractor shall provide City with a list of all possible subcontractors the Contractor may use for the project. City reserves the right to exclude any subcontractor from the project that it reasonably deems unacceptable for the project. The City shall notify contractor in writing of its intent to exclude any subcontractor. By submitting the subcontractor bid number the Contractor confirms a minimum of two successful project experiences with the submitting subcontractor. Subcontractors are required to register with the City of Anna. 1.26 RIGHT TO SHUT DOWN: The City, through its owner representative or otherwise, reserves the right to shut down the project. 1.27 UNCONTROLLABLE CIRCUMSTANCES: In the event a Party hereto cannot fully perform its obligations hereunder due to the intervention of an "Uncontrollable Circumstance", as that term is defined below, then, providing such Party has fully complied with the provisions of this section, such Party shall be excused from such performance but only to the extent and only in the manner set forth herein. For the purposes of this Agreement an Uncontrollable Circumstance shall mean: A. With respect to the Contractor: DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F 1. An Act of God in the form of an unusually severe storm, or flood, or fire or similar event, that could not have been anticipated or guarded against which materially affects the work site, including access or egress thereto; 2. A riot or war situation actually involving the site or actually preventing the Contractor from working on the site, but not including any situations involving suppliers off -site other than those essential suppliers set forth in Exhibit A*; 3. An unanticipated strike involving the forces actually working on the project or involving the employees of those essential suppliers set forth in Exhibit A*, but no other labor stoppage. * Contractor must set forth essential suppliers in an Exhibit C within five (5) business days of award of final contract. Provided however, that no such claimed Uncontrollable Circumstance shall be deemed an Uncontrollable Circumstance for the purposes of this Agreement unless such event actually and directly necessitated a delay in the work around the delays resulting from such Uncontrollable Circumstance. B. With respect to the Owner, an Uncontrollable Circumstance shall mean: 1. The inability to deliver the Site to the Contractor as scheduled due to the intervention of a third Party such as a Court or an agency of a higher level of government. 2. The inability of the Owner to perform its oversight, review and approval functions due to the actual strike of its employees or those of its essential consultants employed for such purpose, but only for such reasonable period of time as might actually be required to replace such forces. In the event either Party is he victim of an Uncontrollable Circumstance as that term is defined above, such Party shall put the other on written notice as soon as practicably possible. Such notice shall specify the Uncontrollable Circumstance and the anticipated affect it will have on that Party's abilities to perform its obligations under the Contract Agreement. As soon thereafter as is practical, but in any event within ten (10) days of such Uncontrollable Circumstance, the affected Party shall provide the other Party, in writing, with its plan to deal with the affects of such Uncontrollable Circumstance and with its proposed amendments to all affected schedules necessarily resulting therefrom. 1.28 CONSTRUCTION SUPERVISION: The Contractor will, at all times, maintain one project superintendent per project who will provide the following functions. He/she will be on site when and where construction activity occurs. He/she will maintain communication with all subcontractors and contractor employees performing construction activities. He/she will be available 24 hours a day, for the duration of the project, for emergency calls concerning events at project sites. He/she will accept no additional responsibility from the Contractor which would inhibit the performance of the above stated functions. DocuSign Envelope ID: 649EC3B7-7571-42CF-A8D1-3C262D70CA5F In the event that the project consists of multiple sites, the project superintendent will identify to the Owner a responsive person at each site with construction activity. The project superintendent will maintain communication with that responsible person during all construction activity. In this even, the project superintendent will not be identified as a responsible person for any given site. If the Owner determines that the performance of the above functions is not being maintained at any time, the Owner reserves the right to shut down the project, at the contractor's expense, until performance of said functions is restored. 1.29 CONFINED SPACE POLICY: CONTRACTOR will be responsible for the establishment and coordination of and required compliance with a Confined Space Entry Program as required by federal law and City ordinance and shall inform the OWNER of said program. CONTRACTOR will obtain any available information regarding permit space hazards from the OWNER and will coordinate all entry operations with the OWNER. CONTRACTOR shall provide, install, operate, and maintain such monitoring, ventilation, and personal protective equipment to provide access to any and all confined space as required by Contractor's Confined Space Entry Program. Said equipment shall meet or exceed the requirements of the Occupational Safety and Health Act (OSHA), federal, state, and local authorities. CONTRACTOR shall provide labor, equipment, and materials necessary to place, operate, and maintain the said equipment as necessary for entrance into confined spaces by the CONTRACTOR or OWNER. At no time shall work be done by the CONTRACTOR within confined spaces without providing said equipment. Payment for this item shall be subsidiary to all other pay items. 1.30 TEMPORARY SUSPENSION OF WORK: CONTRACTOR may from time to time be required by OWNER to temporarily suspend project operations in one area and to commence or continue project operations in another area. OWNER may make such_requirement for any reason which OWNER deems reasonable and/or necessary, including but not limited to as a result of a court order, failure by the OWNER to secure the necessary easements, right of way, or permits required, conflicts between existing or contemplated utilities and the work, and Acts of God. Such requirement may be oral or may be in writing. In the event that the CONTRACTOR is delayed for sixty (60) or less days as a result of any temporary suspension as described above, CONTRACTOR shall not be entitled to nor shall such delay serve as the basis as a claim for additional compensation to CONTRACTOR or damages for mobilization, re -mobilization, or any other damages sustained or alleged to have been sustained by CONTRACTOR. 1.31 FINAL COMPLETION AND ACCEPTANCE: Within ten (10) days after the CONTRACTOR has given written notice that the work has been completed, or substantially completed, the Engineer and the OWNER shall inspect the work and within said time, if the work be found to be completed or substantially completed in accordance with the Contract Documents, the Engineer shall issue to the OWNER and the CONTRACTOR his Certificate of Acceptance of the work to the CONTRACTOR or to advise the CONTRACTOR in writing of the reason for non -acceptance. 1.32 FINAL PAYMENT: Upon the issuance of the Certificate of Completion, the Engineer shall proceed to make final measurements and prepare final statement of the value of all work DocuSign Envelope ID: B48EC3B7-7571-42CF-A8D1-3C262D70CA5F performed and materials furnished under the terms of the Agreement and shall certify same to the OWNER, who shall pay to the CONTRACTOR on or after the 30th day, and before the 35th day, after the date of the Certificate of Completion, the balance due the CONTRACTOR under the terms of this Agreement, provided he has fully performed his contractual obligations under the terms of the Contract Agreement; and said payment shall become due in any event upon said performance by the CONTRACTOR. Neither the Certificate of Acceptance nor the final payment, nor any provision in the Contract Documents, shall relieve the CONTRACTOR of the obligation for fulfillment of any warranty which may be required. 1.33 PAYMENTS WITHHELD: The OWNER may, on account of subsequently discovered evidence, withhold or nullify the whole or part of any certificate to such extent as may be necessary to protect himself from loss on account of: (a) Defective work not remedied. (b) Claims filed or reasonable evidence indicating probable filing of claims. (c) Failure of the CONTRACTOR to make payments properly to subcontractors or for material or labor. (d) Damage to another contractor. (e) Reasonable doubt that the work can be completed for the unpaid balance of the Contract Agreement amount. (f) Reasonable indication that the work will not be completed within the contract time. When the above grounds are removed or the CONTRACTOR provides a Surety Bond satisfactory to the OWNER, which will protect the OWNER in the amount withheld, payment shall be made for amounts withheld because of them. Section 2. TECHNICAL SPECIFICATIONS 2.01 PURPOSE OF TECHNICAL SPECIFICATIONS: This project shall be constructed in accordance with the current City of Anna Standard Specifications ("Standard Specifications"), which include the Standard Specifications for Public Works Construction, latest edition, and which for the purposes of this Contract Agreement also include the the Supplementary General Provisions and these Technical Specifications; provided that where any discrepancies occur between the Technical Specifications, the Supplementary General Provisions and/or the Standard Specifications, these Technical Specifications shall govern. The Technical Specifications are included herein for the purpose of adapting the Supplementary General Provisions to the project which is the subject of the Contract Agreement and of adding thereto such further provisions as may be necessary to state the agreement in its entirety. 2.02 PROJECT SIGNS: The Contractor on this project shall provide and erect up to two (2) project signs as required. Generally, project sign shall be located at the beginning and end of the project street sections and on major intersecting streets. Locations of signs will be as indicated by the Owner's representative. DocuSign Envelope ID: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F The sign shall be substantially in accordance with the drawing enclosed as part of these specifications. Construction shall be on 3/4" weatherproof (marine) plywood and the painting shall be accomplished with good quality paint which will not weather or fade excessively during life of contract. Sign colors shall be as indicated or equivalent color values as provided by other manufacturers. Signs shall be placed in prominent locations and maintained in good condition until the completion of the project. Damaged or defaced signs will be repaired within two working days at the Contractor's expense. The cost of the sign(s) shall be considered subsidiary to the unit prices bid on this project, unless otherwise noted. Signs shall become the property of the City of Anna after completion of the project. 2.03 FLEXIBLE BASE GENERAL INFORMATION: All Flexible Base shall be provided in accordance with TXDOT ITEM 247. 2.04 MATERIALS AND EQUIPMENT: The Contractor shall be free to secure the approved materials, equipment and articles from sources of his own selection. However, if the Owner finds that the work shall be delayed or adversely affected in any way because a selected source of supply cannot furnish a uniform product in sufficient quantity and at the time required and a suitable source does exist, or the product is not suitable for the work, the Owner shall have the right to require the original source of supply changed by the Contractor. The Contractor shall have no claim for extra cost or damage because of this requirement. The Contractor warrants to the Owner that all materials and equipment furnished under this Contract Agreement shall be new unless otherwise specified in the contract documents; and that same shall be of good quality and workmanship, free from faults and defects and in conformance with the contract documents. All materials and equipment not conforming to these requirements, including substitutions and not properly approved and authorized, may be considered defective, and shall be promptly repaired or replaced by the Contractor at the Contractor's sole cost upon demand of the Owner. If required by the Owner, the Contractor shall furnish evidence as to the kind and quality of materials and equipment. 2.05 WORKMANSHIP: The Contractor shall furnish the Owner with every reasonable facility for ascertaining whether or not the work performed was in accordance with the requirements and intent of the plans and specifications. Any work done (except excavation) or materials used without suitable inspection by the Owner may be ordered removed and replaced at the Contractor's expense. The Contractor shall promptly correct or replace all work rejected by the Owner as defective or as failing to conform to the contract documents whether observed before or after substantial completion and whether or not fabricated, installed or completed. The Contractor shall bear all costs of correcting such rejected work, including costs incurred for additional services necessary thereby. 2.06 REMOVAL OF DEFECTIVE AND UNAUTHORIZED WORK: All work which has been rejected or condemned shall be repaired, or if it cannot be repaired satisfactorily, it shall be removed and replaced at the Contractor's expense. Defective materials shall be immediately removed from the site of the work. Upon failure of the Contractor to repair satisfactorily or to remove and replace, if so directed, rejected, unauthorized or condemned work or materials, DocuSign Envelope ID: B49EC3B7-7571-42CF-ABD1-3C262D70CA5F immediately after receiving notice to the Owner, the Owner shall, after giving written notice to the Contractor, have the authority to cause defective work to be remedied or removed and replaced, or to cause unauthorized work to be removed and to deduct the cost thereof from any monies due or to become due the Contractor. Alternatively, the Owner may, at its option, declare the Contractor in default, in which event the performance bond surety shall complete the contract. DocuSign Envelope l0: B49EC3B7-7571-42CF-A8D1-3C262D70CA5F RFP - SITE LOGISTICS PLAN A Site Logistics Plan has been provided for reference and feedback. The City of Anna has a Right -of -Way (ROW) project adjacent to the Anna Community Library and Plaza projects; the work will be completed by another contractor and is not in this scope of work. The new road construction is expected to start on S. Riggins St., (between W 5th St and W 7th St), then W 5th St (from S Powell Pkwy to S Riggins St), then complete W 7th St (from S Powell Pkwy to S Riggins St). The ROW project is expected to begin construction on November 1, 2023 and have a duration time of approximately 6 months. Therefore, ROW work will be taking place concurrently with the Anna Library and Plaza projects. As a result, the selected contractor will have to regularly meet and coordinate with the ROW contractor. Site access will be limited during the ROW construction work. Once the ROW construction work has been completed, the awarded Library and Plaza contractor will have access to a designated portion of the ROW for staging. Staging areas and construction access to the Library and Plaza construction site will change, at least once, as a result of the ROW construction project. The City of Anna expects the two contractors to work together to coordinate access, deliveries, and limits of construction for all projects involved. The City of Anna will require a meeting with both contractors and Project Advocates prior to starting the Library and Plaza projects for initial coordination; thereafter regular coordination and communication is expected for all parties. The items shown on the provided Site Logistics Plan are proposed and open to discussion. PROPOSED SITE LOGISTICS PLAN FOR THE ANNA COMMUNITY LIBRARY AND ANNA PLAZA PROJECTS P a np OAnnIIIF❑haal. ... I ... ..... I ;•-.-.-•-.-.-•-.-•-•-.-•-.-•-.-•-.-•-.-•-.-•-•-.-. WEST DIH$T� "'��........ j _ j-------„ LIBRARY CONSTRUCTION& STAGING AREA CONTAINMENT UNTILROW WOW - PHASE I j PROPOSED LBBARY j (BY OTHERS) IS COMPLETED _T f1 T j LIBRARY CONSTRUCTION LIBRARY LAYDOWN AREA UNTIL j------•- STAGE TWO CO STRU FENCING LIMITS CROW WORK OMPLETED BY OTHERS)IS ;- I (WHEN 5fH ST ROW WORK IS I COMPLETED, BY OTHERS) 1 j j 1 I ' i LIBRARY IAYDOWN & STAGING HJBSTA)O j - AREA WILL MOVE AFTER ROW STATION j �� �� WORK (BY OTHERS) IS COMPLETE j I 1 LIBRARY CONTRACTOR PARKING ..................... --I. N I ROW (BY OTHERS) STAGING AREA U EXISTING CRY HALL 1 '¢ Z ` - PROPOSED INITIAL CONSTRUCTION ACCESS UNTI 0 RIGGINS ST. ROW CONSTRUCION (BY OTHERS) 1 IS COMPLETE I / PROPOSED CONSTRUCTION ACCESS AFTER RIGGINS ST ROW CONSTRUCTION (BY OTHERS) IS COMPLETE 1 I L I I I I I I I WEST TTH ST, DocuSign Envelope ID: 849EC3B7-7571-42CF-A8D1-3C262070CA5F RFP PROJECT SCHEDULE The attached Project Schedule is attached for reference and is subject to change. 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