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Res 2019-02-546 Lee Lewis Construction, Inc. - Anna Municipal Complex Center
CITY OF ANNA, TEXAS RESOLUTION NO.d,2/!2 _Og 5�40 A RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH LEE LEWIS CONSTRUCTION, INC. OF DALLAS, TEXAS FOR CONSTRUCTION MANAGER AT RISK SERVICES FOR THE CITY OF ANNA MUNICIPAL COMPLEX PROJECT. WHEREAS, the City Council of the City of Anna (the City Council) finds that the Construction Manager At Risk (CMAR) approach is best suited for the construction of the City of Anna Municipal Complex Project (the Project); and, WHEREAS, the City Council of the City of Anna, Texas has previously authorized the City Manager to negotiate a contract with Lee Lewis Construction, Inc. for the Project; and, WHEREAS, The Preconstruction Services Fee is $25,000, the Construction Phase Services Fee is 2.2% of the construction budget, and the Not -to -Exceed General Conditions Costs is $1,019,023; and, WHEREAS, there are funds available for the Project in the Combination Tax and Revenue Certificates of Obligation Series 2018, said funds being assigned for this purpose; and, WHEREAS, the City Council desires to authorize the City Manager to execute a contract with Lee Lewis Construction, Inc. for construction of the Project; 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. The City Council hereby approves the contract agreement with Lee Lewis Construction, Inc. of Dallas, Texas for the project, attached hereto as Ext A, and authorizes, ratifies and approves the City Manager's execution of the same subject to final legal review and approval by the City Attorney, The City Manager is hereby authorized to execute all documents and to take all other actions necessary to finalize, act under, and enforce the Agreement. PASSED AND APPROVED by the City Council of the City of Anna, Texas, on this 26th day of February 2019. ATTEST: City Secretary Carrie L. Smith RESOLUTION NO. � CMAR Contract APPROVED: te Pike O PAGE 1 OF 1 AIIA Document A133TN moss 2009 Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price AGREEMENT made as of the 26th day of February in the year 2019 (In words, indicate dtps month and year.) BETWEEN the Owner: (Name, legal status and address) City of Anna 11 I N. Powell Pkwy. P.O. Box 776 Anna, TX 75409-0776 and [he Construction Manager: (Name, legal status and address) Lee Lewis Conshmc[ion, Inc. 17177 Preston Rd., Ste. 160 Dallas, TX 75248 for the following Project: (Name and address or location) A new Municipal Complex for [he CiTy of Anna [o include a CiTy Administration/Municipal Court/Police Facility Building and a separate freestanding Central Fire Station/Fire Administration Building including without limitation associated paving, parking facilities, utilities and other site improvements NE Corner 711 Street & N. Powell Pkwy. Anna, TX The Architect: (Name, legal status and address) Randall Scott Architects 2140 Lake Park Blvd., #300 Richardson, TX 75080 The Owner's Designated Representative: (Name, address and other information) Carrie Smith City Secretary 111 N. Powell Pkwy. P.O. Box 776 Anna, TX 75409-0776 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. A vertical line in the left margin of this document indicates where the author has added necessary information and where the author has added to or deleted from the original AIA text. This document has import ant legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AIA Document A201 T"-2007, General Conditions of the Contract far Construction, is adopted in this document by reference. Do not use with other general conditions unless this document is modified. Init. AIA Document A733*"' —2009 (formerly A721'"'CMc — 2003). Copyright ®1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA° � Document, or any portion of it, may result in severe civil and criminal penalties, antl will be prosecuted to the maximum extent possible under the law. / This tlocument was produced by AIA software al 17:16:31 ET on 03/05/2019 under Order No.3780910300 which expires on 04/25/2019, and is not for resale. User Nates: (2052681049) The Construction Managel•'s Designated Representative: (Name, address and other information) Bob Fullington Lee Lewis Construction, Inc. 17177 Preston Rd., Ste. 160 Dallas, TX 75248 The Architect's Designated Representative: (Name, address and other information) Randall Scot[ 2140 Lake Park Blvd., #300 Richardson, TX 75080 The Owner and Construction Manager agree as follows. Init. AIA Document AiJJ'^'— 2009 (Pormerly A121 *'"CMc — 20031. Copyright O 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Trealles. Unauthorized reproduction or distribution of this AIA° Z Document, ar any portion of it, may result in severe civil and criminal penalties, and will he prosecutetl to the mazimum eztent possihle under the law. / This document was produced by AIA software at 17:16:31 ET an 03/05/2019 under Order No.3760910300 which expires on 04/25/2919, and is not for resale. User Notes: (2052681049) TABLE OF ARTICLES 1 GENERAL PROVISIONS 2 CONSTRUCTION MANAGER'S RESPONSIBILITIES 3 OWNER'S RESPONSIBILITIES 4 COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES 5 COMPENSATION FOR CONSTRUCTION PHASE SERVICES 0 COST OF THE WORK FOR CONSTRUCTION PHASE 7 PAYMENTS FOR CONSTRUCTION PHASE SERVICES 8 INSURANCE AND BONDS 9 DISPUTE RESOLUTION 10 TERMINATION OR SUSPENSION 11 MISCELLANEOUS PROVISIONS 12 SCOPE OF THE AGREEMENT EXHIBIT A GUARANTEED MAXIMUM PRICE AMENDMENT ARTICLE 1 GENERAL PROVISIONS § 1.1 The Contract Documents The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary and other Conditions, including without limitation AIA Document A201T"L2007 as referenced below), Drawings, Specifications, Addenda issued prior to the execution of this Agreement, documents enumerated in Section 12.2, other documents listed in this Agreement, and Modifications (defined in Section 1.1.1 of A201-2007) 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. All references to AIA Document A201T"L2007, General Conditions of the Contract for Construction and references to any sections of AIA Document A201-2007 are intended to solely include said general conditions as revised by agreement of the Owner and Construction Manager. Upon the Owner's acceptance of the Construction Manager's Guaranteed Maximum Price proposal, the Contract Documents will also include the documents described in Section 2.2.3 and identified in the Guaranteed Maximum Price Amendment and revisions prepared by the Architect and furnished by the Owner as described in Section 2.2.8. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. If anything in the other Contract Documents, other than a Modification, is inconsistent with this Agreement, this Agreement shall govern. The term "the Work" is used in this Agreement to describe the labor, materials, and other goods/services necessary to perform the Construction Manager's obligations under the Contract Documents. § 1.2 Relationship of the Parties The Construction Manager• accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner to cooperate with the Architect and exercise the Construction Manager's skill and judgment in furthering the interests of the Owner; to furnish efficient construction administration, management services and supervision; to furnish at all times an adequate supply of workers and materials; and to perform the Work in an expeditious and economical manner consistent with the Owner's interests. The Owner agrees to furnish or approve, in a timely manner, information required by the Construction Manager and to make payments to the Construction Manager in accordance with the requirements of the Contract Documents. Construction Manager is an independent Init. AIA Document A733TM— 2009 (formerly A121 *MCMC— 2003). Copyright 8 1991, 2093 and 2009 by The American Institute of Architects. All rights reserv ed. WARNING: This AIA° Document is protected by U.S. CapyNght Law and International Treaties. Unauthorized reproductlan or distdbution of this AIA° .3 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. / This document was produced by AIA software at 17:16:31 ET on 03/05/2019 under Order No.3780910300 which expires on 04/25/2019, and is not for resale. User Notes: (2052681049) contractor with respect to Owner, and the execution of this Agreement does not create any joint venture or partnership between them. Contractor shall not be entitled to any benefits of employment with Owner. § 1.3 General Conditions For the Preconstruction Phase, AIA Document A201 TM -2007, General Conditions of the Contract for Construction, shall apply only as specifically provided in this Agreement. For the Construction Phase, the general conditions of the contract shall be as set forth in A201-2007, which document is incorporated herein by reference. The term "Contractor" as used in A201-2007 shall mean the Construction Manager. ARTICLE 2 CONSTRUCTION MANAGER'S RESPONSIBILITIES The Construction Manager's Preconstruction Phase responsibilities are set forth in Sections 2.1 and 2.2. The Construction Manager's Construction Phase responsibilities are set forth in Section 2.3. The Owner and Construction Manager may agree, in consultation with the Architect, for the Construction Phase to commence prior to completion of the Preconstruction Phase, in which case, both phases will proceed concurrently. The Construction Manager shall identify a representative authorized to act on behalf of the Construction Manager with respect to the Project. § 2.1 Preconstruction Phase § 2.1.1 The Construction Manager shall provide a preliminary evaluation of the Owner's program, schedule and construction budget requirements, each in terms of the other. § 2.1.2 Consultation The Construction Manager shall schedule and conduct meetings with the Architect and Owner to discuss such matters as procedures, progress, coordination, and scheduling of the Work. The Construction Manager shall advise the Owner and the Architect on proposed site use and improvements, selection of materials, and building systems and equipment. The Construction Manager shall also provide recommendations consistent with the Project requirements to the Owner and Architect on constructability; availability of materials and labor; time requirements for procurement, installation and construction; and factors related to construction cost including, but not limited to, costs of alternative designs or materials, preliminary budgets, life -cycle data, and possible cost reductions. § 2.1.3 When Project requirements in Section 3. 1.1 have been sufficiently identified, the Construction Manager shall prepare and periodically update a Project schedule for the Architect's review and the Owner's acceptance. The Construction Manager shall obtain the Architect's approval for the portion of the Project schedule relating to the performance of the Architect's services. The Project schedule shall coordinate and integrate the Construction Manager's services, the Architect's services, other consultants' services, and the Owner's responsibilities and identify items that could affect the Project's timely completion. The updated Project schedule shall include the following: submission of the Guaranteed Maximum Price proposal; components of the Work; times of commencement and completion required of each Subcontractor; ordering and delivery of products, including those that must be ordered well in advance of construction; and the occupancy requirements of the Owner. § 2.1.4 Phased Construction The Construction Manager shall provide recommendations with regard to accelerated or fast-track scheduling, procurement, or phased construction. The Construction Manager shall take into consideration cost reductions, cost information, constructability, provisions for temporary facilities, and procurement and construction scheduling issues. § 2.1.5 Preliminary Cost Estimates § 2.1.5.1 Based on the preliminary design and other design criteria prepared by the Architect, the Construction Manager shall prepare preliminary estimates of the Cost of the Work or the cost of program requirements using area, volume or similar conceptual estimating techniques for the Architect's review and Owner's approval. If the Architect or Construction Manager suggests alternative materials and systems, the Construction Manager shall provide cost evaluations of those alternative materials and systems. § 2.1.5.2 As the Architect progresses with the preparation of the Schematic Design, Design Development and Construction Documents, the Construction Manager shall prepare and update, at appropriate intervals agreed to by the Owner, Construction Manager and Architect, estimates of the Cost of the Work of increasing detail and refinement and allowing for the further development of the design until such time as the Owner and Construction Manager agree on a Guaranteed Maximum Price for the Work. Such estimates shall be provided for the Architect's review and the Init. AIA Document A133T^' — 2009 (formerly A121 T"CMc — 2003). Copyright ®1991, 2003 and 2009 by The American Institute of Architects. All rights reserv ed. WARNING: This AIA° Document Is protected by U.S. Copyright Law and Intematlonal Treaties. Unauthorized reproduction ar distribution of this AIA° 4 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the mazlmum ertent possihle under the law. / This document was produced by AIA software at 17:16:31 ET on 03/95/2019 under Order No.3780910309 which expires on 04/25/2019, and is not for resale. User Notes: (2952681949) Owner's approval. The Construction Manager shall inform the Owner and Architect when estimates of the Cost of the Work exceed the latest approved Project budget and make recommendations for corrective action. § 2.1.6 Subcontractors and Suppliers The Construction Manager shall develop bidders' interest in the Project by providing bidding documents to Dodge Reports and any vendors requested by the City of Anna. § 2.1.7 The Construction Manager shall prepare, for the Architect's review and the Owner's acceptance, a procurement schedule for items that must be ordered well in advance of construction. The Construction Manager shall expedite and coordinate the ordering and delivery of materials that must be ordered well in advance of construction. If the Owner agrees to procure any items prior to the establishment of the Guaranteed Maximum Price, the Owner shall procure the items on terms and conditions acceptable to the Construction Manager. Upon the establishment of the Guaranteed Maximum Price, the Owner shall assign all contracts for these items to the Construction Manager and the Construction Manager shall thereafter accept responsibility for them. § 2.1 .8 Extent of Responsibility The Construction Manager shall exercise reasonable care in preparing schedules and estimates. The Construction Manager, however, does not warrant or guarantee estimates and schedules except as may be included as part of the Guaranteed Maximum Price. The Construction Manager is not required to ascertain that the Drawings and Specifications are in accordance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, but the Construction Manager shall promptly report to the Architect and Owner any nonconformity discovered by or made known to the Construction Manager as a request for information in such form as the Architect may require. § 2.1.9 Notices and Compliance with Laws The Construction Manager shall comply with applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities applicable to its performance under this Contract, and with equal employment opportunity programs, disability and related access and facilities requirements, and other programs as may be required by governmental and quasi governmental authorities for inclusion in the Contract Documents. § 2.2 Guaranteed Maximum Price Proposal and Contract Time § 2.2.1 At a time to be mutually agreed upon by the Owner and the Construction Manager and in consultation with the Architect, the Construction Manager shall prepare a Guaranteed Maximum Price proposal for the Owner's review and acceptance. The Guaranteed Maximum Price in the proposal shall be the sum of the Construction Manager's estimate of the Cost of the Work, including contingencies described in Section 2.2.4, and the Construction Manager's Fee. § 2.2.2 To the extent that the Drawings and Specifications are anticipated to require further development by the Architect, the Construction Manager shall provide in the Guaranteed Maximum Price for such further development consistent with the Contract Documents and reasonably inferable therefrom. Such father development does not include such things as changes in scope, systems, kinds and quality of materials, finishes or equipment, all of which, if required, shall be incorporated by Change Order. § 2.2.3 The Construction Manager shall include with the Guaranteed Maximum Price proposal a written statement of its basis, which shall include the following: .1 A list of the Drawings and Specifications, including all Addenda thereto, and the Conditions of the Contract; .2 A list of the clarifications and assumptions made by the Construction Manager in the preparation of the Guaranteed Maximum Price proposal, including assumptions under Section 2.2.2, to supplement the information provided by the Owner and contained in the Drawings and Specifications; .3 A statement of the proposed Guaranteed Maximum Price, including a statement of the estimated Cost of the Work organized by trade categories or systems, allowances, contingency, and the Construction Manager's Fee; .4 The anticipated date of Substantial Completion upon which the proposed Guaranteed Maximum Price is based; and .5 A date by which the Owner must accept the Guaranteed Maximum Price, Init. AIA Document A133*" — 2009 (formerly A121 *"CMc — 2003(. Copyright ®1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA° 5 Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent passible under the law. I This document was protluced by AIA software at 17:16:31 ET on 03/05/2019 under Order No.3780910300 which expires on 04/25/2019, and is not for resale. User Notes: (2052681049) S 2.2.4 In preparing the Construction Manager's Guaranteed Maximum Price proposal, the Construction Manager shall include its contingency for the Construction Manager's exclusive use to cover those costs considered reimbursable as the Cost of the Work but not included in a Change Order. § 2.2.5 The Construction Manager shall meet with the Owner and Architect to review the Guaranteed Maximum Price proposal. In the event that the Owner and Architect discover any inconsistencies or inaccuracies in the information presented, they shall promptly notify the Construction Manager, who shall make appropriate adjustments to the Guaranteed Maximum Price proposal, its basis, or both. § 2.2.6 If the Owner notifies the Construction Manager that the Owner has accepted the Guaranteed Maximum Price proposal in writing before the date specified in the Guaranteed Maximum Price proposal, the Guaranteed Maximum Price proposal shall be deemed effective without further acceptance from the Construction Manager. Following acceptance of a Guaranteed Maximum Price, the Owner and Construction Manager shall execute the Guaranteed Maximum Price Amendment amending this Agreement, a copy of which the Owner shall provide to the Architect. The Guaranteed Maximum Price Amendment shall set forth the agreed upon Guaranteed Maximum Price with the information and assumptions upon which it is based. § 2.2.7 The Construction Manager shall not incur any cost to be reimbursed as part of the Cost of the Work prior to the commencement of the Construction Phase, unless the Owner provides prior written authorization for such costs. § 2.2.8 The Owner shall authorize the Architect to provide the revisions to the Drawings and Specifications to incorporate the agreed upon assumptions and clarifications contained in the Guaranteed Maximum Price Amendment. The Owner shall promptly furnish those revised Drawings and Specifications to the Construction Manager as they are revised. The Construction Manager shall notify the Owner and Architect of any inconsistencies between the Guaranteed Maximum Price Amendment and the revised Drawings and Specifications. § 2.2.9 The Construction Manager shall include in the Guaranteed Maximum Price all sales, consumer, use and similar taxes, if any, for the Work provided by the Construction Manager that are legally enacted, whether or not yet effective, at the time the Guaranteed Maximum Price Amendment is executed. § 2.3 Construction Phase § 2.3.1 General § 2.3.1.1 For purposes of Section 8.1.2 of A201-2007, the date of commencement of the Work shall mean the date of commencement of the Construction Phase. § 2.3.1.2 The Construction Phase shall commence upon the Owner's acceptance of the Construction Manager's Guaranteed Maximum Price proposal and the Owner's issuance of a Notice to Proceed. § 2.3.2 Administration § 2.3.2.1 Those portions of the Work that the Construction Manager does not customarily perform with the Construction Manager's own personnel shall be performed under Subcontracts or by other appropriate agreements with the Construction Manager ("Subcontracts"). The Owner may designate specific persons from whom, or entities front which, the Construction Manager shall obtain bids. The Construction Manager shall obtain bids from Subcontractors and from suppliers of materials or equipment fabricated especially for the Work and shall deliver such bids to the Architect. The Construction Manager shall then determine, with the advice of the Owner and the Architect, which bids will be accepted. The Construction Manager shall not be required to contract with anyone to whom the Construction Manager has reasonable objection. The Construction Manager Inas a duty to Owner to ensure the good and workmanlike performance of all potions of the Work to be performed by its subcontractors, and is agreed to be the entity solely responsible for the hiring and supervision of all subcontractors. § 2.3.2.2 If the Guaranteed Maximum Price has been established and when a specific bidder (1) is recommended to the Owner by the Construction Manager, (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 Construction Manager may require that a Change Order be issued to adjust the Contract Time and the Guaranteed Maximum Price by the difference between the bid of the person or entity recommended to the Owner by the Construction Manager and the amount and time requirement of the Subcontract or other agreement actually signed with the person or entity designated by the Owner. Init. AIA Document A1337" — 2009 (formerly A121TMCMC —2003). Copyright® 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA° 6 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. / This document was produced by AIA software at 17:16:31 ET on 03/05/2019 under Order No.3760910300 which expires on 04/25/2019, and is not for resale. User Notes: (2052661049) § Z,4,43 Subcontracts or other agreements shall conform to the applicable payment provisions of this Agreement, and shall not be awarded on the basis of cost plus a fee without the prior consent of the Owner. If the Subcontract is awarded on a cost plus fee basis, the Construction Manager shall provide in the Subcontract for the Owner to receive the same audit rights with regard to the Subcontractor as the Owner receives with regard to the Construction Manager in Section 6.11 below. § 2.3.2.4 If the Construction Manager recommends a specific bidder that may be considered a "related party" according to Section 6. 10, then the Construction Manager shall promptly notify the Owner in writing of such relationship and notify the Owner of the specific nature of the contemplated transaction, according to Section 6.10.2. § 2.3.2.5 The Construction Manager shall schedule and conduct meetings to discuss such matters as procedures, progress, coordination, scheduling, and status of the Work. The Construction Manager shall prepare and promptly distribute detailed minutes of said meetings to the Owner and Architect. Any deviation in the Work from the approved Project plans which is not memorialized by a Change Order and recorded in said minutes is deemed and agreed to be the sole responsibility of Construction Manager. § 2.3.2.6 Upon the execution of the Guaranteed Maximum Price Amendment, the Construction Manager shall prepare and submit to the Owner and Architect a construction schedule for the Work and submittal schedule in accordance with Section 3.10 of A201-2007. § 2.3.2.7 The Construction Manager shall record the progress of the Project. On a monthly basis, or otherwise as agreed [o by the Owner, the Construction Manager shall submit written progress reports to the Owner and Architect, showing percentages of completion and other information required by the Owner. The Construction Manager shall also keep, and make available to the Owner and Architect, a daily log containing a record for each day of weather, portions of the Work in progress, number of workers on site, identification of equipment on site, problems that might affect progress of the work, accidents, injuries, and other information required by the Owner. § 2.3.2.8 The Construction Manager shall develop a system of cost control for the Work, including regular monitoring of actual costs for activities in progress and estimates for uncompleted tasks and proposed changes. The Construction Manager shall identify variances between actual and estimated costs and report the variances to the Owner and Architect and shall provide this information in its monthly reports to the Owner and Architect, in accordance with Section 2.3.2.7 above. § 2.4 Professional Services Section 3.12.10 of A201-2007 shall apply to both the Preconstruction and Construction Phases. § 2.5 Hazardous Materials Section 10.3 of A201-2007 shall apply to both the Preconstruction and Construction Phases. ARTICLE 3 OWNER'S RESPONSIBILITIES § 3.1 Information and Services Required of the Owner § 3.1.1 The Owner shall provide information with reasonable promptness, regarding requirements for and limitations on the Project, including a written program which shall set forth the Owner's objectives, constraints, and criteria, including schedule, space requirements and relationships, flexibility and expandability, special equipment, systems, sustainability and site requirements. § 3.1,2 Prior to the execution of the Guaranteed Maximum Price Amendment, the Construction Manager may request in writing that the Owner provide reasonable evidence that the Owner has made financial arrangements%to fulfill the Owner's obligations under the Contract. Thereafter, the Construction Manager may only request such evidence if (1) the Owner fails to make payments to the Construction Manager as the Contract Documents require, (2) a change in the Work materially changes the Contract Sum, or (3) the Construction Manager identifies in writing a reasonable concern regarding the Owner's ability to make payment when due. The Owner shall furnish such evidence as a condition precedent to commencement or continuation of the Work or the portion of the Work affected by a material change. After the Owner furnishes the evidence, the Owner shall not materially vary such financial arrangements without prior notice to the Construction Manager and Architect. Init. AIA Document A733'""— 2009 (formerly A121 *"CMc— 2003). Copyright O 1991, 2003 and 2009 by The American Institute of Architects. All rights reservetl. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of lhls AIA° 7 Document, or any gonion of it, may result in severe civil and criminal penalties, and will he prosecuted to the maximum extent possible under the law. / This document was produced by AIA software at 17:1 fi:31 ET on 03/05/2079 under Order No.3760910300 which expires on 04/25/2019, and is not for resale. User Notes: (2052661049) S a. 1.3 The Owner shall establish and periodically update the Owner's budget for the Project, including (1) the budget for the Cost of the Work as defined in Section 6.1.1, (2) the Owner's other costs, and (3) reasonable contingencies related to all of these costs. If the Owner significantly increases or decreases the Owner's budget for the Cost of the Work, the Owner shall notify the Construction Manager and Architect. The Owner and the Architect, in consultation with the Construction Manager, shall thereafter agree to a corresponding change in the Project's scope and quality. § 3.1.4 Structural and Environmental Tests, Surveys and Reports. During the Preconstruction Phase, the Owner shall furnish the following information or services with reasonable promptness. The Owner shall also furnish any other information or services under the Owner's control and relevant to the Construction Manager's performance of the Work with reasonable promptness after receiving the Construction Manager's written request for such information or services. The Construction Manager shall be entitled to rely on the accuracy of information and services furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work. § 3.1.4.1 The Owner shall furnish tests, inspections and reports required by law and as otherwise expressly agreed to by the parties. § 3.1.4.2 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; designated wetlands; adjacent drainage; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data with respect to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a Project benchmark. § 3.1.4.3 The Owner, when such services are requested, shall furnish services of geotechnical engineers, which may include but are not limited to test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, seismic evaluation, ground corrosion tests and resistivity tests, including necessary operations for anticipating subsoil conditions, with written reports and appropriate recommendations. § 3.1.4.4 During the Construction Phase, the Owner shall furnish information or services required of the Owner by the Contract Documents with reasonable promptness. The Owner shall also furnish any other information or services under the Owner's control and relevant to the Construction Manager's performance of the Work with reasonable promptness after receiving the Construction Manager's written request for such information or services, to the extent permissible under state law. Construction Manager agrees that no request for information made pursuant to this paragraph should be considered a request for public information for purposes of the Texas Public Information Act unless expressly marked as such by Construction Manager. § 3.2 Owner's Designated Representative The Owner shall identify a representative authorized to act on behalf of the Owner with respect to the Project. The Owner's representative shall render decisions promptly and furnish information expeditiously, so as to avoid unreasonable delay in the services or Work of the Construction Manager. Except as otherwise provided in Section the Contract Documents, the Architect does not have such authority. For purposes of notice provisions in the Contract Documents, the term "Owner" means the Owner or the Owner's designated representative. § 3.2.1 Legal Requirements. The Owner shall furnish all legal, insurance and accounting services, including auditing services, that may be reasonably necessary at any time for the Project to meet the Owner's needs and interests. § 3.3 Architect The Owner shall retain an Architect to provide services, duties and responsibilities as described in AIA Document B IOIT"r-2017, Standard Form of Agreement Between Owner and Architect (as may be revised or amended by Owner and Architect). Upon request by Construction Manager, Owner shall provide the Construction Manager a copy of the executed agreement between the Owner and the Architect, and any further modifications to the agreement. ARTICLE 4 COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES § 4.1 Compensation § 4.1.1 For the Construction Manager's Preconstruction Phase services, the Owner shall compensate the Construction Manager as follows: Init, AIA Document Al 33 TM— 2009 (formerly At 21 TMCMc — 2003). Copyright O 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA° Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIAe 8 Document, or any portion of it, may result in severe civil and criminal penaltles, and will be prosecuted to the maximum extent possible under the law. / This documenlwas produced by AIA software at 17:16:31 ET on 03/05/2019 under Order No.3780910300 which expires on 04/25/2019, and is not for resale. User Notes: (2052681049) § 4, 1.2 For the Construction Manager's Preconstruction Phase services described in Sections 2.1 and 2.2: (Insert amount of, or basis far, compensation and include a list of reimbursable cost items, as applicable.) Preconstruction fee to include personnel expenses, project estimates, preliminary project schedules, value engineering, constructability reviews, pre -planning, overhead and profit, and other services through the pre -construction phase of this project. Total Fixed -Sum Not -to Exceed Pre -Construction Fee: $25,000.00 § 4.1.3 [DELETED] § 4.1.4 [DELETED] § 4.2 Payments § 4.2.1 Unless otherwise agreed, payments for preconstruction phase services shall be made monthly in proportion to services performed. Fee shall be invoiced on first construction Pay Application. § 4.2.2 Payments for preconstruc[ion phase services are due and payable within thirty days (30 days) following presentation of the Construction Manager's invoice. (Paragraphs deleted) ARTICLE 5 COMPENSATION FOR CONSTRUCTION PHASE SERVICES § 5.1 For the Construction Manager's performance of the Work as described in Section 2.3, the Owner shall pay the Construction Manager the Contract Sum in current funds. The Contract Sum is the Cost of the Work as defined in Section 6. L 1 plus the Construction Manager's Fee. § 5.1.7 The Construction Manager's Fee: tea lamp sum, percentage ojCosl ojthe 6Vorn m• other provision jor determining the Construction Manager's Fee.) Construction Manager's Fee is: (1) 2.2% of Cost of the Work, as may be amended and limited by the Guaranteed Maximum Price once determined in Exhibit A; (2) plus a fixed fee of $1,019,023.00, which said fixed fee is a General Conditions Cost as calculated in Exhibit B. § 5.1.2 The method of adjustment of the Construction Manager's Fee for changes in the Work: Construction Manager shall be entitled to 2.2% of any increase caused by change in the work. § 5.1.3 Limitations, if any, on a Subcontractor's overhead and profit for increases in the cost of its portion of the Work: Subcontractor's overhead and profit shall be limited to 5% and 10%, respectively. § 5.1.4 Rental rates for Construction Manager -owned equipment shall not exceed one hundred percent ( 100 %) of the standard rate paid at the place of the Project. § 5.1.5 Unit prices, if any: (ldenlify and stale the unit price; state the quantity limitations, if any, to which the unit price will be applicable.) Item Units and Limitations Price per Unit ($0.00) § 5.2 Guaranteed Maximum Price § 5.2.1 Notwithstanding any other provision of [he Contract Documents, the Construction Manager guarantees that the Contract Sum shall not exceed the Guaranteed Maximum Price set forth in the Guaranteed Maximum Price Amendment, as it is amended from time to time. To the extent the Cost of the Work exceeds the Guaranteed Maximum IniL AIA Document A131*" — 2009 (formerly A121 *"CMC —2003). Copyright ®1991, 2003 and 2009 by The American Institute of Architects. All rights reserv ed. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA° 9 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. / This document was produced by AIA software at 17:16:31 ET on 03/05/2019 under Order No.3780910300 which expires on 04/25/2019, and is not for resale. User Notes: (2052681049) Price, the Construction Manager shall bear such costs in excess of the Guaranteed Maximum Price without reimbursement or additional compensation from the Owner. (Insert specific provisions if the Construction Manager is to participate in any savings) Savings shall revert 100% to the Owner. § 5.2.2 The Guaranteed Maximum Price is subject to additions and deductions by Change Order as provided in the Contract Documents and the Date of Substantial Completion shall be subject to adjustment as provided in the Contract Documents. § 5.3 Changes In the Work § 5.3.1 The Owner may, without invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of additions, deletions or other revisions. The Owner shall issue such changes in writing and the Construction Manager may not make changes not issued in writing except as expressly set forth in the Contract Documents. The Architect may make minor changes in the Work as provided in Section 7.4 of AIA Document A201-2007, General Conditions of the Contract for Construction. The Construction Manager shall be entitled to an equitable adjustment in the Contract Time as a result of changes in the Work. § 5.3.2 Adjustments to the Guaranteed Maximum Price on account of changes in the Work subsequent to the execution of the Guaranteed Maximum Price Amendment may be determined by any of the methods listed in Section 7.3.3 of AIA Document A201-2007, General Conditions of the Contract for Construction. § 5.3.3 In calculating adjustments to Subcontracts (except those awarded with the Owner's prior written consent on the basis of cost plus a fee), the terms "cost" and "fee" as used in Section 7.3.3.3 of AIA Document A201-2007 and the term "costs" as used in Section 7.3.7 of AIA Document A201-2007 shall have the meanings assigned to them in AIA Document A201-2007 and shall not be modified by Sections 5.1 and 5.2, Sections 6.1 through 6.7, and Section 6.8 of this Agreement. Adjustments to Subcontracts awarded with the Owner's prior written consent on the basis of cost plus a fee shall be calculated in accordance with the terms of those Subcontracts. § 5.3.4 In calculating adjustments to the Guaranteed Maximum Price, the terms "cost" and "costs" as used in the above-referenced provisions of AIA Document A201-2007 shall mean the Cost of the Work as defined in Sections 6.1 to 6.7 of this Agreement and the term "fee" shall mean the Construction Manager's Fee as defined in Section 5.1 of this Agreement. § 5.3.5 If no specific provision is made in Section 5.1.2 for adjustment of the Construction Manager's Fee in the case of changes in the Work, or if the extent of such changes is such, in the aggregate, that application of the adjustment provisions of Section 5.1.2 will cause substantial inequity to the Owner or Construction Manager, the Construction Manager's Fee shall be equitably adjusted on the same basis that was used to establish the Fee for the original Work, and the Guaranteed Maximum Price shall be adjusted accordingly. ARTICLE 6 COST OF THE WORK FOR CONSTRUCTION PHASE § 6.1 Costs to Be Reimbursed § 6.1.1 The term Cost of the Work shall mean costs necessarily incurred by the Construction Manager in the proper performance of the Work. Such costs shall be at rates not higher than the standard paid at the place of the Project except with prior written consent of the Owner. The Cost of the Work shall include only the items set forth in Sections 6A through 6.7. § 6.1.2 Where any cost is subject to the Owner's prior approval, the Construction Manager shall obtain this approval in writing prior to incurring the cost. The parties shall endeavor to identify any such costs prior to executing any Guaranteed Maximum Price Amendment. § 6.2 Labor Costs § 6.2.1 Wages of construction workers directly employed by the Construction Manager to perform the construction of the Work at the site or, with the Owner's prior approval, at off-site workshops. § 6.2.2 Wages or salaries of tike Construction Manager's supervisory and administrative personnel when stationed at the site with the Owner's prior approval. Init. AIA Document A1337" — 2009 (formerly A121 •'"CMc — 2003(. Copyright ®1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIAm 10 Document, or any portion of it, may result in severe civil and criminal penalties, and will he prosecuted to the maximum extent possible under the Is / This document was produced by AIA software at 17:16:31 ET on 03/05/2019 under Order No.3766916300 which expires on 04!26/2019, and is not for resale. User Notes: (2052681049) (1f it is intended that the wages or salaries of certain personnel stationed at the Construction Allanager's principal at- other rother offices shall be included in the Cost of the Work, idents in Section 11.5, the personnel lobe included, whether for all or only part of their time, and the rales at which their time frill be charged to the Work.) § 6.2.3 Wages and salaries of the Construction Manager's supervisory or administrative personnel engaged at factories, workshops or on the road, in expediting the production or transportation of materials or equipment required for the Work, but only for that portion of their time required for the Work. § 6.2.4 Costs paid or incurred by the Construction Manager for taxes, if any; insurance, contributions, assessments and benefits required by law or collective bargaining agreements and, for personnel not covered by such 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 6.2.1 through 6.2.3. § 6.2.5 Bonuses, profit sharing, incentive compensation and any other discretionary payments paid to anyone hired by the Construction Manager or paid to any Subcontractor or vendor, with the Owner's prior approval. § 6.3 Subcontract Costs Payments made by the Construction Manager to Subcontractors in accordance with the requirements of the Subcontracts. § 6.4 Costs of Materials and Equipment Incorporated in the Completed Construction § 6.4.1 Costs, including transportation and storage, of materials and equipment incorporated or to be incorporated in the completed construction. § 6.4.2 Costs of materials described in the preceding Section 6.4.1 in excess of those actually installed to allow for reasonable waste and spoilage. Unused excess materials, if any, shall become the Owner's property at the completion of the Work or, at the Owner's option, shall be sold by the Construction Manager. Any amounts realized from such sales shall be credited to the Owner as a deduction from the Cost of the Work. § 6.5 Costs of Other Materials and Equipment, Temporary Facilities and Related Items § 6.5.1 Costs of transportation, storage, installation, maintenance, dismantling and removal of materials, supplies, temporary facilities, machinery, equipment and hand tools not customarily owned by construction workers that are provided by the Construction Manager at the site and fully consumed in the performance of the Work. Costs of materials, supplies, temporary facilities, machinery, equipment and tools that are not fully consumed shall be based on the cost or value of the item at the time it is first used on the Project site less the value of the item when it is no longer used at the Project site. Costs for items not fully consumed by the Construction Manager shall mean fair market value. § 6.5.2 Rental charges for temporary facilities, machinery, equipment and hand tools not customarily owned by construction workers that are provided by the Construction Manager at the site and costs of transportation, installation, minor repairs, dismantling and removal. The total rental cost of any Construction Manager -owned item may not exceed the purchase price of any comparable item. Rates of Construction Manager -owned equipment and quantities of equipment shall be subject to the Owner's prior written approval. § 6.5.3 Costs of removal of debris from the site of the Work and its proper and legal disposal. § 6.5.4 Costs of document reproductions, facsimile transmissions and long-distance telephone calls, postage and parcel delivery charges, telephone service at the site and reasonable petty cash expenses of the site office, so long as the costs detailed in this paragraph are directly related to the Work. § 6.5.5 That portion of the reasonable expenses of the Construction Manager's supervisory or administrative6 personnel incurred while traveling in discharge of duties connected with the Work. § 6.5.6 Costs of materials and equipment necessary for the Work that are suitably stored off the site at a mutually acceptable location, subject to the Owner's prior approval. Init. AIA Document A133"" — 2009 (formerly A121 *"'CMc — 2003). Copyright ®1991, 2003 and 2009 by The American Institute o! Architects. All rights reserved. WARNING: This AIAe Document is protected by U,S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA 11 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. I This document was produced by AIA software at 17:16.31 ET on 03/05/2019 under Order No.3780910300 which expires on 04/25/2019, and is not for resale. User Notes: (2052681049) § 6.6 Miscellaneous Costs § 6.6.1 Premiums for that portion of insurance and bonds required by the Contract Documents that can be directly attributed to this Contract. Self-insurance for either full or partial amounts of the coverages required by the Contract Documents, with the Owner's prior approval. § 6.6.2 Sales, use or similar taxes, if any, imposed by a governmental authority that are related to the Work and for which the Construction Manager is liable. § 6.6.3 Fees and assessments, if any, for the building permit and for other permits, licenses and inspections for which the Construction Manager is required by the Contract Documents to pay. § 6.6.4 Fees of laboratories for tests required by the Contract Documents, except those related to defective or nonconforming Work for which reimbursement is excluded by Section 13.5.3 of AIA Document A201-2007 or by other provisions of the Contract Documents, and which do not fall within the scope of Section 6.7.3. § 6.6.5 Royalties and license fees paid for the use of a particular design, process or product required by the Contract Documents; the cost of defending suits or claims for infringement of patent rights arising from such requirement of the Contract Documents; and payments made in accordance with legal judgments against the Construction Manager resulting from such suits or claims and payments of settlements made with the Owner's written consent. However, such costs of legal defenses, judgments and settlements shall not be included in the calculation of the Construction Manager's Fee or subject to the Guaranteed Maximum Price. To the extent such royalties, fees and costs are excluded by the last sentence of Section 3.17 of AIA Document A201-2007 or other provisions of the Contract Documents, then they shall not be included in the Cost of the Work. The Owner is not responsible for identifying what designs, processes, or products may require payment of a royalty or licensing fee. § 6.6.6 Costs for electronic equipment and software, directly related to the Work with the Owner's prior approval. § 6.6.7 Deposits lost for causes other than the Construction Manager's negligence or failure to fulfill a specific responsibility in the Contract Documents. § 6.6.8 [DELETED] § 6.6.9 Subject to the Owner's prior written approval, expenses incurred in accordance with the Construction Manager's standard written personnel policy for relocation and temporary living allowances of the Construction Manager's personnel required for the Work. § 6.7 Other Costs and Emergencies § 6.7.1 Other costs incurred in the performance of the Work if, and to the extent, approved in advance in writing by the Owner. § 6.7.2 Costs incurred in taking action to prevent threatened damage, injury or loss in case of an emergency affecting he safety of persons and property, as provided in Section 10.4 of AIA Document A201-2007. § 6.7.3 Costs of repairing or correcting damaged or nonconforming Work executed by the Construction Manager, Subcontractors or suppliers, provided that such damaged or nonconforming Work was not caused by negligence or failure to fulfill a specific responsibility of the Construction Manager and only to the extent that the cost of repair or correction is not recovered by the Construction Manager from insurance, sureties, Subcontractors, suppliers, or others. § 6.7.4 The costs described in Sections 6.1 through 6.7 shall be included in the Cost of the Work, notwithstanding any provision of AIA Document A201-2007 or other Conditions of the Contract which may require the Construction Manager to pay such costs, unless such costs are excluded by the provisions of Section 6.8. § 6.8 Costs Not To Be Reimbursed § 6.8.1 The Cost of the Work shall not include the items listed below: .1 Salaries and other compensation of the Construction Manager's personnel stationed at the Construction Manager's principal office or offices other than the site office, except as specifically provided in Section 6.2, or as may be provided in Article 11; Init. AIA Document A133*'" -2009 (formerly A121 TMCMc — 2003). Copyright ®1991, 2003 and 2009 6y The American Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this At 12 Document, or any portion of It, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the Is / This document was produced by AIA software a[ 17:16:31 ET on 03/05/2019 under Order No.3780910300 which expires on 04/25/2019, and is not for resale. User Notes: (2052681049) 2 Expenses of the Construction Manager's principal office and offices other than the site office; 3 Overhead and general expenses, except as may be expressly included in Sections 6.1 to 6.7; 4 The Construction Manager's capital expenses, including interest on the Construction Manager's capital employed for the Work; 5 Except as provided in Section 6.7.3 of this Agreement, costs due to the negligence or failure of the Construction Manager, Subcontractors and suppliers or anyone directly or indirectly employed by any of them or for whose acts or omissions may make any of them liable to fulfill a specific responsibility of the Contract; 6 Any cost not specifically and expressly described in Sections 6.1 to 6.7; 7 Costs, other than costs included in Change Orders approved by the Owner, that would cause the Guaranteed Maximum Price to be exceeded; and 6 Costs for services incurred during the Preconstruction Phase. § 6.9 Discounts, Rebates and Refunds § 6.9.1 Cash discounts obtained on payments made by the Construction Manager shall accrue to the Owner if (1) before making the payment, the Construction Manager included them in an Application for Payment and received payment from the Owner, or (2) the Owner has deposited funds with the Construction Manager with which to make payments; otherwise, cash discounts shall accrue to the Construction Manager. Trade discounts, rebates, refunds and amounts received from sales of surplus materials and equipment shall accrue to the Owner, and the Construction Manager shall make provisions so that they can be obtained and promptly paid to the Owner. § 6.9.2 Amounts that accrue to the Owner in accordance with the provisions of Section 6.9.1 shall be credited to the Owner as a deduction from the Cost of the Work. § 6.10 Related Party Transactions § 6.10.1 For purposes of Section 6. 10, the term "related party" shall mean a parent, subsidiary, affiliate or other entity having common ownership or management with the Construction Manager; any entity in which any stockholder in, or management employee of, the Construction Manager owns any interest in excess of ten percent in the aggregate; or any person or entity which has the right to control the business or affairs of the Construction Manager. The term "related party" includes any member of the immediate family of any person identified above. § 6.10.2 If any of the costs to be reimbursed arise from a transaction between the Construction Manager and a related party, the Construction Manager shall notify the Owner 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, then the cost incurred shall be included as a cost to be reimbursed, and the Construction Manager shall procure the Work, equipment, goods or service from the related party, as a Subcontractor, according to the terms of Sections 2.3.2.1, 2.3.2.2 and 2.3.2.3. If the Owner fails to authorize the transaction, the Construction Manager shall procure the Work, equipment, goods or service from some person or entity other than a related party according to the terms of Sections 2.3.2.1, 2.3.2.2 and 2.3.2.3. § 6.11 Accounting Records The Construction Manager shall keep full and detailed records and accounts related to the Cost of the Work and exercise such controls as may be necessary for proper financial management under this Contract and to substantiate all costs incurred. The accounting and control systems shall be satisfactory to the Owner. The Owner and the Owner's auditors shall, during regular business hours and upon reasonable notice, be afforded access to, and shall be permitted to audit and copy, the Construction Manager's records and accounts, including complete documentation supporting accounting entries, books, correspondence, instructions, drawings, receipts, Subcontracts, Subcontractor's proposals, purchase orders, vouchers, memoranda and other data relating to this Contract. The Construction Manager shall preserve these records for a period of three years after final payment, or for such longer period as may be required by law or specified by the Owner. ARTICLE 7 PAYMENTS FOR CONSTRUCTION PHASE SERVICES § 7.1 Progress Payments § 7.1.1 Based upon Applications for Payment submitted to the Architect by the Construction Manager and Certificates for Payment issued by the Architect, the Owner shall make progress payments on account of the Contract Sum to the Construction Manager as provided below. Init. AIA Document A133TM. 2009 (formerly A1N'"CMc — 2003). Copyright ©1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIM Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA° 13 Document, or any portion of it, may result in severe civil and criminal penalties, and will he prosecuted to the maximum extent possible under the Is / This document was produced by AIA software at 17:16:31 ET on 03/05/2019 under Order No.3760910300 which expires on 04!25/2019, antl is not for resale. User Notes: (2052681049) § 7.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, or as follows: § 7. 1,3 Provided that an Application for Payment is received by the Architect not later than the 25th day of a month, the Owner shall make payment of the certified amount to the Construction Manager not later than the 25th day of the following month. If an Application for Payment is received by the Architect after the application date fixed above, payment shall be made by the Owner not later than thirty ( 30 ) days after the Architect receives the Application for Payment. § 7.1.4 With each Application for Payment, the Construction Manager shall submit payrolls, petty cash accounts, receipted invoices or invoices with check vouchers attached, and any other evidence required by the Owner or Architect to demonstrate that cash disbursements already made by the Construction Manager on account of the Cost of he Work equal or exceed progress payments already received by the Construction Manager, less that portion of those payments attributable to the Construction Manager's Fee, plus payrolls for the period covered by the present Application for Payment. § 7.1.5 Each Application for Payment shall be based on the most recent schedule of values submitted by the Construction Manager in accordance with the Contract Documents. The schedule of values shall allocate the entire Guaranteed Maximum Price among the various portions of the Work, except that the Construction Manager's Fee shall be shown as a single separate item. The schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as the Architect may require. This schedule, unless objected to by the Architect, shall be used as a basis for reviewing the Construction Manager's Applications for Payment. § 7.1.6 Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. The percentage of completion shall be the lesser of (1) the percentage of that portion of the Work which has actually been completed, or (2) the percentage obtained by dividing (a) the expense that has actually been incurred by the Construction Manager on account of that portion of the Work for which the Construction Manager has made or intends to make actual 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. § 7.1.7 Subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed aS follows: .1 Take that portion of the Guaranteed Maximum Price properly allocable to completed Work as determined by multiplying the percentage of completion of each portion of the Work by the share of the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values. Pending final determination of cost to the Owner of changes in the Work, amounts not in dispute shall be included as provided in Section 7.3.9 of AIA Document A201-2007; .2 Add that portion of the Guaranteed Maximum Price properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work, or if approved in advance by the Owner, suitably stored off the site at a location agreed upon in writing; .3 Add the Construction Manager's Fee, less retainage of five percent ( 5 %). The Construction Manager's Fee shall be computed upon the Cost of the Work proportional to the completion of the Work at the rate stated in Section 5.1 or, if the Construction Manager's Fee is stated as a fixed sum in that Section, shall be an amount that bears the same ratio to that fixed -sum fee as the Cost of the Work bears to a reasonable estimate of the probable Cost of the Work upon its completion; .4 Subtract retainage of five percent ( 5 %) from that portion of the Work that the Construction Manager self -performs; .5 Subtract the aggregate of previous payments made by the Owner; .6 Subtract the shortfall, if any, indicated by the Construction Manager in the documentation required by Section 7.1.4 to substantiate prior Applications for Payment, or resulting from errors subsequently discovered by the Owner's auditors in such documentation; and .7 Subtract amounts, if any, for which the Architect has withheld or nullified a Certificate for Payment as provided in Section 9.5 of AIA Document A201-2007. Init. AIA Document A133'"'-2009 (formerly A121 T"CMc — 2003). Copyright 81991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA° 14 Document, or any portion of it, may result in severe civil and criminal penalties, and will he prosecuted to the maximum extent possible under the Is / This tlocumenl was produced by AIA software at 17:16:31 ET on 03/05/2019 under Order No.3780910300 which expires an 04/25/2019, and is not for resale. User Notes: (2052681049) § 7.1.8 The Owner and Construction Manager shall agree upon (1) a mutually acceptable procedure for review and approval of payments to Subcontractors and (2) the percentage of retainage held on Subcontracts, and the Construction Manager shall execute Subcontracts in accordance with those agreements. § 7.1.9 Except with the Owner's prior approval, the Construction Manager shall not make advance payments to suppliers for materials or equipment which have not been delivered and stored at the site. § 7.1.10 In taking action on the Construction Manager's Applications for Payment, the Architect shall be entitled to rely on the accuracy and completeness of the information furnished by the Construction Manager and shall not be deemed to represent that the Architect has made a detailed examination, audit or arithmetic verification of the documentation submitted in accordance with Section 7.1.4 or other supporting data; that the Architect has made exhaustive or continuous on-site inspections; or that the Architect has made examinations to ascertain how or for what purposes the Construction Manager has used amounts previously paid on account of the Contract. Such examinations, audits and verifications, if required by the Owner, will be performed by the Owner's auditors acting in the sole interest of the Owner. § 7.2 Final Payment § 7.2.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Construction Manager when .1 the Construction Manager has fully performed the Contract except for the Construction Manager's responsibility to correct Work as provided in Section 12.2.2 of AIA Document A201-2007, and to satisfy other requirements, if any, which extend beyond final payment; .2 the Construction Manager has submitted a final accounting for the Cost of the Work and a final Application for Payment; and .3 a final Certificate for Payment has been issued by the Architect. The Owner's final payment to the Construction Manager shall be made no later than 30 days after the issuance of the Architect's final Certificate for Payment. This provision for the timing of the final payment controls over any contrary provision in the Contract Documents, including but not limited to Section 7.1.3. § 7.2.2 The Owner's Finance Director will review and report in writing on the Construction Manager's final accounting within 30 days after delivery of the final accounting to the Architect by the Construction Manager. Based upon such Cost of the Work as the Owner's report to be substantiated by the Construction Manager's final accounting, and provided the other conditions of Section 7.2.1 have been met, the Architect will, within seven days after receipt of the written report of the Owner's Finance Director, either issue to the Owner a final Certificate for Payment with a copy to the Construction Manager, or notify the Construction Manager and Owner in writing of the Architect's reasons for withholding a certificate as provided in Section 9.5.1 of the AIA Document A201-2007. The tune periods stated in this Section supersede those stated in Section 9.4.1 of the AIA Document A201-2007. The Architect is not responsible for verifying the accuracy of the Construction Manager's final accounting. § 7.2.3 If the Owner's Finance Director reports the Cost of the Work as substantiated by the Construction Manager's final accounting to be less than claimed by the Construction Manager, the Construction Manager shall be entitled to request mediation of the disputed amount without seeking an initial decision pursuant to Section 15.2 of A201-2007. A request for mediation shall be made by the Construction Manager within 30 days after the Construction Manager's receipt of a copy of the Architect's final Certificate for Payment. Failure to request mediation within this 30 -day period shall result in the substantiated amount reported by the Owner's Finance Director becoming binding on the Construction Manager. Pending a final resolution of the disputed amount, the Owner shall pay the Construction Manager the amount certified in the Architect's final Certificate for Payment. § 7.2.4 If, subsequent to final payment and at the Owner's request, the Construction Manager incurs costs described in Section 6. 1.1 and not excluded by Section 6.8 to correct defective or nonconforming Work, the Owner shall reimburse the Construction Manager such costs and the Construction Manager's Fee applicable thereto on the same basis as if such costs had been incurred prior to final payment, but not in excess of the Guaranteed Maximum Price. If the Construction Manager has participated in savings as provided in Section 5.2.1, the amount of such savings shall be recalculated and appropriate credit given to the Owner in determining the net amount to be paid by the Owner to the Construction Manager. Init. AIA Document A133'" — 2009 (formerly A121 *"CMC — 2003). Copyright ®1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA° Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this At 15 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. ( This document was produced by AIA software at 17:ifi:31 ET on 03/05/2019 under Order No.3780910300 which expires on 04/25/2019, and is not (or resale. User Notes: (2052681049) ARTICLE B INSURANCE AND BONDS For all phases of the Project, the Construction Manager and the Owner shall purchase and maintain all insurance, respectively required of them by the Contract Documents and applicable law and the Construction Manager shall provide bonds as set forth in Article I l of AIA Document A201-2007. (Slate bonding requirements, if any, and limits of liability for insurance required in Article 11 of AIA Document A201-2007.) Type of Insurance or Bond Limit of Liability or Bond Amount ($0.00) General Liability Each Occurrence $2,000,000 Damage to Rented Premises (Each Occurrence) $1,000,000 Medical Expenses (any one person) $10,000 Personal and Advertising Injury $2,000,000 General Aggregate $4,000,000 Products — COMP/OP AGG $4,000,000 Automobile Liability Combined single limit (Each Occurrence) $2,000,000 Umbrella Liability Each Occurrence $2,000,000 Aggregate $2,000,000 Workers Compensation Statutory requirements All requirements under Article 11 of A[A See Article 11 of AIA Document 201-2007 Document 201-2007 ARTICLE 9 DISPUTE RESOLUTION § 9.1 Any Claim between the Owner and Construction Manager shall be resolved in accordance with the provisions set forth in this Article 9 and Article 15 of A201-2007. However, for Claims arising from or relating to the Construction Manager's Preconstruction Phase services, no decision by the Initial Decision Maker shall be required as a condition precedent to mediation or binding dispute resolution, and Section 9.3 of this Agreement shall not apply. § 9.2 For any Claim subject to, but not resolved by mediation pursuant to Section 15.3 of AIA Document A201-2007, the method of binding dispute resolution shall be as follows: (Check the appropriate box. If the Owner and Construction Manager do not select a method of binding dispute resolution below, at, do not subsequently agree in writing to a binding dispute resolution method other than litigation, Claims will be resolved by litigation in a court ofcompelenijurisdiction) [ ] Arbitration pursuant to Section 15.4 of AIA Document A201-2007 [ X ] Litigation in a state court of competent jurisdiction in Collin County, Texas. [ ] Other: (Spec) § 9.31nitial Decision Maker The Architect will serve as the Initial Decision Maker pursuant to Section 15.2 of AIA Document A201-2007 for Claims arising from or relating to the Construction Manager's Construction Phase services, unless the parties appoint below another individual, not a party to the Agreement, to serve as the Initial Decision Maker. (If the pa/lies mutually agree, insert the name, address and other contact information of the Initial Decision Maker, if other than the Architect) Init. AIA Document A133TM —2009 (formerly A121 r'"CMc — 2003). Copyrigh181991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA° Document Is protectetl by U.S. Copyright Law and International Treaties. Unauthorized reproduction or disMbution of this AIA° � 6 Document, or any portion of it, may result in severe civil and criminal penalties, and will he prosecuted to the maximum eMent possible under the law. I This document was produced by AIA software al 77:16:31 ET on 03/05/2019 under Order No.3780910300 which expires on 04/25/20'19, and is no[ for resale. User Notes: (2052681049) ARTICLE 10 TERMINATION GR SUSPENSION § 10.1 Termination Prior to Establishment of the Guaranteed Maximum Price § 10.1.1 Prior to the execution of the Guaranteed Maximum Price Amendment, the Owner may terminate this Agreement upon not less than seven days' written notice to the Construction Manager for the Owner's convenience and without cause, and the Construction Manager may terminate this Agreement, upon not less than seven days' written notice to the Owner, for the reasons set forth in Section 14. 1.1 of A201-2007. § 10.1.2 In the event of termination of this Agreement pursuant to Section 10.1.1, the Construction Manager shall be equitably compensated for Preconstruction Phase services performed prior to receipt of a notice of termination. In no event shall the Construction Manager's compensation under this Section exceed the compensation set forth in Section 4.1. § 10.1.3 If the Owner terminates the Contract pursuant to Section 10.1.1 after the commencement of the Construction Phase but prior to the execution of the Guaranteed Maximum Price Amendment, the Owner shall pay to the Construction Manager an amount calculated as follows, which amount shall be in addition to any compensation paid [o the Construction Manager under Section 10.1.2: .1 Take the Cost of the Work incurred by the Construction Manager to the date of termination; .2 Add the Construction Manager's Fee computed upon the Cost of the Work to the date of termination at the rate stated in Section 5.1 or, if the Construction Manager's Fee is stated as a fixed sum in that Section, an amount that bears the same ratio to that fixed -sum Fee as the Cost of the Work at the time of termination bears to a reasonable estimate of the probable Cost of the Work upon its completion; and .3 Subtract the aggregate of previous payments made by the Owner for Construction Phase services. The Owner shall also pay the Construction Manager fair compensation, either by purchase or rental at the election of the Owner, for any equipment owned by the Construction Manager which the Owner elects to retain and which is not otherwise included in the Cost of the Work under Section 10.1.3.1. To the extent that the Owner elects to take legal assignment of Subcontracts and purchase orders (including rental agreements), the Construction Manager shall, as a condition of receiving the payments referred to in this Article 10, execute and deliver all such papers and take all such steps, including the legal assignment of such Subcontracts and other contractual rights of the Construction Manager, as the Owner may require for the purpose of fully vesting in the Owner the rights and benefits of the Construction Manager under such Subcontracts or purchase orders. All Subcontracts, purchase orders and rental agreements entered into by the Construction Manager will contain provisions allowing for assignment to the Owner as described above. If the Owner accepts assignment of Subcontracts, purchase orders or rental agreements as described above, the Owner will reimburse or indemnify the Construction Manager for all costs arising under the Subcontract, purchase order or rental agreement, if those costs would have been reimbursable as Cost of the Work if the contract had not been terminated. Ifthe Owner chooses not to accept assignment of any Subcontract, purchase order or rental agreement that would have constituted a Cost of the Work had this agreement not been terminated, the Construction Manager will terlminate the Subcontract, purchase order or rental agreement and the Owner will pay the Construction Manager the costs necessarily incurred by the Construction Manager because of such termination. § 10.2 Termination Subsequent to Establishing Guaranteed Maximum Price Following execution of the Guaranteed Maximum Price Amendment and subject to the provisions of Section 10.2.1 and 10.2.2 below, the Contract may be terminated as provided in Article 14 of AIA Document A201-2007. § 10.2.1 If the Owner terminates the Contract after execution of the Guaranteed Maximum Price Amendment, the amount payable to the Construction Manager pursuant to Sections 14.2 and 14.4 of A201-2007 shall not exceed the amount the Construction Manager would otherwise have received pursuant to Sections 10. 1.2 and 10. 1.3 of this Agreement. § 10.2.2 If the Construction Manager terminates the Contract after execution of the Guaranteed Maximum Price Amendment, the amount payable to the Construction Manager under Section 14.1.3 of A201-2007 shall not exceed the amount the Construction Manager would otherwise have received under Sections 10. 1.2 and 10. 1.3 above, except that the Construction Manager's Fee shall be calculated as if the Work had been fully completed by the Construction Manager, utilizing as necessary a reasonable estimate of the Cost of the Work for Work not actually completed. Inst. AIA Document A133*" — 2009 (formerly A121 r'"CMc— 2003). Copyright O 1991, 2003 and 2009 by The American Institute of Architects. All rights reserv ed. WARNING: Thls AIA° Document is protected by U.S. Copyright Law antl International Treaties. Unauthorized reproduction or distribution of this AIA° 1 � Document, or any portion of it, may result in severe civil and criminal penalties, and will he prosecuted to the maximum extent passible under the law. / This document Was produced by AIA software al 17:16:31 ET on 03/05/2019 undef Order No.3780910300 which expires on 04/25/2019, and is not for resale. User Notes: (2052681049) § IU.3Suspension The Work may be suspended by the Owner as provided in Article 14 of AIA Document A201-2007. In such case, the Guaranteed Maximum Price and Contract Time shall be increased as provided in Section 14.3.2 of AIA Document A201-2007, except that the term "profit" shall be understood to mean the Construction Manager's Fee as described in Sections 5.1 and 5.3.5 of this Agreement. ARTICLE 11 MISCELLANEOUS PROVISIONS § 11.1 Terns in this Agreement shall have the same meaning as those in A201-2007, except as expressly defined herein. § 11.2 Ownership and Use of Documents Section 1.5 of A201-2007 shall apply to both the Preconstruction and Construction Phases. § 11.3 Governing Law Section 13.1 of A201-2007 shall apply to both the Preconstruction and Construction Phases. § 11.4 Assignment The Owner and Construction Manager, respectively, bind themselves, their agents, successors, assigns and legal representatives to this Agreement. Neither the Owner nor the Construction Manager shall assign this Agreement without the written consent of the other, except that the Owner may assign this Agreement to a lender providing financing for the Project if the lender agrees to assume the Owner's rights and obligations under this Agreement. Except as provided in Section 13.2.2 of A201-2007, neither party to the Contract shall assign the Contract as a whole without written consent of the other. If either party attempts to make such an assignment without such consent, that party shall nevertheless remain legally responsible for all obligations under the Contract. § 11.5 Other provisions: The project staff will be charged at the rates noted in the attached Fee and General Condition sheets — Exhibit B No Third Party Beneficiaries This Agreement is for the exclusive benefit of Owner and Construction Manager, and/or their successors in interest or other lawful assigns. No third -party beneficiaries to any term herein are intended by the parties and no such beneficiaries may be implied. Duties owed by a signatory party to this Agreement to a third party under this Agreement are only enforceable by another signatory party. Incorporation of this Agreement by reference into any other contract or agreement shall not be sufficient to allow any non -signatory party to pursue enforcement of its terms. The Construction Manager does not boycott Israel and will not boycott Israel during the term of this Agreement. ARTICLE 12 SCOPE OF THE AGREEMENT § 12.1 This Agreement represents the entire and integrated agreement between the Owner and the Construction Manager and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Construction Manager. § 12.2 The following documents comprise the Agreement: .1 AIA Document A 133-2009, Standard Form of Agreement Between Owner and Constmction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price (this document). .2 AIA Document A201-2007, General Conditions of the Contract for Construction (Paragraphs deleted) .3 Other documents: (Lis( other documents, if any, forming part of the Agreement.) Documents enumerated in Section I.1.1 of A201-2007 Exhibit A —Guaranteed Maximum Price Amendment Exhibit B—General Conditions Cost, Proposal Form IniL AIA Document TM— 2009 (formerly A721 *"CMC— 2003). Copyright ©7997, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIAe Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction ar distribution of this AIA° 18 Document, ar any port ion of It, may result In severe civil and criminal penalties, and will he prosecuted to the maximum eMent possible under the law. / This document was produced by AIA software at 17: ifi:31 ET on 03/05/2019 under Order No.37a0910300 which expires on 04/25/2019, and is not for resale. User Notes: (2052681049) MP.(k 4194319 This Agreement i e ere int as of the day and year first wri ar OWNER (SignN34 Jim Proce City Manager (Printed name and title) Init AIA Document A133*" — 2009 (formerly A121 *"CMc — 2003). Copyright a 1991, 2003 and 2009 by The American Institute of Architects. All rights reservetl. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distrihution of this AIA° � 9 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. / This document was produced by AIA software at 17:76:31 ET on 03/05/2019 under Order No.3780910300 which expires on 04/25/2019, and is not for resale. User Notes: (2052681049) AIA Document A201TM- 2007 for the following PROJECT: (.Vane and location or address) A neve Municipal Complex for the City of Anna to include a City Administration/Municipal Court/Police Facility Building and a separate freestanding Central Fire Station/Fire Administration Building including without limitation associated paving, parking facilities, utilities and other site improvements NE Corner 7t' Street & Powell Pkwy. 4nna, TX THE OWNER: (.dame, legal staters and address) City of A nna I 1 N. Powell Pkwy, P.O. Box 776 Anna, TX 75=109-0776 THE ARCHITECT: (Varve, legal status and address) Randall Scott Architects 2140 Lake Park Blvd.. #300 Richardson, TX 75080 TABLE OF ARTICLES 1 GENERAL PROVISIONS 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 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 nfor nation as well as revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added necessary information and where the author has added to or deleted from the original AIA text. This document has import ant legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. !nit AIA Document A201 TM — 2007. Copyright ©1911. 1915, 1918, 1925, 1937, 1951. 1958, 1961, 1963, 1966, 1970. 1976, 1987. 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the / maximum extent possible under the law. This document was produced by AIA software at 13:2738 ET on 03/01/2019 under Order No.3780910300 which expires on 04/25/2019, and is not for resale. User Notes: (1396204357) it i4 TERMINATION OR SUSPENSION OF THE CONTRACT iS CLAIMS AN® DISPUTES Inst. AIA Document A201 TM — 2007. Copyright ©1911, 1915, 1918, 1925, 1937, 1951. 1958, 1961. 1963, 1966, 1970, 1976. 1987. 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized � reproduction or distribution of this AIA° Document, or any portion of k, may result in severe civil and criminal penalties, and will be prosecuted to the � maximum extent possible under the law. This document was produced by AIA software at 1327:38 ET on 03/01 /2019 under Order No.3780910300 which expires on 04/25/2019, and is not for resale. User Notes: (1396204357) INDEX (Topics and numbers in bold are section headings.) Acceptance of Nonconforming Work 9.6.6, 9.9.31 123 Acceptance of Work 9.6.639.8.219.9.319.10.119.10.31 12.3 Access to Work 3,16, 6.2.1, 12. I Accident Prevention 10 Acts and Omissions 3.2, 3.3.2, 3.12.8, 3.18, 4.2.31 8.3.1, 9.5.11 10.2.5, 10.2.8, 13.4.2, 13.71 14.11 15.2 Addenda 1.1.1,3.11 Additional Costs, Claims for 3.7.47 3.7.5, 6.1.1, 7.3.7.5, 10.3, 15.1.4 Additional Inspections and Testing 9.4.27 9.8.31 12.2.11 13,5 Additional Insured 11.1.4 Additional Time, Claims for 3.2.4, 3.7.41 3.7.54 3. l 0.2, 8.3.21 15,1,5 Administration of the Contract 3.1.31 4,21 9,47 95 Advertisement or Invitation to Bid L I.1 Aesthetic Effect 4.2.13 Allowances 3.8, 7.3.8 A11 -risk Insurance 11.3.1, 11.3.1.1 Applications for Payment 4.2.5, 7.3.9, 9.2, 931 9.4, 9.5.1, 9.6.3, 9.7, 9.10, 11.1.3 Approvals 2.1.172.2.212.4,3.1.313.10.213.12.8,3.12.913.12.10, 4.2.7, 9.3.21 13.5.1 (Paragraphs deleted) ARCHITECT 4 Architect, Definition of 4,1,1 Architect, Extent of Authority 2.41 3. t 2.71 4.11 4.21 5.21 6.31 7.1.2, 7.3.71 7.41 9.21 9.3.1,9.479.519.6.3,9.879.10.119.10.31 12. 1, 12.2.17 13.5.1, 13.5.2, 14.2.21 14.2.41 15.1,37 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, 4.2.674.2.714.2.1014.2.1214.2.13,5.2.11 7,41 90402, 9.5.31 9.6.41 15.1.3, 15.2 Architect's Additional Services and Expenses 2A, 1 1.3.1.1, 12,2, 1, l 3.5.2, 13.5.31 14.2.4 Architect's Administration of the Contract 3.1.3,4.2,3.7.4, 15.219.4.119.5 Architect's Approvals 2.413.1.313.533.10.2,4.2.7 Architect's Authority to Reject Work 3.51 4.2.61 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, 7.3.71 7.3.91 8.1.31 8.3.11 9.27 9.4.11 9.57 9.8.41 9.9.17 13.5.2, 15.2 Architect's Inspections 7,41 4,2,21 4.2.9, 9.4.21 9.8.3, 9.9.21 9.10.1, 13.5 Architect's Instructions 3.2.4, 3.3.11 4.2.61 4.2.71 13, 5,2 Architect's Interpretations 2,117 4.2.12 Architect's Project Representative 1.2.10 Architect's Relationship with Contractor 1.1.21 1.57 3.1.3, 3.2.2, 3.2.3, 3.2.41 3.3.11 314,21 351 3.7.413.7.513.9.273.9.313.1013.1173.12,3.1613.187 4.1.214.1.3,4.215.2,6.2.217,8.3.1,9.219.319.419.51 9.7, 9.8, 9.9, 10.2.6, 10.3, 1 1.3.7, 12, 13.4.2, 1351 15.2 Architect's Relationship with Subcontractors 1.1.21 4.2.31 4.2.41 4.2.6, 9.6.3, 9.6.47 11.3.7 Architect's Representations 9.4.27 9.5.1, 9.10.1 Architect's Site Visits 3.7.414.2.214.2.9,9.4.219.5.119.9.219.10.11 13.5 Asbestos 10.3.1 Attorneys' Fees 3.18.11 9.10.21 10.3.3 Award of Separate Contracts '116,12 Award of Subcontracts and Other Contracts for Portions of the Work 5.2 Basic Definitions 1.1 Bidding Requirements 1.1.11 5.2.1, 11.4.1 Binding Dispute Resolution 1 1.3.9, 1 1.3.10, 13.17 Boiler and :Machinery Insurance 1 113,2 Bonds, Lien 7.3.7.41 9.10.21 9.10.3 Bonds, Performance, and Payment 7.3.7.41 9.6.7, 9.10.3, 113,91 11,4 Building Permit 3.7.1 Capitalization 1.3 Inst. AIA Document A201I'M ,,v 2007. Copyright ©1911. 1915, 1918, 1925, 1937, 1951, 1958, 1961, 19634 1966, 1970, 1976.. 1987. 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties, Unauthorized 3 reproduction or distribution of this AIA° Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the t maximum extent possible under the law, This document wvas produced by AIA software at 13'27'38 ET on 03/01/2019 under Order No.3780910300 which expires on 04/25/2019, and is not for resale. User Notes: (1396204357) Certificate of Substantial Completion 9.8.31 9.8.41 9.8.5 Certificates for Payment 4.3.1, 4.2.51 4.2.9, 9.3.3, 9.47 9.5, 9.6.11 9.6.6, 9.7, 9.10.1, 9.10.3, 14.1.1.31 14,2,41 15013 Certificates of Inspection, Testing or Approval 13.5.4 Certificates of Insurance 9.10.21 11.1.3 Change Orders 1,1.112.413.4.213.7.413.8.2.313.1113.12.814.2.81 5 ,23 7.1.21 7.1.3, 7,2, 7.3.2, 7.3.6, 7.3.91 7.3.10, 8.3.1, 9.10.3, 10.3.2, 1 1.3.1.2, 1 1.3.4, 1 1.3.9, 12.1.21 15.1.3 Change Orders, Definition of 7,2al CHANGES IN THE WORK 2.2.11.3.11.4.2.8,7,7.2.1,7.3.1,7.418.3.119.3.1.1, 1 1.3.9 Claims, Definition of 15.1.1 CLAIMS AND DISPUTES 3.2.4, 6.1.1, 6.31 7.3.9, 9.3.3, 9.10.4, 10.3.3, 15, Claims and Timely Assertion of Claims Claims for Additional Cost 3.2.4, 3.7.4, 6. ( . I , 7.3.97 l 0.3.2, 15.1.4 Claims for Additional Time 3.2.4, 3.7.41 6.1.1, 8.3.2, 1.0.3.2, 15,1.5 Concealed or Unknown Conditions, Claims for 3,7.4 Claims for Damages 3.2.473.18,6.1.118.3.319.5.119.6.71 10.3.3, 11.1.1, 1143.5,11.3.7114.1.3,14.2.4, 15.1.6 (Paragraphs deleted) Cleaning Up 3,15, 6.3 Commencement of the Work. Conditions Relating to 2.2.13 3.2.2, 3.4.1, 3.7.1, 3.10.17 3,12,615,2A, 5.2.31 6.2.2, 8.1.21 8.2.21 8.3.11 11,11 1 1.3.1, 11.3.6, 11.4.1, 15.1.4 Commencement of the Work, Definition of 8,1,2 Communications Facilitating Contract Administration 41,4 Completion, Conditions Relating to 3.4.1,3.11,3.1514.2.214.2918.2,9.4.279.8,9.9.11 9.107 12.21 13.71 14.1,2 COMPLETION, PAYMENTS AND 9 Completion, Substantial 4.2.9,8.1.1,8.1.318.2.379.4.219.879.9.119.10.3, 12.2, 13.7 Compliance with Laws t .6, 3.2.3, 3.61 3.71 3.12.10, 3.131 4.1.1, 9.6.41 10.2.21 11.1, 11,31 13.1, 13.47 13.5.1, 13.5.2, 13.61 14.1. I, 14.2.1.3 Concealed or Unknown Conditions Al 4.2.81 8.3.1, 10.3 Conditions of the Contract 1.1.11 6.1.11 6.1.4 Consent, Written 3.4.2,3.7.4,3.12.813.14.214.1.219.3.219.8.5,9.9.17 9.10.2, 9.10.31 1 1.3.1, 13.21 (Paragraphs deleted) 13.4.2 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS .416 Construction Change Directive, Definition of 7.3A Construction Change Directives I . (.11 3.4.21 3.12.814.2.8, 7.1.11 7.1.2, 7.1.3, 731 9.3.1.1 Construction Schedules, Contractor's 3.101 3.12.11 3.12.2, 6, L3, 15.1.5.2 Contingent Assignment of Subcontracts 14.2.2.2 Continuing Contract Performance 15.1.3 Contract, Definition of 1.1.2 CONTRACT, TERMINATION OR SUSPENSION OF THE 5.4.1.1, 11.3.91 14 Contract Administration 3.1.31419.419.5 Contract Award and Execution, Conditions Relating to 3.7.1,3.10,5.2,6.1, 11.1.3, 11.3.6, 11.4.1 Contract Documents, Copies Furnished and Use of 1,5. 2, 2.2.51 5.3 Contract Documents, Definition of 111,1 Contract Sum Al 3.81 5.2.3, 7.21 7.37 7.41 9,11 9.4.2, 9.5.1,41 9.6.71 9.71 10.3.21 1 l .3.1, 14.2.41 14.3.21 15.1.4 Contract Sum, Definition of 9.t Contract Time 3.7.4, 3.7.5, 3.10.2, 5.2.3, 7.2.1.31 7.3.17 7.3.5, 7.41 8.1.1, 8.2.1, 8.3.11 9.5.11 9.71 10.3.21 12.1.11 14.3.27 15.1.5.1 Contract Time, Definition of 8.1A CONTRACTOR 3 Contractor, Definition of 6,1,2 AIA Document A20t T'" - 2007. Copyright ©1911, 1915. 1918, 1925. 1937, 1951. 1958, 1961., 1963. 1966, 1970, 1976. 1987. 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S, Copyright Law and International Treaties. Unauthorized 4 reproduction or distribution of this AIA° Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the t maximum extent possible under the law. This document vias produced by AIA sofbNare at 13:27.38 ET on 03/01/2019 under Order No.3780910300 which expires on 04/25/2019, and is not for resale. User Notes: (1396204357) Contractor's Construction Schedules 1101 3.12.1, 3.12.21 6.1.31 15.1.5.2 Contractor's Employees 3.3.2, 3.4.3, 3.8.1, 3.91 3.18.21 4.2.31 4.2.61 10.2, 10.3, 1 L1.l, 11.3.7, 14.17 14.2.(.1 Contractor's Liability Insurance 11.1 Contractor's Relationship with Separate Contractors and Owner's Forces 3.12.51 3.14.2, 4.2.41 61 11 .3.7, 12.1.2, 12.2.4 Contractor's Relationship with Subcontractors 1.3.213.3.2,3.18.113.18.315,9.6.219.6.719.10.2, 1 1.3. l .2, 11.3.7, 11.3.8 Contractor's Relationship with the Architect 1.1.2, 1,51 3.1.31 3.2.3, 3.2.3. 32). 41 3.3.1, 3.4.21 3.51 3.7.41 J, 10 3.11 3. 121 3. 161 3. 181 4.1.3, 4.21 5.21 6.2.2, 71 8.3.1, 9.2. 9.31 9,41 9.5, 9.77 9.81 9.91 10.2.61 10.31 11.3.7, 12, 13.51 15.12, 15.2.1 Contractor's Representations 3.2.113.2.243.5,3.12.6,6.2.218.2.119.3.319.8.2 Contractor's Responsibility for Those Performing the Work 3.3.2, J, 18, 5.31 6.1.3, 6.2, 9,5.1, 10.2.8 Contractor's Review of Contract Documents 3.2 Contractor's Right to Stop the Work 9.7 Contractor's Right to Terminate the Contract 14.1, 15.1.6 Contractor's Submittals 3.10,3.11,3.12.4,4.2.7,5.2.1,5.2.3,9.2,9.3,9.8.2, 9.8.37 9.9.11 9.10.2, 9.10.3, 1 1.1.3, l 1.4.2 Contractor's Superintendent j 1, 102.6 Contractors Supervision and Construction Procedures 1.2.2, 334 3.41 3.12.10, 4.2.2, =1.2.71 6.1.37 6.2.41 7.1.37 7.3.5, 7.3.7, 8.2, 10, 12, 14, 15.1.3 Contractual Liability Insurance 11.1.1.8, 11.2 Coordination and Correlation 1.213.2.113.3.113.1013.12.6,6.1,376.2.1 Copies Furnished of Drawings and Specifications 1.51 2.2.51 3. l 1 Copyrights 1.5, 3,17 Correction of Work 2.31 2.47 3.7.31 9.4.21 9.8.21 9.8.31 9.9.1, 12.1,2, 1292 Correlation and Intent of the Contract Documents 1,2 Cost, Definition of 7,3,7 Costs 2.473.2.413.7.313.8.273.15.215.4.216.1.1,6.2.3, 7.3.337 7.3.7, 7.3.8, 7.3.91 9.10.21 10.321 10.3.61 11,31 12.1.21 12.2.1, l 2.2.4, 13.51 14 Cutting and Patching 3.14, 6.2.5 Damage to Construction of Owner or Separate Contractors 3.14.27 6.2.41 10.2.1.21 l 0.2.5, 10.41 1 1.1.1, 11,31 12.2.4 Damage to the Work 3.14.2, 9.9.11 10.2.1.2, 10.2.5, 10.4, 1 1.3.1, 12.2.=4 Damages, Claims for Al 3). 18, 6.1.1, 8.3.31 9.5.11 9.6.7, 10.3.3, 1 l.l.l, l 1.3.51 l 1.3.7, 14.1.37 14.2.41 15.1.6 Damages for Delay 6.1.1, 8.3.3, 9.5.1.6, 9.71 10.3.2 Date of Commencement of the `York, Definition of 8.1.2 Date of Substantial Completion, Definition of 8.1,3 Day, Definition of 8.1,4 Decisions of the Architect 3.7.41 4.2.61 4.2.71 4.2.1 11 =4.2.12, 4.2.13, 15.21 6.31 7.3.71 7.3.91 8.1.3, 8.3.1, 921 9.4, 9.5.11 9.8.41 9.9. t , l 3.5.21 14.2.27 14.2.41 15.11 15.2 Decisions to Withhold Certification 9.4.1, 9,51 9.71 14.1.1.3 Defective or Nonconforming Work, Acceptance, Rejection and Correction of 2.31 2.41 3.5, 4.2.6, 6.2.5, 9.5.1, 9.5.21 9.6.61 9.8.2, 9.9.37 9.10.4, 12.2.1 Definitions 2.1.173.1.1,3.513.12.113.12.213.12.314.1.1, 15.1.1, 5.11 6.1.27 7.2.11 7.3.1, 8.1, 9.11 9.8.1 Delays and Extensions of Time 3.7.41 5.2.31 7.2.17 7.3.11 7.44 83, 9.5. l , 9.7, 10.32, 10.41 14.3.21 15.1.5 Disputes 7.3.9,15.1115.2 Documents and Samples at the Site 3. l 1 Drawings, Definition of 1.1,5 Drawings and Specifications, Use and Ownership of 3.11 Effective Date of Insurance 8.2.27 11,1,2 Emergencies 10.41 14.1.1.21 15.1.4 Employees, Contractor's 3.3.27 3.4.31 3.8.17 3.9, 3.18.2, 4.2.31 4.2.61 10.2, 10.3.3, 1 1.1.1, 11.3.7, 14.1, 14.2.1.1 Equipment, Labor, Materials or .31 1.1.6, 3.4, 3.51 3.8.21 3.8.37 3* 121 3, 13, 3.15.1, 4.2.61 4.2.71 5.2.1, 6.2.1, 7.3.71 9.3.2, 9.3.31 9.5.1.3, 9.10.2, 10.2.1, 10.2.4, 14.2.1.11 14.2.1.2 Execution and Progress of the Work 1.1.31 1.2.1, 1.2.21 2.2.3, 2.2.51 3.1, 3.3.11 3.4.11 3.51 AIA Document A201 T'" - 2007. Copyright ©1911; 1915. 1918, 1925. 1937, 1951. 1958, 19610 1963, 1966, 1970, 1976, 1987. 1997 and 2007 by The American Init. institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorked � reproduction or distribution of this AIA° Document, or any portion of it, may result in severe civil and criminal penakies, and will be prosecuted to the � maximum extent possible under the law. This document was produced by AIA sofbNare at 13:2738 ET on 03/01/2019 under Order No.3780910300 which expires on 04/25/2019. and is not for resale. User Notes: (1396204357) 3.7.1,3.10.Ili, 12,3.14,4.2,6.2.2,7.1.3,7.3.5,8.2, 9.5.13 909.11 10.21 10.37 12.21 14.21 14.3.11 15, 1.3 Extensions of Time 3.2.413.7.415.2.317.2.1,7.317.419.5.119.77 10.3.27 10.41 14.37 15.1.5 Failure of Payment 9.5.1.3, 9,71 9.10.2, 13.61 14.1.1.3, 14.2.1.2 Faulty Work (See Defective or Nonconforming Work) Final Completion and Final Payment 4.2.11 4.2.91 9.8.27 9.10, 11,121 1 1.1.3, 1 1.3.1, 11.3.51 12.37 14.2.4, 14.4.3 Financial Arrangements, Owner's 2.2.1, 13.2.2, 14.1.1.4 Fire and Extended Coverage Insurance 11.3.1.1 GENERAL PROVISIONS 1 Governing Law 13,1 Guarantees (See Warranty) Hazardous :Materials 102.41 10.3 Identification of Subcontractors and Suppliers 5.2.1 Indemnification J, 171 3v 181 9.10.27 10.3.3, 10.3.51 10.3.6, 1 1.3.1.2, 11.3.7 Information and Services Required of the Owner 2.1.2, 2,21 3.2.27 3.12.41 3.12.10, 6.1.31 6.1.47 6.2.51 9.6.1, 9.6.4, 9.9.21 9.10.3, 10.3.3, 11.21 11.47 13.5.1, 13524 14.1. L4, 14.1.47 15.1.3 Initial Decision 15.2 Initial Decision Maker, Definition of 1.1.8 Initial Decision Maker, Decisions 14.2.2, 14.2.41 15.2.1, 15.2.2, 15.2.31 Initial Decision Maker, Extent of Authority 14.2.21 14.2.41 15.1.37 15.2.11 15.2.2, 15.2.37 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, 4.2.61 4.2.9, 9.4.21 9.8.3, 9.9.21 9.10.1, 12.2.1, 13.5 Instructions to Bidders 1.1.1 Instructions to the Contractor 3.3.13.8.1,5.2.1,7,8.2.2, 127 13.5.2 Instruments of Service, Definition of 1.1.7 Insurance 3.18.1,6.1.117.3.719.3.2,9.8.419.9.119.10.21 11 Insurance, Boiler and Machinery 11.3.2 Insurance, Contractor's Liability 11.1 Insurance, Effective Date of 8.2.21 11,1,2 Insurance, Loss of Use 11.3.3 [nsurance, Owner's Liability 11.2 Insurance, Property 10.2.51 11.3 Insurance, Stored \/laterials 9.3.2 INSURANCE AND BONDS 11 [nsurance Companies, Consent to Partial Occupancy 9.9'I Intent of the Contract Documents 1.2.1,4.2.7,42,12,4.2.13,7.4 Interest 13.6 Interpretation 1.2.311.41 4.1.11 5.11 6.1.21 15.1.1 Interpretations, Written ,111 4.2.127 15.1.4 (Paragraphs deleted) Labor and Materials, Equipment 1.1.31 1.1.6, 3a4, 3. 51 3.8.21 3.8.3, 3.12,3.13, 3.15.1, 4.2.61 4.2.7, 5.2.11 6.2.1, 7.3.7, 9.3.2, 9.3.3, 9.5.1.3, 9.10.2, 10.2.11 10.2.41 14.2.1.1, 14.2.1.2 Labor Disputes 8.3.1 Laws and Regulations 1.5,3.2.3,3.6,3.7,3.12.10,3.13,4.1.1,9.6.4,9.9.1, 10.2.2,11.1.1,11.3,13.1,13.4,13.5.1,13.5.2,13.6,14 Liens 2.1.2,9.3.3,9.10.2,9.10.4 Limitations, Statutes of 12.2.51 13.7 Limitations of Liability 2.3,3.2.2,3.5,3.12.10,3.17,3.18.1,4.2.6,4.2.7, 4.2.12, 6.2.2, 9.4.21 9.6.47 9.6.77 10.2.51 10.3.31 11, 1,21 11.21 11.3.77 12.2.5, 13.4.2 Limitations of Time 2.1.21 2.21 2.41 3.2.21 3q 101 3, 117 3.12.5, 3.15.1, 4.2.77 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, 9.51 9.61 9.71 9.81 9.91 9.10, 1 1. L3, 1 1.3.1.5, 11.3.6, 113,101 12.2, 13.51 13.71 14, 15 Loss of Use Insurance 11.3.3 V(aterial Suppliers L5, 3.12.17 4.2.4,4.2.6,5.2.1,9.3,9.4.2,9.6,9.10.5 Materials, Hazardous 10.2.41 10.3 vlaterials, Labor, Equipment and 1.1.37 1.1.6, 1.5.11 3.4.11 3.5, 3.8.21 3.8.3, 3.12, 3.13, 3.15.11 4.2.61 4.2.7, 5.2.11 6.2.11 7.3.7, 9.3.2, 9.3.3, 9.5.1.3, 9.10.21 10.2.1.2, 10.2.47 14.2.1.11 14.2.1.2 AIA Document A201 T"' - 2007. Copyright ©1911, 1915, 1918, 1925, 1937, Institute of Architects. All rights reserved. WARNING: This AtA® Document 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init. is protected by U.S. Copyright Law and International Treaties. Unauthorized s reproduction or distribution of this AIA° Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the / maximum extent possible under the law. This document was produced by AIA software at 13:2738 ET on 03/01/2019 under Order No.3780910300 which expires on 04/25/2019, and is not for resale. User Notes: (1396204357) Means, Methods, Techniques, Sequences and Procedures of Construction 3.3.1,3.12.10,4.2.214.2.7,9.42 Mechanic's Lien 2.1.2 Mediation 8.3.1, 10.351 10.3.61 15.2.1, Minor Changes in the Work 1.1.1, 3.12.8, 4.2.81 7.1. 7,4 MISCELLANEOUS PROVISIONS 13 Modifications, Definition of 1.1,1 Modifications to the Contract 1.1.1, 1.1.213.1114.1.2,4.2.1,5.2.3,718.3.119.7, 10.3.2. 11,11 Mutual Responsibility 6,2 Nonconforming Work, Acceptance of 9.6.61 9.9.3, 12.3 Nonconforming Work, Rejection and Correction of 2.312.4,3.5,4.2.616.2.4,9.5.119.8.2,9.9.319.10.45 122.1 Notice 2.2.1,2.3,2.=1,3.2.4,3.3.1,3.7.2,3.12.9,5.2.1,9.7, 9.10, l 0.2.2, 1 1.1.3, 122 0 2, 1, 13. 3, 13.5.1, 13.5.2, 14.1, 14.2 Notice, Written 2.312.4,3.3.1,3.9.2,3.12.9,3.12.10,52.179.719.107 10.2.2 , 10631 11,13, 113,67 12.2.2.11 1331 14 Notice of Claims 3.7.41 10.2.81 1,1.2 Notice of Testing and inspections 13.5.1, 13.5 .2 Observations, Contractor's 3.2, 3.7.4 Occupancy 2.2.2, 9.6.6, 9.8, 1 1.3.1.5 Orders, Written 1.1.1, 2.3, 3.9.2, 71 8.2.21 113,91 12.11 12.2.7_.1, 13.5.21 14.3. I OWNER 2 Owner, Definition of 2.1.1 Owner, Information and Services Required of the 2.1.2, 2.21 3.2.2, 3.12.10, 6.1.31 6.1.41 6.2.5, 9.3.2, 9.6.11 9.6.41 9.9.27 9.10.3, 10.3.3, 11.21 11,31 13.5.1, 13.5.2, 14.1.1.47 14.1.47 15, 1.3.) Owner's Authority 105,2.1.1,2.3,2.413.4.213.8.1,3.12.1073.14.2,4.102, 4.1.3, 4.2.41 4.2.91 5.2.11 5.2.41 5.4.17 6.11 6.31 7.2.17 7.3.1, 8.2.2, 8.3.1, 9.3.1, 9.3.2, 9.5.11 9.6.4, 9.9.1, 9. 10 . 2 , l0.3.2, 1 1.1.3, 1 1.3.3, 11.3.10, 12.2.2, 12. 3, 13.2.21 14.31 14.4 Owner's Financial Capability 2.2.11 13.2.21 14.1.1.4 Owner's Liability Insurance 11.2 Owner's Relationship with Subcontractors 2 1.102, 5.7 5.31 5.41 9.6.41 9.10.21 14.2.2 Owner's Right to Carry Out the Work 14.2.2 Owner's Right to Clean Up b.3 Owner's Right to Perform Construction and to 4ward Separate Contracts 6.1 Owner's Right to Stop the Work 2.3 Owner's Right to Suspend the Work 14.3 Owner's Ri;ht to Terminate the Contract 14.2 Ownership and Use of Drawings, Specifications and Other Instruments of Service 1. l .11 1.1.6, 1.1.71 1.51 2.2.5, 3 2.2, 3.1 I , 3.171 4.2.12, 5.3 Partial Occupancy or Use 9.6.6, 9.9, 1 1.3.1.5 Patching, Cutting and 4,625 Patents 3.17 Payment, Applications for 42.51 7.3.9, 9.27 9.3, 9.4, 9.5, 9.6.3, 9.7, 9.8.5, 9.10.1, 14.2.31 14.2.47 14.4.3 Payment, Certificates for 4.25, 4.2.9, 9.3.3, 9.41 9.5, 9.6.1, 9.6.61 9.71 9.10.1, 9.10.3, 13.71 14.1.1.3, 14.2.4 Payment, Failure of 95.1.35 9.7, 9.10.2, 13.6, 14.1.1.3, 14.2.1.2 Payment, Final 4.2.11 4.2.9, 9.8.27 9.10, 1 1.1.2, 11,131 1 1.4.1, 12.3, 13.71 14.2.4, 14.4.3 Payment Bond, Performance Bond and 7.3.7.41 9.6.7, 9.10.3, 11A Payments, Progress 9.31 9.61 9.8.51 9.10.3, 13.6, 14.2.31 15.1.3 PAYNMENTS AND COMPLETION 9 Payments to Subcontractors 5.4.21 9.5.1.3, 9.6.21 9.6.3, 9.6.4. 9.6.77 14.2.1.2 PCB 10.3. t Performance Bond and Payment Bond 7.3.7.4,9.6.7,9.10.3, 11A Permits, Fees, Notices and Compliance with Laws 2.2.27 3.7, 3.13, 7.3.7.4, 10.2.2 PERSONS AND PROPERTY, PROTECTION OF 10 Polychlorinated Biphenyl 10.3. AIA Document A201 T"' - 2007. Copyright ©1911, 1915, 1918, 1925, 1937, stitute of Architects. All rights reserved. WARNING: This AIA° Document 1951, 1958, 1961. 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Inst. Inis protected by U.S. Copyright Law and International Treaties. Unauthorized 7 reproduction or distribution of this AIA° Document, or any portion of it, may resuk in severe civil and criminal penalties, and will be prosecuted to the t maximum extent possible under the law. This document was produced by AtA software at 13 27 38 ET on 0 3/0 112 0 1 9 under Order No.3780910300 which expires on 04/25/2019, and is not for resale. User Notes: (1396204357) Product Data, Definition of Samples at the Site, Documents and 112.2 3,11 Product Data and Samples, Shop Drawings Schedule of Values 3.1 11 3,12, 4.2.7 9,21 903,1 Progress and Completion Schedules, Construction 4.2.2, 8.2, 9.8, 9.9.1, 14.1.41 15.1.3 -)1 10 3.12.1, 3.12.21 6.1.3, 15.1.5.2 Progress Payments Separate Contracts and Contractors 9.3, 926, 9.8.51 9.10.3, 13.61 14.2.3, 15.1.3 L 1.4, 3.12.5, 3.14.2, 4.2.41 4.2.71 61 8.3.11 12. L2 Project, Definition of Shop Drawings, Definition of 1AA 3,12,1 Project Representatives Shop Drawings, Product Data and Samples 4.2.10 33.111 3o 121 4.2.7 Property Insurance Site, Use of 10.2.51 11.3 3913, 6.1.11 6.2.1 PROTECTION OF PERSONS AND PROPERTY Site Inspections 10 3.2.21 3.3.3, 3.7.1, 3.7.414,19,4.219,10,1, 13.5 Regulations and Laws Site Visits, Architect's 1.5,3.2.313.613.713.12.10,3.13,4.1.1,9.6.419.9.11 3.7.414.2.2,4.2.919.4.2,9.5.1,9.9.219.10.1113.5 10.2.2, 11.11 11,41 13. I. 13.4, 13.5.1. 13.5.2, 13.61 14 Special Inspections and Testing Rejection of Work 4.2.6, 12.2.1, 13.5 3.51 4.2.61 12.2.1 Specifications, Definition of Releases and Waivers of Liens 1,1,6 9, 10,2 Specifications Representations 1.1.17 1.1,61 1.2.21 1.51 3.1 I, 3.12.10, 3.171 4.2.14 3.2.1, 3.51 3.12.6, 6.2.21 8.2.1, 9.3.3, 9.4.2, 9.5.14 9.8.21 Statute of Limitations 9.10.1 13.7 Representatives Stopping the Work 2.1.113.1.113.9,4.1.114.2.1,4.2.214.2.10,5.1.115.1.21 2.31 9,71 10.31 14.1 13.2_( Stored N/laterials Responsibility for Those Performing the Work 6.2.119.3.2, 10.2.1.21 10.2.4 3.3.31 3.18, 4.2.3, 5.3, 6.1.3, 6.2, 6.3, 9J, Retainage 10 Subcontractor, Definition of Retainage 50111 9.3.1, 9.6.21 9.8.51 9.9.1, 9.10.27 9. 103 SUBCONTRACTORS Review of Contract Documents and Field 5 Conditions by Contractor Subcontractors, Work by 3,24 3.12.71 66 13 1.2.21 3.3.25 3.12.1, 4.2.31 5.2.31 5.37 5.41 9.3.1.21 9.6.7 Review of Contractor's Submittals by Owner and Subcontraetual Relations Architect 5,31 5.4, 9.3.1.2, 9.6, 9.10, 10.2.11 14.17 14.2.1 3.10.1, 3.10.2, 3.1 11 3.12, 4.2, 5.2, 6.1.3, 9.2, 9.8.2 Submittals Review of Shop Drawings, Product Data and Samples 3.10, 3.1 11 3.121 4.2.77 5.2.1, 5.2.37 7.3.71 9.2, 9.31 9.81 by Contractor 9.9.11 9.10.2, 9.10.3, 1 1.1.3 3.12 Submittal Schedule Rights and Remedies 3.10.21 3.12.5, 4.2.7 1.1.212.3, 2.4, 3.5, 3.7.4, 3.15.2, 4.2.6, 5.3, 5.4, 6.1, Subrogation, Waivers of 6.3, 7.3.1, 8.31 9.5.1, 9.77 10.2.5, 10.31 12.2.21 12.2.41 6.1.11 11917 13.4, 14 Substantial Completion Royalties, Patents and Copyrights 4.2.91 8.1.11 8.1.3, 8.2.3, 9.4.2, 9,8, 9.9.11 9.10.31 12.2, 3,17 13.7 ("Paragraphs deleted) Substantial Completion, Definition of Safety of Persons and Property 91801 10,2, 10.4 Substitution of Subcontractors Safety Precautions and Programs 5.2.37 5.2.4 3.3.14 4.2.21 4.2.7, 5.3, 10.1, 10.27 10.4 Substitution of Architect Samples, Definition of 4.1.3 3,1293 Substitutions of Materials Samples, Shop Drawings, Product Data and 3.4.2; 3.51 7.3.8 3.1 11 3a 121 4.2.7 AIA Document A201 T'" - 2007. Copyright ©1911; 1915, 1918, 1925. 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized $ reproduction or distribution of this AIA Document, or any port ion of it, may result in severe civil and criminal penalties, and will be prosecuted to the t maximum extent possible under the law. This document was produced by AIA software at 13:27.38 ET on 03/01/2019 under Order No.3780910300 which expires an 04/25/2019, and is not for resale. User Notes: (1396204357) Sub -subcontractor, Definition of 5,1,2 Subsurface Conditions 3.7.4 Successors and Assigns 13.2 Superintendent 3,91 10.2.6 Supervision and Construction Procedures 1.2.27 337 3.41 3.12.10, 422, 4.2_,7, 6.1.31 6.2.4, 7.1.31 7.3.71 8.21 8.3.1, 9.4.21 10, 12, 14, 15.1.3 Surety 5.4.121 9.8.5, 9.10.2, 9.10.3, 14.2.2 Surety, Consent of 9. l 0.2, 9.10.3 Surveys 2.2.3 Suspension by the Owner for Convenience 14,3 Suspension of the Work 5.4.2, 14.3 Suspension or Termination of the Contract 5.4.1.1, 14 Taxes 3.6, 3.8.2.11 7.3.7.4 Termination by the Contractor 14911 I5.1.6 Termination by the Owner for Cause 5.4.1.1, 14,27 15.1.6 Termination by the Owner for Convenience 14, 4 Termination of the Architect 4.1.3 Termination of the Contractor 14.2.2 TERMINATION OR SUSPENSION OF THE CONTRACT 14 Tests and Inspections 3.1.3, 3.3.3, 4.2.21 4 2.6, 4.2.91 9.4.21 9.8.31 9.9.2, 9.10.1, 10.3.21 1 1.4.1, 12.2.11 1395 TIME 8 Time, Delays and Extensions of 3.2.413.7.4152317.2.117.3.117.418319.5.1,9.71 10.3.21 10.44 14.3.2, 15.1.5 Time Limits 2.1oil, 2.2,2.4,3.2.2,3.10,3.11,3.12.5,3.15.1,4.2, 5.2,5.3.5.416.2.417.3,7.478.2,9.279.3.179.3.319.4.11 9.5, 9.61 9.71 9.8, 9.9, 9.10, 11,13, 12.21 13.51 13.7, 14, 15.1.2 Time Limits on Claims 3.7.41 10.2.81 13.71 15.1.2 Title to Work 9.3.2, 9.3.3 Transmission of Data in Digital Form 1.6 UNCOVERING AND CORRECTION OF WORK 12 Uncovering of Work 12.1 Unforeseen Conditions, Concealed or Unknown 3.7.41 8.3. l , 10.3 Unit Prices 7.3.3.2, 7.3.4 Use of Documents I.I.I, 1.512.2.5,3.12.615.3 Use of Site 3.131 6.1.1, 6.2.1 Values, Schedule of 9.3.1 Waiver of Claims by the Architect 13.4.2 Waiver of Claims by the Contractor 9.10.5, 43.4.2, 15.1.6 Waiver of Claims by the Owner 9.9.3, 9.10.3, 9.10.41 122.2.1, 13.4.2, 14.2.41 1-5.1.6 Waiver of Consequential Damages 14.2.41 15.1.6 Waiver of Liens 9.10.21 9. 10.4 `Vaivers of Subrogation 6.1.17 11.3.7 Warranty 4.2.9, 9.3.3, 9.8.4, 9.9.1, 9.10.4, 12.2.2, 13.7 Weather Delays 15.1.5.2 Work. Definition of 1.1,3 Written Consent 1.5.2, 3.4.21 3.7.4, 3.12.8, 3.14.2, 4.1.2, 9.3.2, 9.8.51 9.9.17 9.10.21 9.10.3, 11.4.11 13.21 13.4.2 Written Interpretations 111 4.2.12 Written Notice 2.493.3.113.913.12.913.12.10,5.2.1,8.2.219.71 9.101 10.2.2, 10.31 1 1.1.3, 12.2.27 12.2.41 13.31 14 Written Orders L 1.17 2.3, 3.91 71 8.2.21 12. 1, 12.21 13.5.2, 14.3. l , 15.1.2 AIA Document A201 TM - 2007. Copyright ©1911., 1915, 1918, 1925. 1937, 1951, 1958, 1961. 1963, 1966. 1970, 1976. 1987, 1997 and 2007 by The American Inst. Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized � reproduction or distribution of this AIA° Document, or any portion of it, may result in severe civil and crim(nal penalties, and will be prosecuted to the / maximum extent possible under the law, This document was produced by AIA software a[ 13 27:38 ET on 03/01/2019 under Order No.3780910300 which expires on 04/25/2019, and is not for resale. User Notes: (1396204357) ARTICLE 1 GENERAL PROVISIONS § 1,1 BASIC DEFINITIONS § 1.1.1 THE CONTRACT DOCUMENTS The Contract Documents are enumerated in Article LI of A 133-2009, which constitutes the agreement between the Contractor and the Owner (the "Agreement"). The Agreement is the contract entered into between Owner and the Contractor, said contractor being titled "AIA® Document A 133T',.\/i — 2009 Standard Form of Agreement Between Owner and Construction iVlanager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Ylacimum Price." The Agreement is sometimes referred to herein as the "A 133-2009." For purposes of the Contract Documents, a Modification is ( l ) 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 requirements. § 1.1.2 THE CONTRACT The Contract Documents form the Contract for Construction (the "Contract"). 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 �vloditication. The Contract Documents shall not be construed to create a contractual relationship of any kind ( I ) 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: (1) be entitled to performance and enforcement of obligations ander the Contract intended to facilitate performance of the Architect's duties as set forth in the Contract Documents, and (2) be obligated to perform said duties. § I.1.2.i Should the Contractor End discrepancies, omissions or conflicts within the Contract Documents, or be in doubt or questions as to their meaning, the Contractor shall notify in writing the Architect and the Owner, and the Architect will issue a written addendum to all parties that is consistent with the Owner's Scope of Work. § 1.1.2,2 THE CONTRACTOR The term "Contractor" means the Construction Manager, an entity known as Lee Lewis Construction, (nc., which is a party to the Agreement. V § 1.1.2.3 THE CONSTRUCTION DOCUMENTS The term "Construction Documents" means all plans, Spzcifications, schematics, designs, Drawings, elevations, schedules, diagrams, dimensions, quantities, instruments of Service, and other related documents that are necessary for proper construction of the Work and completion of the Project in accordance with the Agreement. § 1.1.3 THE WORK The term "Work" means the construction and services requited 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 tivhich 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 thz written requirements for materials, equipment, systems, standatds and workmanship for the bVork, and performance of related services. AIA Document A201 `"` — 2007. Copyright ©1911, 1915, 1918, 1925, 1937, 1951. 1958, 1961, 1963, 1966, 1970, 1976. 1987, 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 1 � reproduction pr distribution of this AIA° Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 13:2738 ET on 03!01!2019 under Order No.3780910300 which expires on 04/25/2019, and is not for resale. User Notes: (1396204357) § 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. § 1a1.81NITIAL DECISION MAKER The "Initial Decision \/taker" is the person identified in the Agreement to render initial decisions on Claims in accordance with Section 15.2 and certify termination of the Agreement under Section 14.2.2. § 1.2 CORRELATION AND INTENT OF THE CONTRACT DOCUMENTS § 1,2.1 The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all; performance by the Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the indicated results. § 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 indushy meanings are used in the Contract Documents in accordance with such recognized meanings. § 1.2.4 to the event of inconsistencies beriveen portions of the Contract Documents or within the Contract Documents; the Contract Documents shall be interpreted to provide the better quality or greater quantity of bvork. The Contractor shall promptly supply Architect with a written description of all inconsistencies for the Architect's inspection and approval prior to installation. CAPITALIZATION Terms capitalized in these General Conditions include those that are (I) speccally 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 fi•equently 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 presumed to be the authors and owners of their respective Instruments of Service, including the Drawings and Specifications, and will retain all common law, statutory and other reserved rights, including copyrights, save and except for a license to Owner allowing use of the Instruments of Service by the Owner and the Owner's agents in support of performance of the Work and subsequent maintenance and operations. The Contractor, the Subcontractors, the Sub -subcontractors, and material or equipment suppliers shall not own or claim a copyright in the Instruments of Service. Submittal or distribution to meet official regulatory requirements or for other purposes in connection with this Project is not to be construed as publication in derogation of the Architect's or the Architect's consultants' reserved rights. § 1.5.2 The Contractor, the Subcontractors, the Sub -subcontractors and material or equipment suppliers are authorized to use and reproduce the Instruments of Service provided to them solely and exclusively for execution of the Work. All copies made tinder this authorization shall bear the copyright notice, if any, shown on the instruments of Service. The Contractor, the Subcontractors, the Strb-subcontractors, and material or equipment suppliers may not use the instruments of Service on other projects or for additions to this Project outside the scope of the Work without the specific written consent of the Owner, the Architect and the Architect's consultants. AIA Document A201 T^' — 2007. Copyright ©1911. 1915, 1918, 1925. 1937, 1951, 1958, 1961, 1963, 1966, 1970. 1976, 1987. 1997 and 2007 by The American Init. institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 11 reproduction or distribution of this AIA Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 13:27:38 ET on 03/01 /Z019 under Order No.3780910300 which expires on 04/25/2019. and is not for resale. User Notes: (1396204357) § 1,6 TRANSMISSION OF DATA IN DIGITAL FORM [f the parties intend to transmit Instruments of Service or any other information or documentation in digital form, they shall endeavor to establish reasonable protocols governing such transmissions to avoid unauthorized discloser, unless otherwise already provided in the Agreement or the Contract Documents, ARTICLE 2 OWNER § 21 GENERAL § 2,1.1 The Owner is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The Owner shall designate in writing a representative who shall have express authority to bind 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 fttrnish 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. § 2.1.3 The Contractor stipulates and agrees that the Orvner has no duty to discover any design errors or omissions in the Drawings, Plans, Specifications and other Contract Documents, and has no duty to notify the Contractor of same. The Contractor has a continuing duty through Final Completion to exercise reasonable diligence to carefully study and compare Drawings and Specifications and promptly to notify the Owner and the Architect in writing regarding any conflicts among systems, design errors or omissions of which the Contractor has notice. § 2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER § 2.2.1 Prior to commencement of the Work, the Contractor may request in writing that the Owner provide reasonable evidence that the Owner has made financial arrangements to fulfill the Owner's obligations under the Contract. Thereafter, the Contractor may only request such evidence if( t) the Owner fails to make payments to the Contractor as the Contract Documents require; (2) a change in the Work materially changes the Contract Sum; or (3) the Contractor identifies in writing a reasonable concern regarding the Owner's ability to make payment when due. The Owner shall furnish such evidence as a condition precedent to commencement or continuation of the Work or the portion of the Work affected by a material change. After the Owner furnishes the evidence, the Owner shall not materially vary such financial arrangements without prior notice to the Contractor. § 2.2,2 Except for permits and fees that are the responsibility of the Contractor under the Contract Documents, including those required ander Section 3.7.1, the Owner shall secure and pay for necessary approvals, easements, assessments and charges required for construction, use or occupancy of permanent structures or for permanent changes in existing facilities. § 2.2.3 If requested in writing by the Contractor prior to the start of the Work, the Owner shall furnish surveys describing physical cliaraeteristics, legal limitations and utility locations which are known to the Otivnel• For the site of the Project, and a legal description of the site. Other than any metes and bounds noted in any survey provided, Owner does not guarantee the accuracy of any surveys provided. The Owner does not guarantee that utility lines or other improvements are in the exact locations as shown on plans and surveys. The Contractor shall verify with the various utility companies and owners of improvements the location of such utility lines and other improvements. Any identified water, gas or sewer line, telephone, telegraph or electric wire, cable or other utility facility broken, cut or damaged by the Contractor or any of his workmen or subcontractors shall be replaced by the Contractor at his own expense, or by the responsible subcontractor at its own expense, and will not be paid for by the Owner. Repairs shall be made immediately, and no other work shall be done until breaks or damages have been repaired and service restored. Any delay caused by the identified cut or break shall be solely attributed to the Contractor. § 2.2.4 The Owner shall furnish information or services required of the Owner by the Contract Documents with reasonable promptness. The Owner shall also furnish any other information or services under the Owner's control and relevant to the Contractor's performance of the Work with reasonable promptness after receiving the Contractor's written request for such information or services. § 2.2.5 Unless otherwise provided in the Contract Documents, the Owner shall furnish to the Contractor one copy of thP Contract Documents for purposes of making reproductions pursuant to Section 1.5.2. AIA Document A201 TM - 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961. 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and international Treaties. Unauthorized 12 reproduction or distribution of this AIA° Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 13:27:38 ET on 03/01/2019 under Order No.3780910300 which expires on 04/25/2019, and is not for resale. (1396204357) User Notes: § 2.3 OWNER'S RIGHT TO STOP THE WORK if the Contractor fails to correct Work that is not in accordance with the requirements of the Contract Documents as required by Section 12.2 or repeatedly fails to carry out Work in accordance with the Contract Documents, the Owner may issue a written order to the Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity. § 2.4 OWNER'S RIGHT TO CARRY OUT THE WORK if the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a ten-day period after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may, without prejudice to other remedies the Owner may have, correct such deficiencies. in such case an appropriate Change Order shall be issued deducting from payments then or thereafter due the Contractor the reasonable cost of correcting such deficiencies, including the Owner's expenses and compensation for the Architect's additional services made necessary by such default, neglect or failure. if payments then or thereafter due the Contractor are not sufficient to cover the Owner's expenses in carrying out the Work, the Contractor shall pay the difference to the Owner. ARTICLE 3 CONTRACTOR § 3.1 GENERAL (Pnrugraph r/eleted� § 3.1.1, The Contractor is the person or entity identified as the Construction Manager 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, and includes the Construction Manager or Construction Manager at Risk, if applicable. § 3.1.2 The Contractor shall perform the Work in accordance with the Conh•act Documents. § 3.1.3 The Contractor shall not be relieved of obligations to perform the Work in accordance with the Contract Documents either by activities or duties of the Architect in the Architect's administration of the Contract, or by tests, inspections or approvals required or performed by persons or entities other than the Contractor. § 3,1.4 The Contractor represents and warrants the following to the Owner (in addition to the other representations and warranties contained in the Contract Document), as an inducement to the Owner to execute this Contract, which representations and warranties shall survive the execution and delivery of the Contract and the Final Completion of the GVork: I That Contractor is financially solvent, able to pay its debts as they mature, and possessed of sufficient working capital to complete the Work and perform its obligations under• the Contract Documents; .2 That Contractor is able to ftirnish the tools, materials, supplies, equipment and labor required to timely complete the Work and perform its obligations hereunder and has sufficient experience and competence to do so: .3 That Contractor is authorized to do business in the State of Texas and properly licensed by all necessary governmental, public and quasi -public authorities havingjurisdiction over it, the Work, or the site of the Project; and .4 That the execution of the Contract and its performance thereof are within the Contractor's duly -authorized powers. § 3.2 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR § 3,2.1 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site, become generally familiar with local conditions Under which Lite Work is to be performed and correlated personal observations with requirements of the Contract Documents, brought any complicating factors to the attention of the Owner in writing, and fully considered all such factors in obligating itself to perform the Work Linder the agreed terms. AIA Document A201 r"' — 2007. Copyright ©1911, 1915, 1918, 1925. 1937, 1951. 1958, 1961. 1963, 1966 1970, 1976. 1987, 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 1 � reproduction or distribution of this AIA° Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the t maximum extent possible under the law. This document was produced by AIA software at 13:27:38 ET on 03!01/2019 under Order Mo.3780910300 which expires an 04/25/2019, and is not for resale. User Notes: (1396204357) § 3.2.2 Because the Contract Documents are complementary, the Contractor shall, before starting each portion of the Work, carefully study and compare the various Contract Documents relative to that portion of the Work, as well as the information furnished by the Owner pursuant to Section 2.2.3, shall take Field measurements of any existing conditions related to that portion of the Work, and shall observe any conditions at the site affecting it. These obligations are for the purpose of facilitating coordination and construction by the Contractor and are not for the purpose ofdiscovering 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 requite. 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 has knowledge that any of the products or systems specified will perform in a manner that will limit the Contractor's ability to satisfactorily perform the Work or to honor his warranty, or will result in a limitation of or interference with the Owner's intended use, then the Contractor shall promptly notify the Architect and the Owner in writing, providing substantiation for his position. Any necessary changes, including substitution of materials, shall be accomplished by appropriate V(odiftcation. i f the Contractor believes that additional cost or time is involved because of clarifications or instructions the Architect issues in response to the Contractor's notices or requests for information pursuant to Sections 3.2.2 or 3.2.3, the Contractor shall make Claims as provided in Article 15. If the Contractor fails to perform the obligations of Sections 3.2.2 or 3.2.3, the Contractor shall pay such costs and damages to the Owner as would have been avoided if the Contractor had performed such obligations. if the Contractor performs those obligations, the Contractor shall not be liable to the Owner or the 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 nonconform ities of the Contract Documents to applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities. The Contractor shall not be entitled to additional compensation for additional Work caused by the Contr'actor's failure to carefully study and compare the Construction Documents prior to execution of the Work. § 3.3 SUPERVISION AND CONSTRUCTION PROCEDURES § 3,3.1 The Contractor shall sulpervise and direct the Work, using the Contractor's best skill and attention. The Contractor shall be solely responsible for, and have control over, construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work under the Contract, unless the Contract Documents give other specific instructions concerning these matters. If the Contract Documents provide specifications concerning construction means, methods, techniques, sequences or procedures, the Contractor shall evaluate thejobsite safety thereof and, except as stated below, shall be fully and solely responsible For the jobsite safety of such means, methods, techniques, sequences or procedures. if the Contractor determines that such means, methods, techniques, sequences or procedures may not be safe, the Contractor shall give timely written notice to the Owner and the Architect, said notice to include the Contractor's recommended changes to eliminate the identified safety issue(s), and shall not proceed with that portion of the Work without further written instructions from the Architect. § 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 per•fol-med to determine that such portions are in peoper condition to receive subsequent Work. § 3.3,4 The Contractor shall bear full responsibility for design and execution of acceptable trenching and shoring procedures, in accordance with Texas Health &Safety Code Section 756.02! ET SEQ. To the extent that any portion of the Work requires a trench excavation exceeding five (5) feet in depth, in accordance with Texas Health &Safety Code Section 756.023(x), the Contractor shall fully comply, and shall require any applicable subcontractor to comply with: A!A Document A201 rm — 2007. Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American snit. Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized � 4 reproduction or distribution of this AIA° Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 13:27:38 ET on 0 310 1/201 9 under Order No.3780910300 which expires on 04/25/2019. and is not for resale. User Notes: (1396204357) I The Occupational Safety & Health Administration Standards for trench safety in effect fol• Lite construction of the Work. 2 The special shoring requirements, if any, of the Owner. 3 Any geotechnical information obtained by the Owner for use by the Construction tilanager in the design of the trench safety system. § 3. 3,5 It is understood and agreed that the relationship of the Contractor to the Owner shall be that of an Independent Contractor. Nothing contained in the Contract Documents or inferable from the Contract Documents shall be deemed or construed to: I ) make the Contractor the agent, servant or employee of the Owner; or 2) create any partnership, joint venture, or other association between the Owner and the Contractor. Any direction or instruction by the Owner or any of its authorized representatives in respect to tile Work shall relate to the results the Owner desires to obtain from the bVork, and shall in no way affect the Contractor's Independent Contractor status. § 3.3.6 The Contractor, its subcontractors and vendors shall bear responsibility lot• compliance with all Federal and State laws, regulations, guidelines, and ordinances pertaining to worker safety and applicable to the Work. The Contractor further recognizes that the Owner and the Architect do not owe the Contractor any duty to supervise or direct his Work so as to protect the Contractor from the consequences of his own conduct. § 3,3.7 The Contractor shall properly and efficiently coordinate the timing, scheduling and routing of all Work performed by all trades and sub -contractors. § 3.3.8 The Contractor shall review Subcontractor safety programs, procedures, and precautions in connection with performance of the Work. However, the Contractor's duties shall not relieve any Subcontractor(s) or any other person or entity (e.g., a Supplier), including any person or entity with whom the Contractor does not have a contractual relationship, of their responsibility or liability to comply with all applicable Federal, State and Local laws, rules, regulations, and ordinances which shall include the obligation to provide for the safety of their employees, persons, and property and their requirements to maintain a work environment free of recognized hazards. The foregoing notwithstanding, the requirements of this paragraph are not intended to impose upon the Contractor any additional obligations that the Contractor would not have under any applicable State or Federal laws, including, but not limited to any rules, regulations, or statues pertaining to the Occupational Safety & Health Administration. § 3.4 LABOR AND MATERIALS § 3,4,1 Unless otherwise provided in the Contract Documents, the Contactor shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for proper- execution and completion of the Work, whether- temporary or permanent and whether or not incorporated or to be incorporated in the Work. § 3.4.2 Except in the case of minor changes in the Work authorized by the Architect in accordance with Sections 3. 12.8 or 7.4, the Contractor may mace 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- per•sons carrying out the �`ork. The Contractor• shall not permit employment of unfit persons or persons not properly skilled in tasks assigned to them. The Contractor shall not allow any of its employees, subcontractors, or other persons carrying out the Work to have access to thejob site while under the influence of alcohol or any debilitating drug. § 3.4.4 WORKERS' COMPENSATION INSURANCE The Contractor shall provide Workers' Compensation Insurance coverage for all employees involved in the performance of this Contract. § 3.4.4,1 Workers' Compensation —Certificates of Coverage. The Contractor shall certify in writing that the Contractor provides Workers' Compensation Insurance coverage for each employee of the Contractor employed on the Project, pttrstlan[ to the tegttirements of Texas Labor Code §406.096. The Contactor must provide a Certificate of Coverage to the Owner prior to being awarded the Contract. [f the coverage period shown on the Contractor's current Certificate of Coverage ends during the duration of the Project, the Contractor must, prior to the end of the coverage period, file a new Certificate of Coverage with the Owner showing that coverage has been extended. AIA Document A201 T'" — 2007. Copyright ©1911, 1915, 19184 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970. 1976, 1987, 1997 and 2007 by The American Init, Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties, Unauthorized 1 � reproduction or distribution of this AIA° Document, or any portion of it may re sult in severe civil and criminal penalties, and will be prosecuted to the / maximum extent possible under the law. This document was produced by AIA software a[ 13:27:38 ET on 03/01!2019 under Order No.3780910300 which expires on 04/25/2019, and is not For resale. User Notes: (1396204357) § 3.4.4.2 Contractor shall also require that each Subcontractor on the project provide a certificate relating to coverage of the Subcontractor's employees to the Contractor, who shall provide the Subcontractor's certificate to the Owner pursuant to the requirements of Texas Labor Code §406.096. The Contractor shall obtain from each person providing services on the Project and provide to the Owner a Certificate of Coverage prior to that person beginning work on the Project, so the Owner will have on file Certificates of Coverage showing coverage for all persons providing services on the Project; and if the coverage period on the current Certificate of Coverage ends during the duration of the Projects, the Contractor must provide a new Certificate of Coverage showing an extension of coverage prior to the end of the coverage period. The term Subcontractor includes persons providing services on the Project, and includes all persons or entities performing all or par[ of the services the Contractor has undertaken to perform on the Project, regardless of whether that person has employees. The requirement that a certificate relating to coverage pursuant to the Texas Labor Code §406.096 includes, but is not limited to, Independent Contractors, Subcontractors, Leasing Companies, \Motor Carriers, Owner -Operators, employees of any such entity, or employees of any entity that furnishes person to provide services on the Project. Services include, but are not limited to, providing hauling, or delivering equipment or materials, or providing labor, transportation, or other services related to the Project. Services do not include activities unrelated to the Project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. Said certificates are required for the duration of the Project, which includes the time from the beginning of the Work on the Project until the Contractor's work on the Project has been completed and acceptable to the Owner. See 28 T.A.C. § 110.1 10 forms TWCG81, TWCC-82, TWCG83, TWCG84, as they maybe updated or modified. The Contractor shall provide coverage based upon proper reporting of classification codes, payroll amounts, and the requirements of this Contract and State law. The Contractor is obligated to meet all legal requirements, regardless of whether or not such requirements are set out in this Contract. By executing this Contract, the Contractor is representing that all employees of the Contractor, the Subcontractors, and all others who will provide services on this Project will be properly covered by Workers' Compensation Coverage for the entire duration of the Project. 1 Workers' Compensation Insurance: a. Patt A: Statutory Limits b. Part B: Employer's Liability i. $100,000 per accident ii. $100,000 disease -each employee iii. $500,000 disease -policy limit Note: Stich insurance shall cover employees performing work on any and all Projects including, but not limited to, Construction, Demolition, and Rehabilitation. The Contractor or its Subcontractors shall maintain eovetages. To the extent that the respective the Subcontractors do not maintain coverage, the Contractor shall maintain the coverage on such Subcontractors for each applicable Contract. § 3.4.4.3 Worker's Compensation —Other Requirements The Contractor shat( post a notice at every Project site, in the text, form and manner set out by the Texas Department of Labor that informs all persons providing services under this Contract that they are required to be covered by Workers' Compensation and stating how a person may verify that such coverage exists and report a lack of coverage. AIA Document A201 T" - 2007. Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958. 1961, 1963, 1966, 1970, 1976, 1987. 1997 and 2007 by The American Inrt. Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized � s reproduction or distribution of this AIA° Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the / maximum extent possible under the law. This document was produced by AIA software at 13'27:38 ET on 03/01 /2019 under Order Mo.37809 t 0300 which expires on 04/25/2019, and is not for resale. User Notes: (1396204357) § 3,4,5 ASBESTOS OR ASBESTOS CONTAINING MATERIALS; LEAD FREE �ATERIAL IN 1'C�ABLE rndATER SYSTEnd; HAZARDOUS MATERIAL CERTIFICATION; EMERGENCIES § 3.4,5.1 Asbestos or Asbestos Containing Materials The Contractor shall submit to Owner's Representative or Engineer a written certification addressed to the Owner that aIt materials used in the construction of this Project contains less than one-tenth percent (0.10°/0) by weight of asbestos and for which it can be demonstrated that, tinder reasonably foreseeable job site conditions, will not release asbestos fibers in excess of 0.1 fibers per cubic centimeter. The written certificate shall further state that, should asbestos fibers be found at this Project in concentrations greater than 0.1 fibers per cubic centimeter, then the Contractor will be responsible for determining which materials contain asbestos fibers and shall take all necessary and best practices corrective action to remove those materials from the Project, at no additional cost to the Owner. The written certification shall be dated, reference this specific Project, and be signed by no less than two (2) Officers of the Contractor. Final Payment shall not be made until this written certification has been received. § 3.4.5.2 Lead -Free i\-[aterial in Potable bVater System Prior to final payment or payment of retainage, the Contractor and each Subcontractor involved with the potable water system shall furnish a written certification that the potable water system is "Lead -Free." The written certification shall further state that should lead be found in the potable water system built under this Contract, then Contractor shall be responsible for determining which materials contain lead and shall take all necessary corrective action to remove the lead from the Project, at no additional cost to the Owner. The written certification shall be dated, reference this specific Project, and be signed by no less than two (2) Officers of the Contractor. Final Payment shall not be made until this written certification has been received. § 3,4,5.3 Hazardous vlaterials Certification The Contractor shall provide written certification that no materials used in the rVork contain lead or asbestos materials in them in excess of amounts allowed by Federal, State or Local standards, laws, codes, rules and regulations, or the Federal Environmental Protection Agency (EPA) standards and/or the Federal Occupational Safety and Health Administration (OSHA) standards. All standards shall be followed. In case of conflict, the most restrictive standards shall apply. The Contractor shall provide this written certification as part of the submittals required for Final Payment. The written certification shall be dated, reference this specific Project, and be signed by no less than two (2) Officers of the Contractor. Final Payment shall not be made until this written certification has been received. § 3.4.5.4 Emergencies , In an emergency affecting the safety, persons or property, the Contractor shall act to the Contractor's discretion to prevent any damage, injury or loss. § 3.5 WARRANTY The Contractor warrants to the Owner and the Architect that materials and equipment furnished under the Contract will be of good quality and new unless the Contract Documents require or otherwise. The Contractor further warrants that the Contractor shall perform the Work in a good and workmanlike manner, continuously and diligently in accordance with generally accepted standards of construction practice for construction of projects similar to the Project, except to the extent the Contract Documents expressly specify a higher degree of finish or workmanship, in which case the standard shall be the higher standard. All material shall be installed in a true and straight alignment, level and plumb, patterns shall be uniform, andjointing of materials shall be flush and level, unless otherwise directed in writing by the Architect. 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. 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, unless such causes are the fault of Contractor or in violation of a duty imposed by the Contract Documents. If required by the Architect, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. Notwithstanding anything in the Contract Documents to the contrary, the Owner and the Contractor expressly agree that the warranties stated herein shall mean the individual warranties associated with each particular Work within the project, and each such individual warranty shall run from the Substantial Completion date. The Contractor's express warranty is in addition to, and not in lieu of, the Owner's other available remedies. All required warranties on equipment, machinery, materials, or components shall be submitted to the Architect on the AIA Document A201 TM — 2007. Copyright ©1911, 1915, 1918, 1925: 1937, 1951, 1958, 1961, 1963. 1966, 1970, 1976, 1987, 1997 and 2007 by The American lnt• Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Unauth orized .� 7 reproduction or distribution of this AIA° Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 13:27' 38 ET on 03!01!2019 under Order No.3780910300 which expires on 04/25/2019, and is not for resale. User Notes: (1396204357) manufacturers or suppliers approval forms for delivery to the Owner. The warranties set out in this Section are not exclusive of any other warranties or guarantees set out in other places in the Contract Documents or expressed or implied under applicable law. § 3.5.1 The Contractor shall certify in writing that the Project has been constructed in general conformance with the Architect's and Engineer's plans, specifications, and Construction Documents, as modified from time to time pursuant to the terms of the Contract Documents. § 3. 5.2 The Contractor agtees [o assign to the Ovvner, at the Time of final Completion of the Work, to be effective no later than the Time of Final Completion, any and all manufacturers and suppliers warranties relating to materials and labor used in the Work and further agrees to perform the Work in such a manner so as to preserve any and all such warranties. All forms will be required to be submitted prior to Final Payment. § 3.5.3 The warranties of the Contractor provided in Paragraphs 3.x.1 and 35.2, shall in no way limit or abridge the warranties of the suppliers of equipment and systems which are to comprise a portion of the Work and all such warranties shall be in form and substance as required by the Contract Documents. The Contractor shall take no action or fail to act in any way which results in the termination or expiration of such thir&party warranties or which otherwise results in prejudice to the rights of the Owner under such warranties. The Contractor agrees to provide all notices required for the effectiveness of such warranties and shall include provisions in the contracts with the providers and manufactures of such systems and equipment whereby the Owner shall have a direct right, but not a duty, of enforcement of such warranty obligations. § 3.5.4 The Contractor shall maintain a complete and accurate schedule of the dates) of Substantial Completion, the date(s) of Final Completion, and the date(s) upon which the warranty on each phase or building will expire. The Contractor shall provide a copy of such schedules to the Owner and the Architect. Prior to termination of the warranty period. the Contractor shall accompany the Owner and the Architect on reinspection of each Work in the Project and tfie Contractor shall be responsible for correcting any warranty items which are observed or reported during the warranty period. The Contractor shall provide such warranty work without interruption until accepted by the Owner and the Architect, even though such work should extend beyond the warranty period. § 3.6 TAXES The Ovvner is an exempt entity under the tax laws of the State of Texas. The Owner represents that this Project is eligible for exemption from the State Sales Tax on tangible personal property and material incorporated in the Project, provided that the Contractor fulfills the requirements of the Limited Sales, Excise and used Tax Rules and Regulations. For the purpose of establishing exemption, it is understood and agreed that the Contractor may be required to segregate materials and labor costs at the time a Contract is awarded, and will accept a Certificate of Exemption from the Owner. The Contractor shall obtain Certificates of Resale from their suppliers that shall make the Contractor or Subcontractor responsible for absorbing the tax, without compensation from the Owner. The Contractor shall pay all necessary Local, County, and State taxes, Income taxes, Compensation taxes, Social Security and Withholding Payments as required by the law. Without limiting other obligations of the Contractor under the Contract Documents, the Contractor hereby Releases, Indemnifies and Holds Harmless the Owner from any and all claims and demands made as a result of the failure of the Contractor or any Subcontractor to comply with the provisions of any or all such laws and regulations. § 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 (awful orders of public authorities applicable to performance of the Work. The Contractor will update all notices as necessary to ensure conformity with applicable taw and provide for safety. § 3.7.3 [f 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. AIA Document A201 TM — 2007. Copyright © 1911. 1915, 19184 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American snit. Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Trestles. Unauthorized 1 R reproduction or distribution of this AIAm Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 13:27.38 ET on 03/01/2019 under Order No.3780910300 which expires on 04/25/2019, and is not for resale. (1396204357) User Notes: § 3.7.4 The Contractor shall pay directly all temporary utility charges, temporary tap charges, and temporary water meter charges as established in the GMP Amendment. After consultation with the Owner, the Contractor shall also obtain all permits and approvals, and pay all fees and expenses, if any, associated with National Pollutant Discharge Elimination Systems (NPDES) regulations administrated by the Environmental Protection Agency (EPA) and Local Authorities, if applicable, that require completion of documentation and/or acquisition of a "Land Distributing Activities Permit" for the Project. Also after consultation with the Owner, the Contractor shall obtain all permits and approvals, and pay all fees and expenses, if any, associated with Storm Water Pollution Prevention and Pollution Control Plan (SWPPP) regulations administered by the Texas Commission on Environmental Quality (TCEQ) and Local Authorities. Reimbursable expenses shall not include any fines or penalties assessed against the Contractor, the Contractor's Subcontractors, the Project, or the Owner, unless SWPPP is installed as directed by the Owner's Engineer or Consultant. § 3, 7,5 Concealed or Unknown Conditions. If the Contractor encounters conditions at the site that are (1) subsurface or otherwise concealed physical conditions that differ materially from those indicated in the Contract Documents or (2) unknown physical conditions of an unusual nature, that differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract Documents, the Contractor shall promptly provide notice to the Owner and the Architect before conditions are disturbed and in no event later than 21 days after first observance of the conditions. The Architect will promptly investigate such conditions and, if the Architect determines that they differ materially and cause an increase or decrease in the Contractor's cost of, or time required for, performance of any part of the Work, will recommend an equitable adjustment in the Contract Sum or Contract Time, or both. If the Architect determines that the conditions at the site are not materially different from those indicated in the Contract Documents and that no change in the terms of the Contract is justified, the Architect shall promptly notify the Owner and the Contractor in writing, stating the reasons. If either party disputes the Architect's determination or recommendation, that party may proceed as provided in Article 15. § 3,7.6 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 the Architect. Upon receipt of such notice, tile 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. (terns 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 ernploy 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 equlipment delivered at the site, less applicable trade discounts; .2 The 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 shat I reflect ( I ) the difference between actual costs and the allowances under Section 3.8.2.1 and (2) changes in the 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. Init. AIA Document A201 TM - 2007. Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958. 1961, 1963, 1966. 1970, 1976, 1987. 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized .� � reproduction or distribution of this AIAm Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the I maximum extent possible under the law. This document was produced by AIA software at 1327 38 ET on 03/01 /2019 under Order No.3780910300 which expires on 04/25/2019, and is not for resale. (1396204357) User Notes: § 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. § 19,2 The Contractor, as soon as practicable after award of the Contract, shall furnish in tivriting to the Owner through the Architect the name and qualifications of a proposed superintendent. The Architect may reply within 14 days to the Contractor in writing stating ( I ) whether the Owner or the Architect has reasonable objection to the proposed superintendent or (2) that the Architect requires additional time to review. Failure of the Architect to reply within the l4 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 the Architect has made reasonable and timely objection. The Contractor shall not change the superintendent without the Owner's consent, which shall not unreasonably be withheld or delayed. § 3.10 CONTRACTOR'S CONSTRUCTION SCHEDULES § 3.10.1 The Contractor, promptly after execution of the initial Guaranteed Maximum Price Amendment, shall prepare and submit for the Owner's and the Architect's information a Contractor's construction schedule for the Work. The schedule shall not exceed time limits current under the Contract Documents, shall be revised at appropriate intervals as required by the conditions of the Work and Project, shall be related to the entire Project to the extent required by the Contract Documents, and shall provide for expeditious and practicable execution of the Work. § 3.10.2 The Contractor shall prepare a submittal schedule, promptly after being awarded the Contract and thereafter as necessary to maintain a current submittal schedule, and shall submit the schedule(s) for the Architect's approval. The Architect's approval shall not unreasonably be delayed or withheld. The submittal schedule shall ( l ) be coordinated with the Contractor's construction schedule, and (2) allow the Architect reasonable time to review submittals. If the Contractor fails to submit a submittal schedule, the Contractor shall not be entitled to any increase in Contract Sum or extension of Contract Time based on the time requited 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 the Architect. DOCUMENTS AND SAMPLES AT THE SITE The Contractor shall maintain at the site for the Owner one copy of the Drawings, Specitications, Addenda, Change Orders and other IVlodifications, in good order and marked currently to indicate field changes and selections made during construction, and one copy of approved Shop Drawings, Product Data, Samples and similar required submittals. These shall be available to the Architect and shall be delivered to the Architect for submittal to the Owner upon completion of the Work as a record of the Work as constructed. § 3.12 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES § 3.12,1 "Shop Drawings" are drawings, diagrams, schedules and other data specially prepared for the Work by the Contractor or a Subcontractor, Sub -subcontractor, manufacturer, supplier or distributor to illustrate some portion of the Work. § 3.12.2 "Product Data" are illustrations, standard schedules, performance charts, instructions, brochures, diagrams and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work. § 3.12.3 "Samples" are physical examples that illustrate materials, equipment or workmanship and establish standards by which the bVork will be judged. § 3.12.4 Shop Drawings, Product Data, Samples and similar submittals are not Contract Documents. Their purpose is to demonstrate the �vay by which the Contractor• proposes to conform to the infot•mation given and the design concept expressed in the Contract Documents for those portions of Lite 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. AIA Document A201 T'" — 2007. Copyright ©1911, 1915, 1918, 1925, 1937, 1951. 1958, 1961, 1963, 1966, 1970, 1976s 1987, 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties, Unauthorized 2� reproduction or distribution of this AIA° Document, or any portion of it, may result in severe civil and criminal penakies, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 13:27:38 ET on 03/01/2019 under Order No.3780910300 which expires on 04/25/2019, and is not for resale. User Notes: (1396204357) § 3.12.5 The Contractor slialI 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 similat submittals, the Contractor represents to the Owner and the Architect that the Contractor has ( l) 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 4Vork for which the Contract Documents require submittal and review of Shop Drawings, Product Data, Samples or similar submittals until the respective submittal has been approved by the Architect, § 3.12.8 The Work shall be in accordance with approved submittals except that the Contractor shall not be relieved of responsibility for deviations from requirements of the Contract Documents by the Architect's approval of Shop Drawings, Product Data, Samples or similar submittals unless the Contractor has specifically informed the Architect in writing of such deviation at the time of submittal and k ) the Architect has given written approval to the specific deviation as a minor change in the Work, or (2) a Change Order or Construction Change Directive has been issued authorizing the deviation. The Contractor shall not be relieved of responsibility for errors or omissions in Shop Drawings, Product Data, Samples or similar submittals by the Architect's approval thereof. § 3.12.9 The Contractor shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data, Samples or similar submittals, to revisions other than those requested by the Architect on previous submittals. in the absence of such written notice, the Architect's approval of a resubmission shall not apply to such revisions. § 3.12,10 TI1e Contractor shall not be t•equired to provide professional services that constitute the practice of at•chiteettrre or engineering unless such set•vices are specifically required by the Contract Documents for a portion of the Work or unless the Contractor needs to provide such services in order to carry out the Contractor's responsibilities for construction means, methods, techniques, sequences and procedures. The Contractor shall not be required to provide professional services in violation of applicable law. if professional design set -vices or certifications by a design professional related to systems, materials or equipment are specifically required of the Contractor by the Contract Documents, the Owner and the Architect will specify all performance and design criteria that such services must satisfy. The Contractor shall cause such services or certifications to be provided by a properly licensed design professional, whose signature and seal shall appear on all drawings, calculations, specifications, certifications, Shop Drawings and other submittals prepared by such professional. Shop Drawings and other submittals related to the Work designed or certified by such professional, if prepared by others, shall bear such professional's written approval when submitted to the Architect. The Owner and the Architect shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications and approvals performed or provided by such design professionals, provided the Owner and the Architect have specified to the Contractor all performance and design criteria that such services must satisfy. Pursuant to this Section 3.12.10, the Architect will review, approve or take other appropriate action on submittals only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Contractor shall not be responsible for the adequacy of the performance and design criteria specified in the Contract Documents. A registered Architect must prepare plans and specifications for all the Work, as governed by the Texas Occupations Code Chapter 1051; and a registered Engineer must prepare plans, specifications and estimates for all Work governed by Texas Occupations Code Chapter 1001. in the event that the Contractor retains a licensed design professional under the terms of this Section, the Contractor shall require that the licensed design professional carries Comprehensive General Liability and Errors and Omissions insurance coverage in the same amounts and forms as required of the Architect on this Project. In the event that the licensed design professional retained by the Contractor will be conducting on-site services or observations, the licensed design professional shall also carry Worker's Compensation insurance and Comprehensive Automobile Liability in the same amounts and forms as required of the Architect on this Project. AIA Document A201 T'" — 2007. Copyright ©1911, 1915, 1918, 1925. 1937, 1951, 1958, 1961, 1963, 1966, 1970. 1976, 1987, 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 21 reproduction or distribution of this AIA° Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 13 27:38 ET on 03/01 /2019 under Order No.3780910300 which expires on 04/25/2019, and is not for resale. User Notes: (1396204357) § as 13 USE OF SITE The Contractor shall confine operations at the site to areas permitted by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities and the Contract Documents and shall not unreasonably encumber the site with materials or equipment. § 3.14 CUTTING AND PATCHING § 3.14.1 The Contractor shall be responsible for cutting, fitting or patching required to complete the Work or to make its parts fit together properly. All areas requiring cutting, fitting and patching shall be restored to the condition existing prior to the cutting, fitting and patching, unless otherwise required by the Contract Documents. § 3.14.2 The Contractor shall not damage ol• endanger• a portion of the Work or fully or partially completed construction of the Owner or separate contractors by cutting, patching or otherwise altering such construction, or by excavation. The Contractor shall not cut or otherwise alter such construction by the Owner or a separate contractor except with written consent of the Owner and of such separate contractor; such consent shall not be unreasonably withheld. The Contractor shall not unreasonably withhold from the Owner or a separate contractor the Contractor's consent to cutting or otherwise altering the Work. § 3.15 CLEANING PROJECT SITE § 3.15.1 The Contractor shall keep the premises and surrounding area free from accumulation of waste materials or rubbish caused by operations under the Contract. At completion of the Work, the Contractor shall remove waste materials, rubbish, the Contractor's tools, construction equipment, machinery and surplus materials from and about the Project. § 3.15.2 if the Contractor fails to clean up as provided in the Contract Documents, the Owner may do so and the Owner shall be entitled to reimbursement from the Contractor. § 3.15.3 The Contractor shall clean the premises on a daily basis. Cleaning the premises shall mean that the premises and surrounding areas are free from accumulation of waste materials, rubbish, or trash caused by operations under the Contract. § 3.15.4 The Contractor shall provide on-site containers for the collection of tivaste materials, debris, rubbish and trash aIt d shall periodically remove waste material, debris, rurbbish and trash from the Site and dispose of all such material at a legal disposal area away from the Site. The proper disposal of all such materials is the sole responsibility of the Contractor. The Contractor shall not allow the on-site containers to overflow. § 3.15.5 All cleaning, operations shall occur so as to ensure that the contaminants resulting from the cleaning process will not fall on newly coated or newly painted surfaces. At the completion of the Work, the Contractor shall remove waste materials, rubbish, or trash and the Contractor's tools, Construction Equipment, ivlachinery or other materials from or around or near the Project Site. § 3.15.6 Any hazardous, dangerous or flammable materials shat( be removed from the Site immediately. All unpacking materials, all packing case lumber or other packing materials, wrapping or other similar flammable waste shall be collected and removed from the building and premises. Care shall be taken by all workers not to mark, soil, or otherwise deface any finished portion of the Work or any Owner Property. In the event any finished portion of the Work or any Owner Property does become defaced by workers, the Contractor or any of the Subcontractors shall clean and restore such surfaces to their original condition. § 3,15.7 After construction is complete, the Contractor shall employ skilled workers for final cleaning. The Contractor shall r•equrire those workers to remove grease, mastic adhesive, dust, dirt, stains, Fingel•pr•ints, labels and other foreign materials from all sight exposed interior and exterior surfaces, wash and shine glazing and mirrors; polish glossy surfaces to a clear shine; vacuum clean carpeted and similar soft surfaces; clean (damp mop with clean mop and water) resilient and hard surface floors repeating as necessary until no visible residue remains on floors; clean plumbing fixtures to a sanitary condition; clean surfaces of all equipment and remove excess lubrication; clean permanent filters and replace disposable filters in ventilation systems if units were operated during construction and clean ducts, blowers, and coils; clean light Fixtures; remove water, foreign matter and debris from roofs, gutters, area ways and drainage ways; remove waste, debris, and surplus materials from the Site; remove stains, spills, and foreign substances from paved areas; broom clean exterior concrete and paved surfaces; and take clean the grounds. AIA Document A201 TM — 2007. Copyright ©1911; 1915, 19181 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976; 1987, 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 22 reproduction or distribution of this AIA Document, or any port ion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 13'27:38 ET on 03/01/2019 under Order No.3780910300 which expires on 04/25/2019, and is not for resale. User Notes: (1396204357) § 3.16 ACCESS TO WORK The Contractor shall provide the Owner and the Architect access to the Work in preparation and progress wherever located. The Contractor shall ensure that the Work, at all times, is performed in a manner that affords the Owner reasonable access, both vehicular and pedestrian, to the Site of the Work and all adjacent areas. The Work shall be performed in such a manner that public areas adjacent to the Site of the Work shall be free from all debris, building material and equipment likely to cause hazardous conditions. Without limitation of any other provision of the Construction Documents, the Contractor shall use its reasonable efforts to minimize any interference with the occupancy or beneficial use of any area or building adjacent to the Site of the Work or the Building, in the event of partial occupancy. The presence of the Owner, the Architect or their representatives does not constitute acceptance of approval of the Work. § 3.17 ROYALTIES, PATENTS AND COPYRIGHTS The Contractor shall pay all royalties and license fees. The Owner is not responsible for identifying what designs, processes, or products may require payment of a royalty or licensing fee. The Contractor shall defend suits or claims for infringement of copyrights and patent tights and shall hold the Owner and Architect harmless from loss on account thereof, but shall not be responsible for such defense or loss when a particular design, process or product of a particular manufacturer or manufacturers is required by the Contract Documents, or where the copyright violations are contained in Drawings, Specifications or other documents prepared by the Owner or Architect. However, if the Contractor has reason to believe that the required design, process or product is an infringement ora copyright or a patent, the Contractor shall be responsible for such loss unless such information is promptly furnished to the Architect and the Owner. § 3.18 INDEMNIFICATION § 3.lo. 1 To the fullest extent permitted by law Me Contractor shall waive and release claims against and shall indemnify and hold harmless the Owner, the Owner's City Council Members, the Owner's consultants, and the Owner's agents and employees and of any of them from and against claims, damages, losses, causes of action, shits, judgments and expenses, including but not limited to attorneys' fees and related expenses, 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 (including the Work itself), but only to the extent caused in whole or in part by willful or negligent acts oi• omissions of the Contractor, a Subcontractor, anyone directly or indirectly employed by them. anyone they control or exercise control over, 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 ANY WILLFUL OR NEGLIGENT ACTS OR OMISSIONS OF THE OWNER OR THE OWNER'S CONSULTANTS, such obligation shall not be construed to negate, abridge, or reduce other rights oi• obligations of indemnity that would otherwise exist as to a patty or person described in this Section 3. 18. All costs and expenses so incurred by any of the indemnified patties in that event shall be reimbursed by the Contractor to indemnified parties, and any cost and expenses so incurred by indemnified parties shall bear interest until reimbursed by the Contractor, at the rate of interest provided to be paid by the judgment under the laws of the State of Texas. § 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 workerscompensation acts, disability benefit acts or other- employee benefit acts. § 3.1$.3 The provisions of Article 3. 18 in its entirety shall survive the completion, termination or expiration of this Contract. ARTICLE 4 ARCHITECT § 4.1 GENERAL § 4,1,1 The Owner shall retain an architect lawfully licensed to practice architecture or an entity lawfully practicing architecture in the jurisdiction where the Project is located. That person or entity is identified as the Architect in the Agreement and is referred to throughout the Contract Documents as if singular in number. AIA Document A201 TM — 2007. Copyright ©191 1, 1915, 1918, 1925. 1937, 1951, 1958, 1961, 1963. 1966, 1970, 1976, 1987. 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 2$ reproductlon or distribution of this AIA® Document, or any portion of k, may result in severe civil and criminal penalties, and will be prosecuted to the / maximum extent possible under the law. This document was produced by AIA software at 13.27 38 ET on 03/01/2019 under Order Ne.3780910300 which expires on 04/25/2019, and is not for resale. User Notes: (1396204357) § 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, the Contractor and the Architect. Consent shall not be unreasonably withheld. § 4. 1.3 If Lite employment of the Architect is terminated, the Ovvnei shall employ a successor architect as to whom the Contractor has no reasonable objection and whose status under the Contract Documents shall be that of the Architect. § 4.2 ADMINISTRATION OF THE CONTRACT § 4.2.1 The Architect will provide administration of the Contract as described in the Contract Documents and will be an Owner's representative during construction until the date the Architect issues the final Certificate for Payment. The Architect will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents. § 4.2,2 The At•chitect will visit the site at intervals appropriate to the stage of construction, oras 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 exhaulstive or continuous on-site inspections to check the quality oi- quantity of the Work. The Architect will not have control over, charge of, or responsibility for, the construction means, methods, techniques, sequences or procedures, or for the safety precautions and programs in connection with the Work, since these are solely the Contractor's rights and responsibilities under• the Contract Documents, except as provided in Section 3.3.1. The Owner is entitled to reimbursement from the Contractor for amounts paid to the Architect for Site visits made necessary by the fault of the Contractor or by defects and deficiencies in the Work unless through their normal course of observations and construction administration obligations. § 4.2.3 On the basis of the site visits, the Architect will keep the Ownei• reasonably informed about the progress and quality of the portion of the Work completed, and report to the Owner t ) known deviations from Lite Conp-act Documents and from the most recent construction schedule submitted by the Contractor, and (2) defects and deficiencies observed in the Work. The Architect will not be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. The Architect will not have control over or charge of and will not be responsible for acts or omissions of the Contractor, the Subcontractors, or their agents or employees, or any other persons or entities performing portions of the Work. § 4.2.4 COMMUNICATIONS FACILITATING CONTRACT ADMINISTRATION Except as othei•tivise provided in the Contract Documents oi• tivhen direct communications have been specially authorized. the Owner and the Contractor shall endeavor to communicate with each other through the Architect about matters arising out of or relating to the Contract. Communications by and with the Architect's consultants shall be through the Architect. Communications by and with Subcontractors and material suppliers shall be through the Contractor. Communications by and with separate contractors shall be through the Owner. However, the Owner reserves the right to communicate directly with the Contractor. § 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 oi• advisable, the Architect will have authority to require inspection or testing of the Work in accordance with Sections 13.5.2 and 13.5.3, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Architect nor a decision made in good faith either to exercise oto not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, the Subcontractors, material and equipment suppliers, their agents or employees, or other persons or entities performing portions of the Work. The Architect andror the Contractor shall promptly notify, verbally and in writing, the Other Party and The Owner of any fault or defect in the Project or nonconformance with the Construction Documents or the Contract Documents they may respectively discover and each, upon discovery of the defect or nonconformance, shall be responsible for notifying the Other Party and the Owner of those corrective actions they respectively take; provided, however, the Contractor shall have no ditty to notify the Owner of discoveries made or actions taken by the Architect. § 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 AIA Document A201 TM — 2007. Copyright ©1911. 1915, 1918, 1925, 1937, 1951, 1958, 1961. 19631 1966., 1970, 1976. 1987, 1997 and 2007 by The American Inst. Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties, Unauthorized 24 reproduction or distribution of this AIA° Document, or any portion of it, may result in severe civil and criminal penalt ies, and will be prosecuted to the / maximum extent possible under the law. This document was produced by AIA sofhvare at 13'27:38 ET on 03/01/2019 under Order No.3780910300 ,vhich expires on 04/25/2019, and is not for resale. User Notes: (1396204357) 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 tinder Sections 3.3, 3.5 and 3.12. The Architect's review shall not constitute approval of safety precautions or, unless otherwise specifically stated by the Architect, of any construction means, methods, techniques, sequences or procedures. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. § d.2.8 The Architect will prepare Change Orders and Construction Change Directives, and may authorize minor changes in the Work as provided in Section 7.4. The Architect will investigate and make determinations and recommendations regarding concealed and unknown conditions as provided in Section 3.7.4. § 4.2,9 The :Architect will conduct inspections to determine the date or- dates of Substantial Completion and the date of final completion; issue Certificates of Substantial Completion pursuant to Section 9.8; receive and forward to the Owner, for the Owner's review and records, written warranties and related documents required by the Contract and assembled by the Contractor pursuant to Section 9.10; and issue a final Certificate for Payment pursuant to Section 9. l0. § 4.2.10 If the Owner and ,Architect agree, the Architect will provide one or more project representatives to assist in carrying out the Architect's responsibilities at the site. The duties, responsibilities and limitations of authority of such project representatives shall be as set forth in an exhibit to be incorporated in the Contract Documents. § 4.2.11 The Architect will interpret and decide matters concerning performance under, and requirements of, the Contract Documents on written request of either the Owner or the Contractor. The AI•chitect's Iesponse to such Iequests will be made in writing within any tirne 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 the Owner and the Contractor, will not show partiality to either- and will not be liable for results of interpretations or decisions rendered in good faith. § 4.2.13 The .Architect's decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in the Contract Documents. The Architect shall be the sole interpr•etel• of the design intent tivith respect to such matters, but the Architect's authority with respect thereto shall not contravene any other rights of the Owner ascribed to the Owner by other- provisions of the Contract. § 4.2.14 The .Architect will review and respond to requests for information about the Contract Documents. The Architect's response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. If appropriate, the Architect will prepare and issue supplemental Drawings and Specifications in response to the requests for information. ARTICLE 5 SUBCONTRACTORS § 5.1 DEFINITIONS § 5.1,1 A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the Work at the site. The term "Subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Subcontractor and all authorized representatives of the Subcontractor. The term "Subcontractor" does not include a separate contractor or subcontractors of a separate contractor. § 5.1.2 :4 Sub -subcontractor is a person or entity who has a direct or indirect contact 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 and all authorized representatives of the Sttb-subcontractor. Duties and obligations applicable to the Subcontractor shall also apply to the Stib-Subcontractors except as expressly provided in the Contract Documents, AIA Document A201'"' — 2007. Copyright O 1911, 1915, 19181 1925. 19373 1951. 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Inst. Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 25 reproduction or distribution of this AIA® Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 13:27:38 ET on 0 3/01120 1 9 under Order No.3780910300 which expires on 04125/2019, and is not for resale. User Notes: (1396204357) § 5,2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK § 5.2.1 Unless otherwise stated in the Contract Documents or the bidding requirements, the Contractor, as soon as practicable after award of the Contract, shall furnish in writing to the Owner through the Architect the names of persons or entities (including those who are to furnish materials oi• equipment fabricated to a special design) proposed for each principal portion of the Work. The Architect may reply within 14 days to the Contractor in writing stating ( I ) whether the Owner or the Architect has reasonable objection to any such proposed person or entity or (2) that the Architect requires additional time for review. Failure of the Owner or the Architect to reply within the 14 -day period shall constitute notice of no reasonable objection. All qualified Subcontractors, shall be procured in accordance with Texas Local Government Code Chapter 271, as applicable. A notice of no reasonable objection shall in no way relieve the Contractor from full responsibility for performance and completion of the Work and its obligations under the Contract Documents. The Contractor shall be fully responsible for the performance of its Subcontractors, including those recommended or approved by the Owner. § 5.2.2 The Contractor shall not contract with a proposed person or entity to whom the Owner or the 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• the Architect has reasonable objection to a person or entity proposed by the Contractor, the Contractor shall propose another to whom the Owner or the Architect has no reasonable objection. I f the proposed but rejected Subcontractor was reasonably capable of performing the Work, the Contract Sum and Contract Time shall be increased or decreased by the difference, if any, occasioned by such change, and an appropriate Change Order shall be issued before commencement of the substitute Subcontractor's Work. However, no increase in the Contract Sum or Contract Time shall be allowed for such change unless the Contractor has acted promptly and responsively in submitting names as required. § 5.2.4 The Contractor shall not substitute a Subcontractor, person or entity previously selected if the Owner or the Architect makes reasonable objection to such substitution. § 5.3 SUBCONTRACTUAL RELATIONS By appropriate agreement, written where legally required for validity, the Contacror shall require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by terms of the Contract Documents, and to assume toward the Contractor all the obligations and responsibilities, including the responsibility for safety of the Subcontractor's Work, which the Contractor, by these Documents, assumes toward the Owner and the Architect. Where appropriate, the Contractor shall require each Subcontractor to enter into similar agreements with Stub -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 vvritten request of the Subcontractor, identify to the Subcontractor terms and conditions of the proposed Subcontract Agreement that may be at variance with the Contract Documents. Subcontractors will similarly make copies of applicable portions of such documents available to their respective proposed Sub -subcontractors § 5.3.1 Neither the Owner nor the Architect shall be obligated to pay or to insure the payment for any monies to the Subcontractors due to any non-payment to the Contractor or non-payment of the Subcontractors by the Contractor. Notwithstanding, any provisions contained in the Contract Documents to the contrary, it is hereby acknowledged and agreed that the Owner has in no way agreed, expressly or implicitly, nor with the Owner agree to allow the Subcontractor or other material men or workmen employed by the Contractor the right to obtain a personal judgment or to create a lien against the Owner for the amount due from the Contractor. In the event of any termination of the Contract in accordance with Article 14, the Subcontractor's remedies shall be limited to the Contractor's remedies urrider this Contract except as required by the law. The Contractor shall be responsible for any claim of a Subcontractor for the Wolk executed under the Contract except the Claims for which the Owner has liability under this Contract. Notwithstanding anything to the contrary in this Contract, the Subcontractors and their Sub -subcontractors have no direct cause of action against the Owner unless the Owner accepts assignment under Article 5.4.1 below. § 5.3.2 The Contractor shall promptly notify the Owner and the Architect of any material defaults by any Subcontractor•. AIA Document A201 T'" — 2007. Copyright ©1911 1915, 1918, 1925. 1937, 1951, 1958, 1961.. 1963, 1966. 1970, 1976. 1987. 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 26 reproduction or distribution of this AIAm Document, or any portion of ft, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 13:2738 ET on 03!01/2019 under Order No.3780910300 which expires on 04/25/2019, and is not for resale. User Notes: (1396204357) § 5 4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS § 5.4.1 Each Subcontract Agreement for a portion of the Work may be assigned by the Contractor to the Owner, at the option of the Owner, 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 the Contractor in writing; and .2 Assignment is subject to the prior rights of the surety, if any, obligated under bond relating to the Contract. If the Owner accepts such assignment, it does not remove any obligation or claim of [he Subcontractors already incurred prior to the Owner's acceptance of the assignment, upon the Contractor. § 5.4,2 Upon such assignment, if the bVork has been suspended for more than 30 days, the Subcontractor's compensation shall be equitably adjusted for increases in cost resulting from the suspension. § 5.4,3 Upon such assignment to the Owner under this Section 5.=t, the Owner may further assign the Subcontract Agreement to a successor Contractor or other entity. § 5,4.4 Such assignment shall not constitute a waiver by the Owner of its rights against the Contractor, including, but not limited to, claims for defaults, delays or defects for which a Subcontractor or material vendor may also be liable. The Owner shall only be responsible for compensating the Subcontractors for the Work performed or material furnished from and after the date on which the Owner gives written notice of its acceptance of the Subcontract Agreement. The Owner shall not be responsible for any Work performed or materials furnished by the Subcontractor prior to the date of the Owner's written notice of acceptance. ARTICLE 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS § 6,1 OWNER'S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS § 6,1.1 The Owner reserves the right to perform construction or operations related to the Project with the Owner's own forces, and to award separate contracts in connection with other portions of the Project or other construction or operations on the site under the Contract Documents identical or substantially similar to the Contract Documents, including those portions related to insurance and waiver of subrogation. If the Contractor claims that delay or additional cost is involved because of such action by the Owner, the Contractor shall make such Claim as provided in Article 15. § 6.1.2 bL"hen 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 as context requires. § 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 bVork of the Contractor, who shall cooperate with them. The Contractor shall participate with other separate contractors and the Owner in reviewing their construction schedules. The Contractor shall make any revisions to the construction schedule deemed necessary after a joint review and mutual agreement. The construction schedules shall then constitute the schedules to be used by the Contractor, separate contractors and the Owner until subsequently revised. § 6.1.4 Unless otherwise provided in the Contract Documents, when the Owner performs construction or operations related to thz Project with the Owner's own Forces, the Owner shall be deemed to be subject to the same obligations and to have the same rights that apply to the Contractor under the Conditions of the Contract, including, without excluding others, those stated in Article 3, this Article 6 and Articles 10, 11 and 12. § 6.2 MUTUAL RESPONSIBILITY § 6.2.1 The Contractor shall afford the Owner and separate contractors reasonable oppos•tunity for ints•oduction and storage of their materials and equipment and perfotmance 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 (f past 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 AIA Document A201 T'•' — 2007. Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970. 1976, 1987. 1997 and 2007 by The American Inst. Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 27 reproduction or distribution of this AIA° Document, or any porti on of it, may result in severe civil and criminal penalties, and will be prosecuted to the � maximum extent possible under the law. This document was produced by AIA software at 13:27:38 ET on 03/01 /2019 under Order No.3780910300 which expires on 04/25/2019, and is not for resale. User Notes: (1396204357) report to the Architect apparent discrepancies or defects in such other construction that would tender it unsuitable for such proper execution and results. Failure of the Contractor so to report shall constitute an acknowledgment that the Owner's or separate contractor's completed or partially completed construction is tit and proper to receive the Contractor's Work, except as to defects not then reasonably discoverable. § 6.2.3 The Contractor shall reimburse the it 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 the Owner's separate contractor's delays, improperly timed activities, and damage to the Work or defective construction. All construction costs and damage resulting from the Contractor's or the Owner's separate contractors, as the case may be, negligence, acts or omissions or failure to follow the Construction Documents or the Contract Documents will be borne by the Contractor or the Owner's separate contractors, as the case may be. § 6. 2.4 The Contactor shall promptly remedy damage the Contractor wrongfully causes to completed or partially completed construction or to property of the Owner or separate contractors as provided in Section 10.2.5. § 6.2.5 The Owner and each separate contractor shall have the same responsibilities for cutting and patching as are described for the Contractor in Section 3.14. § 6.3 OWNER'S RIGHT TO CLEAN UP If a dispute arises among the Contractor, separate contractors and the Owner as to the responsibility under their respective contacts 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 1N 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, the Contractor and the Architect-, a Construction Change Directive requires agreement by the Owner and the 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 per•for-med under applicable provisions of the Contract Documents, and the Contractor shall proceed promptly, unless otherwise provided in the Change Order, Construction Change Directive or order for a minor change in the Work. § 7.2 CHANGE ORDERS § 7.2.1 A "Change Order" is a written instrument prepared by the ,4rchitect and signed by the Owner, the Contractor and the 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 the Architect, directing a change in the Work prior to agreement on adjustment, if any, in the Contract Sllrn or the 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 otherrevisions, the Contact Sum and the 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: AIA Document A201 TM — 2007. Copyright © 1911 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966 19700 1976 1987, 1997 and 2007 by The American Init, Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized Z8 reproduction or distribution of this AIA° Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 13:27:38 ET on 03/01/2019 under Order No.3780910300 which expires on 04/25/2019, and is not for resale. (1396204357) User Notes: 1 Mutual acceptance of a ftrmp sum properly itemized and supported by sufficient substantiating data to permit evaluation; 2 Unit prices stated in the Contract Documents or subsequently agreed upon; 3 Cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee; or 4 As provided in Section 7.3.7. § 7.3.4 (f unit prices are stated in the Contract Documents or subsequently- agreed upon, and if quantities originally contemplated are materially changed in a proposed Change Order or Construction Change Directive so that application of such unit prices to quantities of Work proposed will cause substantial inequity to the Owner or the Contractor, the applicable unit prices shall be equitably adjusted. § 7,3.5 Upon receipt of a Construction Change Directive, the Contractor shall promptly proceed with the change in the Work involved and advise the Architect of the Contractor's agreement or disagreement with the method, if any, provided in the Construction Change Directive for determining the proposed adjustment in the Contract Sum or• the Contract Time. § 7.3.6 A Construction Change Directive signed by the Contractor indicates the Contractor's agreement therewith, including adjustment in the Contract Sum and the Contract Time or the method for determining them. Such agreement shall be effective immediately and shall be recorded as a Change Order. § 7.3.7 If the Contractor does not respond promptly or disagrees with the method for• adjustment in the Contt•act Sum, the Architect shall determine the method and the adjustment on the basis of reasonable expenditures and savings of those performing the Work attributable to the change, including, in case of an increase in the Contract Sum, an amount for overhead and profit as set forth in the Agreement, or if no such amount is set forth in the Agreement, a reasonable amount. In such case, and also under Section 7.3.3.3, the Contractor shall keep and present, in such form as the Architect may prescribe, an itemized accounting together with appropriate supporting data. Unless otherwise provided in the Contract Documents, costs for the purposes of this Section 7.3.7 shall be limited to the following: 21 Costs of labor, including Social Security, Old Age and Unemployment Insurance, Fringe Benefits required by agreement or custom, and Workers' Compensation Insurance; .2 Costs of materials, supplies and equipment, including cost of transportation, whether incorporated or• consumed; ,3 Rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Contractor or others; .4 Costs of premiums for all bonds and insurance and permit fees required for the Work; and ,5 Additional costs of supervision and Feld office personnel directly attributable to the change. § 7.3.8 The amount of credit to be allowed by the Contractor to the Owner for a deletion or change that results in a net decrease in the Contt•act Sttm 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 the Contractor agree with a determination made by the Architect concerning the adjustments in the Contract Sum and Contract Time, or other•�vise reach agreement upon the adjustments, such agreement shall be effective immediately and the Architect will prepare a Change Order. Change Orders may be issued foil all or any part of a Construction Change Directive. AIA Document A201 TM — 2007. Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966. 1970. 1976, 1987. 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 29 reproduction or distribution of this AIA° Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the � maximum extent possible under the law. This document was produced by AIA sofTNare at 13:27:38 ET on 03/01/2019 under Order No.3780910300 which expires on 04/25/2019, and is not for resale. User Notes: (1396204357) § 7,4 MINOR CHANGES IN THE WORK The Architect has authority to order minor changes in the Work not involving adjustment in the Contract Sum or extension of the Contract Time and not inconsistent with the intent of the Contract Documents. Such changes will be effected only by written order signed by the Architect and shall be binding on the Owner and the Contractor. ARTICLE 8 TIME § 8.1 DEFINITIONS § 8.1,1 unless otherwise provided, "Contract Time" is the period of time, including authorized adjustments, allotted in the Contract Documents for Substantial Completion of the Work. § 8.1.2 The date of commencement of the Work is the date established in the Agreement. (A 133-2009 at Section § 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 other•vvise specifically defined. § 8,2 PROGRESS AND COMPLETION § 8.2.1 Time limits stated in the Contract Documents are of the essence of the Contract. By executing the Agreement the Contractor confirms that the Contract Time is a reasonable period for performing the Work. § 8.2.2 The Contractor shall not knowingly, except by agreement or instruction of the Owner in writing, prematurely commence operations on the site or elsewhere prior to the effective date of insurance required by Article 1 I to be fiirnished by the Contractor and the Owner. The date of commencement of the Work shall not be changed by the effective date of such insurance. § 8.2,3 The Contractor• shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within the Contract Time. § 8.2.4 If the Constr•ttction �[anaget• fails to achieve Substantial Completion of the Work within thiety (30) days of the required Date of Substantial Completion, as said date may be extended as provided herein, the Owner will sustain damages and loss as a result of such failure. The exact amount of such damages will be extremely difficult to ascertain. The Construction Manager has agreed to be liable to the extent of and as limited by this Section. § 8.2.5 The Owner shat l be entitled to retain or recover from the Contractor, as liquidated damages and not as a penalty , $2,00 pet calendar day, for each calendar day the Substantial Completion is delayed beyond thirty (30) days of the required Date of Substantial Completion, as said date may be extended as provided herein. Such damages shall commence Upon thirty (30) days from the required Date of Substantial Completion, as said date may be extended herein, and continuing until the calendar day (ending at midnight) that the required completion is achieved. Such liquidated damages are hereby agreed to be a reasonable pre -estimate of damages the Owner will incur as a result of delayed completion of the Work. § 8.3 DELAYS AND EXTENSIONS OF TIME § 8.3.1 [ f the Contractor is delayed at any time in the commencement or progress of the Work by an actor neglect of the Owner or the Architect, or of an employee of either, or of a separate contractor employed by the Owner; or by changes ordered in the Work; or by labor disputes, fire, unusual delay in deliveries, unavoidable casualties or other causes beyond the Contractor's control; or by delay authorized by the Owner pending mediation; or by other causes that the Architect determines may justify delay, then the Contract Time shall be extended by Change Order for such reasonable time as the Architect may determine. § 8.3.2 Claims relating to time shall be made in accordance with applicable provisions of Art icle 15. § 8.3.3 This Section 8.3 does not preclude recovery of damages lot• delay by either• party ander other pt•ovisions of the Contract Documents. AIA Document A201 TM — 2007. Copyright ©1911, 1915, 1918, 1925, 1937, 1951.. 1958, 1961, 19631 1966, 1970, 1976, 1987. 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 30 reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AtA software at 13:27 38 ET on 03/01/2019 under Order No.3780910300 which expires an 04/2512019, and is not for resale. User Notes: (1396204357) ARTICLE 9 PAYMENTS AND COMPLETION § 9.1 CONTRACT SUM The Contract Sum is stated in the Agreement and, including authorized adjustments, is the total amount payable by the Owner to the Contractor for performance of the Work under the Contract Documents subject to paragraph 5.2.1 of the A 133-2009. § 9.2 SCHEDULE OF VALUES As the Contract Sum is based on a Guaranteed Maximum Price, the Contractor shall submit to the Architect, within 15 days of establishing the Guaranteed Maximum Price (if the Contractor is a Construction Ylanager at Risk) or before the first Application for Payment, whichever is applicable, a schedule of values allocating the entire Contract Sum to the various portions of the Work and prepared in such form and supported by such data to substantiate its accuracy as the Architect may require. This schedule, unless objected to by the Architect, shall be used as a basis for reviewing the Contractor's Applications for Payment. § 9.3 APPLICATIONS FOR PAYMENT § 9.3,1 At least ten days before the date established for each progress payment, the Contractor shall submit to the Architect an itemized Application for Payment prepared in accordance with the schedule of values for completed portions of the Work ("Application for Payment"). Such application shall be notarized, if required, and supported by such data substantiating the Contractor's right to payment as the Owner or the Architect may require, such as copies of requisitions from the Subcontractors and material suppliers, and shall reflect retainage if provided for in the Contract Documents. § 9.3.1,1 The Contactor agrees that, for purposes of Texas Government Code Section 2251.042, receipt of the Application of Payment by the Architect shall not be construed as receipt of any invoice by the Owner. The Contractor further agrees that the Owner's receipt of the Certificate for Payment shall be construed as receipt of any invoice by the Owner, for purposes of Texas Government Code Section 2251.042. Until Final Completion of the Work, the Owner shall withhold retainage as provided in the Contract Documents, except that the Owner shall not pay amounts for which the Architect refi.tses to certify in Section 9.5 as amended. In any case, the Architect's certification shall not be unreasonably withheld. The retainage shall be paid with the Final Payment. § 9,3.1.2 Applications for Payment shall not include requests for payment for portions of the Work for which the Contractor does not intend to pay a Subcontractor or material supplier, unless such �rVork 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 to by the Owner 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 wart•ants that utpon submittal of an Application tot• 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, the Subcontractors, material suppliers, or other persons or entities making a claim by treason of having provided labor, materials and equipment relating to the Work. The Contactor shall indemnify and hold the Owner harmless from any liens, claims, security interests or encumbrances filed by the Contractor, the Subcontractors, or anyone claiming by, through or under the Contactor or the Subcontractor for items covered by payments made by the Owner to the Contractor. § 9,3.3.1 The Contractor shall provide all required Payment Bonds. § 91 3.4 By signing each ApplicationPayment, the Contractor stiputlates and certifies to the following; that the information presented is true, correct, accurate and complete and has been completed in accordance with the Contract AIA Document A201 TM — 2007. Copyright© 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963. 1966, 1970, 1976. 1987. 1997 and 2007 by The American Init, Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties, Unauthorized 31 reproduction or distribution of this AIAe Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 13:27:38 ET on 03/01/2019 under Order No.3780910300 which expires on 04/2512019, and is not for resale. User Notes: (1396204357) Documents; that the Contractor has made the necessary detailed examinations, audits and arithmetic verifications; that the submitted Work has been completed to the extent represented in the Application for Payment; that the materials and supplies identified in the Application for Payment have been purchased, paid for and received; that the Subcontractors have been paid as identified in the Application for Payment or that the Contractor has been invoiced for same; that the Contractor has made the necessary on-site inspections to confirm the accuracy of the Application for Payment; that there are no known mechanic's or materialmen's liens outstanding at the date of this requisition; all due and payable bills with respect to the Work have been paid to date or are include in the amount requested in the current Application for Payment; that except for such bills not paid but so included, there is no known basis for the filing of any mechanic's or materialmen's liens on the Work; that the Application for Payment includes only the Work self -performed by the Contractor or for which the Contractor has been invoiced; and that releases from all the Subcontractors and materialmen's have been obtained in such form as to constitute an effective release of lien under the laws of the State of Texas covering all the Work performed and for which payment has been made by the Owner to the Contractor. The Contractor understands that documents submitted to the Owner becomes Government Documents under the laws of the State of Texas. The Contractor Further understands that falsification of the Contractor's Application for Payment may constitute a violation of the penal laws of the State of Texas, including but not limited to, Texas Penal Code Sections 32.46, 37.09, and 37. 10, and may justify termination of the Contractor's Contract with the Owner. Incomplete or inacctu•ate Application for Payment shall be returned to the Contractor by the Architect for completion and;or correction. The Owner shall have no responsibility for payment if the Application for Payment is incomplete or inaccurate. § 9.3.5 This Document, X301-2007, is an Exhibit to the Agreement. § 9.4 CERTIFICATES FOR PAYMENT § 9,4.1 The Architect will, within seven(7) days after receipt of the Contractor's Application for Payment, either issue to the Owner a Certificate for Payment, with a copy to the Contractor, for such amount as the Architect determines is properly due, or notify the Contractor and the Owner in writing of the Architect's reasons for withholding certification in whole or in part as provided in Section 9.5.1. The Architect's written reasons for withholding certification shall be construed as the notice required by Texas Government Code Section 2251.042, ET. Seq. except, undisputed amounts owed shall not be unreasonably withheld. § 9.4,2 The issuance of a Certificate for Payment will constitute a representation by the Architect to the Owner, based on the Architect's evaluation of the Work and the data comprising the Application for Payment, that, to the best of the Architect's knowledge, information and belief, the Work has progressed to the point indicated and that the quality of the Work is in accordance with the Contract Documents. The foregoing representations are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to results of subsequent tests and inspections, to correction of minor deviations from the Contract Documents prior to completion and to specific qualifications expressed by the Architect. The issuance of a Certificate for Payment will fiurther constitute a representation that the Contractor is entitled to payment in the amount certified. However, the issuance of a Certificate for Payment will not be a representation that the Architect has (1) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and material suppliers and other- data requested by the Owner to substantiate the Contractor's tight 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 tivithhold 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 requited by Section 9. 4.2 cannot be made. if the Architect is unable to certify payment in the amount of the Application for Payment, the Architect will notify the Contractor and the Owner as provided in Section 9.4.1. if the Contractor and the 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: a1 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; AIA Document A201 `^' — 2007. Copyright ©1911, 7915. 1918, 1925, 1937, 1951, 1958, 1961. 1963, 1966, 19700 1976, 1987, 1997 and 2007 by The American frit. Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 32 reproduction or distribution of this AIA° Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document wasp by AIA sofbNare at 13:2738 ET on 03/01 /2019 under Order No.3780910300 which expires on 04/25/2019, and is not for resale. User Notes: (1396204357) 3 failure of the Contractor to make payments properly to the Subcontractors or for labor, materials of equipment; 4 reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; 5 damage to the Owner or a separate contractor; 6 reasonable evidence that the Work will not be completed within the Contract Time, and that the unpaid balance would not be adequate to cover actual or liquidated damages For the anticipated delay; or 7 repeated failure to carry out the Work in accordance with the Contract Documents. § 9.5.2 When the above reasons for withholding certification are removed, certification will be made for amounts previously withheld. § 9.5.3 If the .Architect withholds certitication 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 material or equipment suppliers to whom the Contractor failed to make payment for the Work properly performed or material or equipment suitably delivered. I f the Owner makes payments by joint check, the Owner shall notify the Architect and the Architect will reflect such payment on the next Certificate for Payment. § 9.5,4 Norvvithstanding any provision contained within this Article, if the Work has not attained Substantial Completion or Final Completion by the required dates, subject to extensions of time allowed under these Conditions, then the Architect may withhold any further payment to the Contractor to the extent necessary to preserve sufficient funds to complete the Construction of the Project and to cover liquidated damages. The Owner shall not be deemed in default by reason of withholding payment as provided for in Sections 9.3.4, 9.4.1, 9.5.1 or this Section. § 9.6 PROGRESS PAYMENTS § 9.6.1 After the Architect has issued a Certiticate for Payment for undisputed amounts, the Owner shall make payment in the manner and within the time provided in the Contract Documents, and shall so notify the Architect. The Owner shall notify the Contractor within twenty-one (2l) days if the Owner disputes the Architect's Certificate for Payment, pursuant to Texas Government Code Section 2251.042 ET SEQ., listing the specific reasons For nonpayment. Payments to the Contractor shall not be construed as releasing the Contractor, the Contractor's Surety, or any Subcontractor from any obligations under the Construction Documents or the Contract Documents or waiving any claims of the Owner against the Contractor, the Contractor's Surety, or• any Subcontractor. § 9,6.21n compliance with Texas Government Code Section 2.'_51.022, the Contractor shall within ten (10) days following receipt of payment from the Owner, pay all bills for labor and materials performed and ftunished by others in connection with the Work, and shall, if requested, provide the Owner with evidence of such payment, the Contractor's failure to make payments within such time shall constitute a material breach of this Contract. The Contractor• shall include a provision in each of it subcontracts imposing the same payment obligations on its Subcontractors as are applicable to the Contractor hereunder, and if the Owner so requests, shall provide copies of such Subcontractor payments to the Owner. If the Contractor has failed to make payment promptly to the Contractor's Subcontractor or for materials or labor used in the Work for which the Owner has made payment to the Contractor, then the Owner shall be entitled to withhold payment to the Contractor in part or in whole to the extent necessary to protect the Owner. § 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 the Owner on account of portions of the Work done by such Subcontractor. § 9.5.4 The Owner has the right to request written evidence from the Contractor that the Contractor has properly paid Subcontractors and material and equipment suppliers amounts paid by the Otivner- to the Contractor for strbcontr•acted Work. Action on the part of the Owner to require the Contractor to pay a Subcontractor shall not impose any liability on the Owner. If the Contractor fails to furnish such evidence within seven (7) days, the Owner shall have the right to contact Subcontractors to ascertain whether they have been properly paid. Neither the Owner nor the Architect shall leave an obligation to pay or to see to the payment of money to a Subcontractor, except as may otherwise be required by law. § 9.6.5 The Contractor payments to material and equipment suppliers shall be treated in a manner similar• to that provided in Sections 9.6.2, 9.6.3 and 9.6.4. AIA Document A201 rM — 2007. Copyright ©1911, 1915, 19181 1925, 1937, 1951. 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 33 reproduction or distribution of this AIA° Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the � maximum extent poasibie under the law. This document �res produced by AIA sofbnare at 13:27:38 ET on 03/01/2019 under Order No.3780910300 which expires on 04/25/2019, and is not for resale. User Notes: (1396204357) § 9,6.6 .A Certificate for Payment, a progress payment, or partial or entire use or occupancy 0Fthe Project by the Owner shall not constitute acceptance of the Work not in accordance with the Contract Documents. § 9.6.7 Unless the Contractor provides the Owner with a payment on in the full penal sum of the Contract Sum, payments received by the Contractor for Work properly performed by Subcontractors and 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. § 9.7 FAILURE OF PAYMENT Pursuant to the Texas Government Code Section 225 1.05 1, if the Owner does not pay the Contractor within ten (10) 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 (7) additional days' written notice to the Owner and the Architect, stop the Work until payment of the amount owing has been received. The Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Contractor's reasonable costs of shut -down, delay and start-up, plus interest as provided for in the Contract Documents. § 9.7.1 if the Owner is entitled to reimbursement or payment fi•om the Contractor under the Contract Documents, then such payment shall be made promptly upon demand by the Owner. Notwithstanding anything contained in the Contract Documents to the contrary, if the Contractor fails to promptly make any payment due to the Owner, or the Owner incurs any costs and expenses to cure any default of the Contractor or to correct defective Work, pursuant to the Contract, the Owner shall have an absolute right to offset such amount against the Contract Sum, and in the Owner's sole discretion and without waiving any other remedies, may elect either to: I. Deduct an amount equal to that which the Owner is entitled from any payment then or thereafter due to the Contractor from the Owner, or 2. Issue a written notice to the Contractor reducing the Contract Sum by an amount equal to that which the Owner is entitled. § 9.8 SUBSTANTIAL COMPLETION § 9. 8,1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work for its intended use, all Project systems included in the Work or designated portion thereof have been successfully tested and are fully operational; required local governmental agency inspections and certifications required of the Work to obtain Certificate of Occupancy have been made, approved and posted; designated initial instruction of the Owner's personnel in the operation of the Project systems have been completed; and all the required finishes set out in the Construction Documents are in place. The only remaining Work shall be minor in nature so that the Owner can occupy the Work or the applicable portion of the Work for all of its intended purposes on that date; and the completion of the Work by the Contractor will not materially interfere with or hamper the Owner's normal, intended use. As a further• condition of a determination of the Substantial Completion, the Contractor shall certify that all remaining Work shall be completed within thirty (30) days. § 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 Contt•actor 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.$.3 Upon receipt of the Contractor's list, the Architect will make an inspection to determine whether the Work or designated portion thereof is suibstantialfy complete. if the Architect's inspection discloses any item, vvhethei• 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, shall establish responsibilities ofthe Owner and the Contractor For security, maintenance, heat, utilities, damage to the Work and insurance, and shall fix AIA Document A201 TM — 2007. Copyright© 1911, 1915, 1918, 1925. 1937, 1951, 1958, 1961. 1963, 1966, 1970, 1976. 1987 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties, Unauthorized 34 reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the f maximum extent possible under the law. This document was produced by AIA software at 13:27.38 ET on 03/01/2019 under Order No.3780910300 which expires on 04/25/2019, and is not for resale. (1396204357) User Notes: 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 l'he Certificate of Substantial Completion shall be submitted to the Owner and the Contractor for their written acceptance of responsibilities clearly assigned to them in such Certificate. Upon such acceptance and consent of surety, if any, the Owner shall make payment of retainage applying to such Work or designated portion thereof. Such payment shall be adjusted for the Work that is incomplete or not in accordance with the requirements of the Contract Documents. The Application for Payment to release retainage will not be approved by the Architect until the completed and corrected closeout documents are provided to the Architect by the Contractor. Closeout documents shall be delivered to the Architect under conditions and times set forth in the Contract Documents and Specifications. § 9.8.6 Notwithstanding any provision contained within this article, if the Work has no[ attained Substantial Completion within the Contract Time, subject to extensions of time allowed under these Conditions, the Architect may withhold any further payment to the Contractor to the extent necessary to preserve sufficient funds to complete the construction of the Project and to cover liquidated damages assessed against the Contractor up to the time of Application for Payment and to the time it is reasonably anticipated that the Substantial Completion will be achieved. § 9.9 PARTIAL OCCUPANCY OR USE § 9.9.1 The Owner may occupy or use any completed or partially completed portion of the work at any stage when such portion is designated by separate agreement with the Contractor, provided such occupancy or use is consented to by the insurer as required under Section 111311.5 and authorized by public authorities havingjurisdiction over the Project. Such partial occupancy or use may commence whether or not the portion is substantially complete, provided the Owner and the 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 the Contractor or, if no agreement is reached, by decision of the Architect. § 9.9.21mmediately prior to such partial occupancy or use, the Owner, the Contractor and the Architect shall jointly inspect Lite area to be occupied or portion of the Wotk 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 �/ork not complying with the requirements of the Contract Documents. § 9.10 FINAL COMPLETION AND FINAL PAYMENT § 9.10.1 Upon receipt of the Contractor's written notice that the GVor•k is ready For final inspection and acceptance and upon receipt of a final Application for Payment, the Architect will promptly make such inspection and, when the Architect finds the Work acceptable tinder 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 terms and conditions of the Contract Documents and that the entire balance found to be dire 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 (I) an affidavit that payrolls, bills for• materials and equipment, and other indebtedness connected v vitli the Work for which the Owner or the Owner's property might be responsible or encumbered (fess amounts withheld by the Owner) have been paid or otherwise satisfied, (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect and will not be canceled or allowed to expire until at least 30 days' prior written notice has been given to the Owner, (3) a written statement that the Contractor- knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4) consent of surety, if any, to final payment and (5), if required by the Owner, other data AIA Document A201 TM — 2007. Copyright ©1911, 1915, 1918, 1925, 1937, 1951. 1958. 1961, 1963, 1966, 1970.. 1976, 1987. 1997 and 2007 by The American 1niY. Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 35 reproduction or distribution of this AIA° Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document rias produced by AIA sofbvare at 13:27:38 ET on 03/01!2019 under Order No.3780910300 which expires on 04/25/2019, and is not for resale. User Notes: (1396204357) establishing payment or satisfaction of obligations, such as receipts, releases and waivers of liens, claims, security interests oi• encumbrances arising out of the Contract, to the extent and in such form as may be designated by the Owner. If a Subcontractor refuses to furnish a release or waiver required by the Owner, the Contractor may furnish a bond satisfactory to the Owner to indemnify the Owner against such lien. if such lien remains unsatisfied after payments are made, the Contractor shall refund to the Owner all money that the Owner may be compelled to pay in discharging such lien, including all costs and reasonable attorneys' fees. § 79, 103 11, after Substantial Completion of the Wot•k, final completion thereof is materially delayed through no fault of the Contractor or by issuance of Change Orders affecting final completion, and the Architect so confirms, the Owner shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed and accepted, if the remaining balance for Work not fully completed or corrected is less than retainage stipulated in the Contract Documents, and if bonds have been furnished, the written consent of surety to payment of the balance due for that portion of the Woi•k folly completed and accepted shall be submitted by the Contractor to the Architect prior to certification of such payment. Stich 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 known to, or reasonably discoverable by the Owner on the date of final payment except those arising from: 11 liens, Claims, security interests or encumbrances arising out of the Contract and unsettled; .2 failure of the Work to comply with the requirements of the Contract Documents; or .3 terms of warranties required by the Contract Documents. § 9,10,5 Acceptance of final payment by the Contractor, a Subcontractor or material supplier shall constitute a waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled at the time of sinal Application foi• 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 piovide reasonable protection to prevent damage, injury or loss to: 11 employees on the Work and other persons who may be affected thereby; ,2 the Work and materials and equipment to be incorporated therein, whether in storage on or off the site, under care, custody or control of the Contractor or the Contractor's Subcontractors or Sub -subcontractors; and ,3 other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of construction. § 10,2.2 The Contractor shall comply with and give notices required by applicable lacus, statutes, ordinances, codes, Hiles and regulations, and lawful orders of public authorities bearing on safety of persons or property or their protection from damage, injury or loss. § 10.2.3 The Contractor shall erect and maintain, as requited by existing conditions and performance of the Contract. reasonable safeguards For safety and protection, inchiding posting danger signs and other warnings against hazards, promulgating safety regulations and notifying owners and users of adjacent sites and utilities. § 10,2.4 When use or storage of explosives or other hazardous materials or equipment or unusual methods are necessary for execution of the Work, the Contractor shall exercise utmost care and carry on such activities under supervision of properly qualified personnel. § 10.2.5 The Contractor shall promptly remedy damage and loss (other than damage or loss insured under property insurance required by the Contract Documents) to property referred to in Sections 10.2.1.2 and 10.2.1.3 caused in AIA Document A201 "'I ,n 2007. Copyright© 1911, 1915, 19184 1925. 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987. 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 36 reproduction or distribution of this AIA° Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the / maximum extent possible under the law. This document was produced by AIA software at 13 27.38 ET on 03/01/2019 under Order No.3780910300 which expires on 04/25/2019. and is not for resale. (1396204357) User Notes: whole or in part by the Contractor, a Subcontractor, a Sub -subcontractor, or anyone directly or indir ectly employed by any of them, or by anyone for whose acts they may be liable and for which the Contractor is responsible tinder• Sections 10.2.1.2 and 10.2.1.3, except damage or loss attributable to acts or omissions of the Owner or the 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 the 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 parry is legally responsible, written notice of such injury or damage, whether or not insured, shall be given to the other party within a reasonable time not exceeding twenty-one (21) days after discovery. The notice shall provide sufficient detail to enable the other party to investigate the matter, § 10.3 HAZARDOUS MATERIALS § 10.3.1 The Contractor is responsible for compliance with any requirements included in the Contract Documents regarding hazardous materials. if the Contractor encounters a hazardous material or substance not addressed in the Contract Documents and if reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting fi•om a material or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB), encountered on the site by the Contractor, the Contractor shall, upon recognizing the condition, immediately stop Work in the affected area and report the condition to the Owner and the Architect in writing. § 10.3.2 Upon receipt of the Conh•actor's written notice, the Owner shall obtain the services of a licensed laboratory to verify the presence or absence of the material or substance reported by the Contractor and, in the event such materia( 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 the Architect the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of such material or substance or who are to perform the task of removal or safe containment of such material or substance. The Contractor and the Architect will promptly reply to the Owner in writing stating whether or not either has reasonable objection to the persons or entities proposed by the Owner. if either the Contractor or the 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 the Contractor. By Change Order, the Contract Time shall be extended appropriately and the Contract Sum shall be increased in the amount of the Contractor's reasonable additional costs of shut -down, delay and start-up. § 10.3.3 To the fullest extent permitted by lav, the Owner shall indemnify and hold harmless the Contractor, the Subcontu•actor•s, the Architect, the 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 arising from the presence of Pre -Work hazardous materials 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 tendered harmless, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself), except to the extent that such damage, loss or expense is due to the fault or negligence of the party seeking indemnity. § 10.3.4 The Owner shall not be responsible under this Section 10.3 for materials or substances the Contractor brings to the site unless such materials or substances are required by the Contract Documents. The Owner shall be responsible for materials or substances requited by the,Contract Documents, except to the extent of the Contractor's fault or negligence in the use, securing and handling of such materials or substances. AIA Document AZOt rm — 2007. Copyright ©1911, 1915, 1918, 1925. 1937, 1951. 1958, 1961, 1963, 1966, 1970. 1976, 1987, 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 37 reproduction or distribution of this AIA° Document, or any porton of it, may resuR in severe civil and criminal penalties, and will be prosecuted to the I maximum extent possible under the law. This document was produced by AIA software at 13'27'38 ET on 03/01/2019 under Order No.3780910300 n hich expires on 04/25/2019. and is not for resale. User Notes: (1396204357) § 10.3.5 The Contractor shall indemnify the Owner for the cost and expense the Owner incurs (1) for remediation of a material or substance the Contractor or the Contractor's agents, Subcontractors, suppliers, and other personnel subject to supervision of the Contractor brings to the site and negligently handles, or (2) where the Contractor fails to perform its obligations tinder Section 10.3.1, except to the extent that the cost and expense are due to the Owner's fault or negligence. (Paragraph deletecfj § 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 Section 7.3.3. ARTICLE 11 INSURANCE AND BONDS § 11.0.1 No Work will be commenced and no equipment or materials can be shipped until all requirements of this Article have been satisfied, satisfactory evidence of insurance has been provided, and all insurance is in full force and effect. The Contractor shall notify the Owner and the Architect in writing of any proposed nonconformity with these requirements, and shall notify the Owner and the Architect in writing of any insurance changes which occur during the terms required under the Contract Documents. Any deviation from these requirements can only be approved by the Owner's City Council. Any nonconformity may be grounds for termination or modification of the Contract. To the extent that the Contractor is unable to procure the insurance designated herein because the insurance is not reasonably available or is cost -prohibitive, then the Contractor shall provide written notice to the Owner's City Council. Said lack of insurance may then be grounds for termination or modification of the Contract. § 11.0.2 Satisfactory evidence of insurance required by this Article shall be provided to the Owner and the Architect no later than five (5) business days after execution of the Contract by the Owner. Satisfactory evidence shall include copies of the required insurance policies. declarations and endorsements themselves. In addition, the Contractor shall aIso provide: 1) a duly -executed Owner's Certificate of Insurance; 2) a duly -executed ACORD Certificate of [nsurance, Form 25 (2010/05); or 3) a duly -executed ACORD Certificate of Insurance, Form 27, such form to be modified if necessary to include liability coverage. The Contractor shall furnish the Owner all insurance amendments, Ienewals, notices, cancellations and additional endorsements as they are provided to the Contractor. § 11 .0.3 All insurance required herein shall be obtained from a company licensed to do business in the State of Texas bY the Texas Department of Insurance, and shall be underwritten by a company rated no less than A- V[[ in A.V(. Best's Key Rating Guide, Property -Casualty, according to the latest posted ratings available on A.M. Best's Web Site, wivs-w.ambest.com and that permits waivers of subrogation, or unless carrier is approved in advance by the Owner. § 11.0.4 All insurance required herein shall name the Owner, its officers, employees, representatives or agents, as an additional insured, except the Contractor's Worker's Compensation insurance. § 11.0.5 All insurance required herein shall be primary insurance as respects, the Owner, its officers, employees, representatives or agents. .All instrt•ance shall be written on an occurrence basis, if available, and shall contain a waiver of subrogation in favor of the Owner on all claims arising out of the Project. The policies shall provide such waivers of subrogation by endorsement or otherwise. A waiver of subrogation shall be effective as to a person or entity even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise, or did not pay the insurance premium directly or indirectly; and whether or not the person or entity had an insurable interest in the property damaged. Aggregate limits on any policy shall be no less than two (2) times per accident or per occtil•rence limits of the policy. § 11,0.6 .Any failure of the Contractor to comply with the reporting provision of the policies shall not affect the coverage provided to the Owner, its officers, employees, representatives or• agents. § 11.0,7 All workers on the Project must be covered by the required insurance policies of the Contractor or a Subcontractor. § 11,0.8 Nothing contained in this Article shall limit or waive the Contractor's legal or contractual responsibilities to the Owner or others. AIA Document A201 TM — 2007. Copyright © 1911, 1915, 1918, 1925, 19374 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American /nit. Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties, Unauthorized 3$ reproduction or distribution of this AIA° Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the t maximum extent possible under the law. This document was produced by AIA software at 13 27 38 ET on 03/01/2019 under Order No.3780910300 which expires on 04/25/2019, and is not for resale. User Notes: (1396204357) § I 1,1 CONTRACTOR'S LIABILITY INSURANCE § 11.1,1 The Contractor shall purchase from and maintain in a company or companies lawfully authorized to do business in thejurisdiction in which the Project is located such insurance as will protect the Contractor from claims set forth below which may arise out of or result from the Contractor's operations and completed operations under the Contract and for which the Contractor may be legally liable, whether such operations be by the Contractor or by a Subcontractor oi• by anyone directly or indirectly employed by any of them, oi• by anyone for whose acts any of them may be liable: 11 Claims under workers' compensation, disability benefit and other similar employee benefit acts that are applicable to the Work to be performed; .2 Claims for damages because of bodily injury, occupational sickness or disease, or death of the Contractor's employees; .3 Claims for damages because of bodily injury, sickness or disease, or death of any person other than the Contractor's employees; A Claims for damages insured by usual personal injury liability coverage; .5 Claims for damages, other than to the Work itself, because of injury to or destruction of tangible property, including loss of use resulting therefrom; ,6 Claims for damages because of bodily injury, death of a person or property damage arising out of ownership, maintenance or use of a motor vehicle; .7 Claims for bodily injury oi• property damage arising out of completed operations; and .8 Claims involving contractual liability insurance applicable to the Contractor's obligations tinder Section 3.18. § 11,1.2 The insurance required by Section I l.l.l shall be �vr•itten for not less than limits of liability specified in the Contract Documents or required by law, whichever coverage is greater. Coverages, whether written on an occurrence or claims -made basis, shall be maintained without interruption from the date of commencement of the Work until the date of final payment and termination of any coverage required to be maintained after final payment, and, with respect to the Contractor's completed operations coverage, until the expiration of the period for correction of Work or for such other period for maintenance of completed operations coverage as specified in the Contract Documents. § 11.1.2.1 COMPREHENSIVE GENERAL LIABILITY INSURANCE 1. Products and Completed Operation to be maintained for a period of tvvo years after Final Payment; the Contractor shall continue to provide evidence of such coverage to the Owner on an annual basis during this period. 2. Property Damage Liability Insurance shall provide X, C and U coverage. 3. Broad Form Property Damage Coverage shall include Completed Operations. 4. Broad Form Contractual Liability Coverage § 11.12 .2 CONTRACTUAL LIABILITY INSURANCE I. Pt•oper-ty Damage shall be included in Comprehensive General Liability Coverage. 2. Insurance sufficient to cover the Contractors Contractual indemnities. § 11.1.2.3 PERSONAL INJURY I. With Etnployment Exclusion deleted; shall be inchided in the Comprehensive General Liability Coverage. § 11.1.2.4 Business Automobile Liability (including owned, non -owned, hired, or any other vehicles). § 11.1.2.5 All Risk Builder's Risk Insurance, The Contractor shall provide Builder's Risk Insurance in the total amount of the Contract Strm. See Section (i .4, the Contractor's indemnity for• loss of use and other• consequential damages arising out of a Builder's Risk Claim is limited to the delay in completion coverage specified in the GvIP Agreement. § 11.1.3 Certificates of insurance acceptable to the Owner shall be filed with the Owner prior to commencement of the Work and thereafter upon renewal or replacement of each required policy V; These certiticates and the insurance policies required by this Section l 1.1 shall contain a provision that coverages afforded under the policies wM not be canceled or allowed to expire until at least 30 days' prior written notice has been given to the Owner. An additional certificate evidencing continuation of liability coverage, including coverage for completed operations, shall AIA Document A201 TP'' — 2007. Copyright ©1911, 1915, 191$1 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976. 1987, 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. UnauthorFced reproduction or distribution of this AIA° Document, or any portion of it, may result in severe civil and criminal penalties, and will be pro secuted to the / maximum extent possible under the law. This document was produced by AIA software at 13:27:38 ET on 0 3/0 112 0 1 9 under Order No.3780910300 which expires on 04/25/2019, and is not for resale. User Notes: (1396204357) be submitted with the final Application for Payment as required by Section 9. 101 and thereafter upon renewal or replacement of such coverage until the expiration of the time required by Section 11.1.2. information concerning reduction of coverage on account of revised limits or claims paid under the General Aggregate, or both, shall be furnished by the Contractor with reasonable promptness. § 11.1.4 The Contractor shall cause the commercial liability coverage required by the Contract Documents to include ( I ) the Owner, the Architect and the Architect's consultants as additional insureds for claims caused in whole or in part by the Contractor's negligent acts or omissions daring the Contractor's operations; and (2) the Owner as an additional insured for claims caused in whole or in part by the Contractor's negligent acts or omissions during the Contractor's completed operations. (Paragraphs deleted) § 111.5 TEXAS WORKER'S COMPENSATION INSURANCE A copy of a Certificate of insurance, a Certificate of Authority to self -insure issued by the Texas Department of insurance (TDi), or a coverage agreement (DWC-81, DWC-82, DWC-83, or DWC44) showing Statutory Worker's Compensation insurance coverage for the Contractor's employees providing services on a Project is required for the duration of the Project. § 11,1.5.1 Duration of the Project includes the time from the beginning of the Work on the Project until the Contractor's work on the Project has been completed and accepted by the Owner. § 11.1,5,2 Persons providing services on the Project {"Strbcontt•actor" in Texas Labor Code Section 406-096) include 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 has employees. This includes, without limitations, independent Contractors, Subcontractors, Leasing Companies, Motor Carriers, Owner -Operators, employees of any such entity, or employees of any entity that furnishes persons to provide services on the Project. § 11.1.5.3 Services include. without (imitations, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other services related to the Project. Services do not include activities unrelated to the Project, such as food and/or beverage vendors, office supply deliveries, and delivery of portable toilets. § 11.1,5.4 The Contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the Statutory requirements of Texas Labor Code Section 401.011(44) for all employees of the Contractor providing services on the Project for the duration of the Project. § 11.1.5.5 The Contractor must provide a Certificate of Coverage to the Owner prior to being awarded the Contract. § 11.1.5.61f the coverage period shown on the Contractor's current Certificate of Coverage ends during the duration of the Project• the Contractor must, prior to the end of the coverage period, file a new Certificate of Coverage with the Owner showing that coverage has been extended. § 11.1.5.7 The Contractor shall obtain from each person providing services on the Project and provide to the Owner. 1. A Certificate of Coverage, prior• to that person beginning Work on the Project, so the Otivner will have a filed Certificate of Coverage showing coverage for all persons providing services on the Project, and 2. No later than seven (7) days after receipt by the Contractor, a new Certificate of Coverage ends during the duration of the Project. § 11.1.5.8 The Contractor shall retain all required Certificates of Coverage for the duration of the Project and for one year thereafter. § 11.1.5.9 The Contractor shall notify the Owner in writing by certified mail or persona( delivery , within ten days after the Contractor knew or should have known of any changes that materially affects the provision of coverage of any person providing services on the Project. § 11.1.5.10 The Contractor shall post on each Project site a notice, in the text form, and manner prescribed by the TDI informing all persons providing services on the Pr oject that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. AIA Document A201'"` — 2007, Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Inst. Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and Intern ational Treaties. Unauthorized 40 reproduction or distribution of this AIA° Document, or any portion of it, may result in severe civil and criminal penaRies, and will be prosecuted to the t maximum extent possible under the law. This document was produced by AIA software at 13.27:38 ET on 03/01!2019 under Order No.3780910300 which expires on 04/25/2019, and is not for resale. (1396204357) User Notes: § 11.1,5.11 The Contractor shall contractually require each person with whom it contracts to provide services on the Project to: I. 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 401.01 1(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 the 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 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 the `York on the Project, and b. A new Certificate of Coverage showing extension of coverage, prior to the end of the coverage period, i f 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 Owner in writing by certified mail or personal delivery, within ten (10) days after the person knew or should have known of any change that materially affects the provision of coverage of any person providing set -vices on the Project. 7. Contractually require each person with whom it contracts to perform as required by items 1-6, with the Certificate of Coverage to be provided to the person for whom they are providing services. § 11.1.5.12 By signing this Contract or providing or causing to be provided a Certificate of Coverage, the Contractor is representing to the Owner that all 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 property 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 TDi'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. § 11,1.5.13 The Contractor's failure to comply with any of these provision is a breach of the Contract by the Contr actor that entitles the Owner to declare the Contract void if the Contractors do not remedy the breach within ten (10) days after receipt of the notice of breach from the Owner. § 11.1.5.14 The coverage requirement recited above does not apply to sole pt•oprietors, partners, and corporate officers who are excluded from coverage in an insurance policy or Certificate of Authority to Self-insured that is delivered, issued for delivery or renewed on or after January 1, 1996. § 11.3 PROPERTY INSURANCE § 11.3.1 Unless othel•�vise provided, the Contractor shall purchase and maintain, in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located, property insurance written on a builder's risk "all-risk" or equivalent policy form in the amount of the initial Contract Sum, phis value of subsequent Contract Modifications and cost of materials supplied or installed by others, comprising total value for the entire Project at the site on a replacement cost basis without optional deductibles. Such property insurance shall be maintained, unless otherwise provided in the Contract Documents or otherwise agreed in writing by all persons and entities who are beneficiaries of such insurance, until final payment has been made as provided in Section 9.10. This insurance shall include interests of the Owner, the Contractor, the Subcontractors and the SUb-subcontractors in the Project. To the extent of any overlap between the Owner's Property Insurance and the Contractor's Builder's Risk Insurance, the Contractor's Builder's Risk Coverage shall be primary. § 11,3.1.1 Property insurance shall be on an "alt -risk" or equivalent policy form and shall include, without limitation, insurance against the perils of fire (with extended coverage) and physical loss ot• damage including, �vithotit duV lication oFcovetage, theft, vandalism, malicious mischief, collapse, earthquake, flood, windstorm, false>votk1 testing and startup, temporary- buildings and debris removal including demolition occasioned by enforcement of any applicable legal requirements, and shall cover reasonable compensation for any Owner loss. Irtlt. AIA Document A201 Tia — 2007. Copyright ©1911, 1915, 19184 1925, 1937, 1951. 1958, 1961. 1963, 1966, 1970, 1976, 1987. 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 41 reproduction or distribution of this AIA° Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the � maximum extent possible under the law. This document was produced by AIA software at 13:27:38 ET on 03/01/2019 under Order No.3780910300 which expires on 04/25/2019. and is not for resale. User Notes: (1396204357) (Paragraph deleted] § 11.3.1.3 If the property insurance requires deductibles, the Owner shall pay costs not covered because of such deductibles. § 111301,4 This property insurance shall covet portions of the Work stored off the site, and also portions of the Work in ransit. § 11.3.1.5 Partial occupancy oi• use in accordance with Section 9.9 shall not commence until the insurance company or companies providing property insurance have consented to such partial occupancy or use by endorsement or otherwise. The Owner- and the Contractor shall take reasonable steps to obtain consent of the insurance company or companies and shall, without mutual written consent, take no action with respect to partial occupancy or use that would cause cancellation, lapse or reduction of insurance. § 11.3,2 BOILER AND MACHINERY INSURANCE The Contractor shall purchase and maintain boiler and machinery insurance required by the Contract Documents or by law, which shall specifically cover such insured objects during installation and until final acceptance by the Owner; this insurance shall include interests of the Owner, the Contractor, the Subcontractors and the Sub -subcontractors in the Work, and the Owner and the Contractor shall be named insureds. § 11.3,3 LOSS OF USE INSURANCE The Owner, at the Owner's option, may purchase and maintain such insurance as will insure the Owner against loss of use of the Owner's property due to fire or other hazards, however caused. § 11.3.4 If the Owner requests in writing that insurance for risks other than those described herein or other special causes of loss be included in the property insurance policy, the Contractor or the Architect shall, if possible, include such insurance. If there is an additional cost, the Contractor or the Architect shall inform the Owner and confirm that the Owner still requests such insurance. (Parcrgr•aph deleted) § 11.3.6 Before an exposirr•e to loss may occur, the Contractor• shall file with the Owner- a copy of each policy that includes insurance coverages required by this Section 11.3. Each policy shall contain all generally applicable conditions, definitions, exclusions and endorsements related to this Project. Each policy shall contain a provision that the policy will not be canceled or allowed to expire, and that its limits will not be reduced, until at least thirty (30) days prior written notice has been given to the Owner. § 11 .3.7 WAIVERS OF SUBROGATION The Owner and the Contractor waive all rights against (1) each other and any of their subcontractors, sub -subcontractors, agents and employees, each of the other, and (2) separate contractors described in Article 6, if any, and any of their subcontractors, sub -subcontractors, agents and employees, for damages caused by fire or other causes of loss to the extent covered by property insurance obtained pursuant to this Section 11.3) or other property insurance applicable to the Work, except such rights as they have to proceeds of such insurance held by the Contractor as fiduciary. The Contractor, as appropriate, shall require their consultants, separate contractors described in Article 6 and elsewhere, if any, and the subcontractors, the sub -subcontractors, the agents and employees of any of them, by appropriate agreements, written where legally required for validity, similar waivers each in favor of other parties enumerated herein. The policies shall provide such waivers of subrogation by endorsement or otherwise. § 11.3.8 A loss insured iundeu• the property insurance obtained by the Contractor shall be adjusted by the Contractor as fiduciary and made payable to the 04vner• as their• interests may appear, subject to requirements of any applicable mortgagee clause and of Section 1 1.3.10. The Contractor shall pay Lite Subcontractors their just shares of insurance proceeds received by the Contractor and not subject to claims by the Owner, and by appropriate agreements, written where legally required for validity, shall require the Subcontractors to make payments to their Sub -subcontractors in similar manner. § 11.3.9 If required in writing by a party in interest, the Owner as fiduciary shall, upon occurrence of an insured loss, give bond for• proper• performance of the Owner's dillies. The cost of required bonds shall be charged against proceeds AIA Document A201 rM — 2007. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976. 1987, 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 42 reproduction or distribution of this AIA° Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the ! maximum extent possible underthe law. This document was produced by AIA software at 13:27:38 ET on 03/01/2019 under Order No.3780910300 which expires an 04/25/2019, and is not for resale. User Notes: (1396204357) received as fiduciary. The Owner• shall deposit in a separate account proceeds so received, which the Owner• shall distribute in accordance with such agreement as the parties in interest may reach, or as determined in accordance with the method of binding dispute resolution selected in the Agreement between the Owner and the Contractor. If after such loss no other special agreement is made and unless the Owner terminates the Contract for convenience, Ieplacement of damaged property shall be performed by the Contractor after notification of a Change in the Work in accordance with Article 7. § 11,3.10 The Otivnet as beneficiary shall at its election, have potiver to adjust and settle a loss �vitli insueers unless one of the parties in interest shall object in writing within five (5) days after occurrence of loss to the Owner's exercise of this power; if such objection is made, the dispute shall be resolved in the manner selected by the Owner and the Contractor as the method of binding dispute resolution in the Agreement. § 11.4 PERFORMANCE BOND AND PAYMENT BOND § 11.4.1 The Contractor shall furnish separate payment and performance bonds covering faithful performance of the Contract and payment of obligations arising thereunder as each bond to be a total amount equal to one -hundred ( 100) percent of the Contract Sum, or Guaranteed \/Iaximtlnl Price, whichever is applicable. The performance bond shall also include an amount necessary to reimburse the Owner its reasonable and necessary attorney fees (pursuant to the Texas Local Government Code Section 271.159) and litigation costs incurred in claims arising under the performance bond, and liquidated damages arising under the Contract Documents, in an amount not to exceed five (5) percent of the Cost of the Work. Provided. however•, no limitation herein shall limit the Contractot's liability Linder the Contract Documents. (I f the Guaranteed [Maximum Price is not known at the time that a Construction y(anager at Risk contract is awarded, then the sum of the payment and performance bonds must each be in an amount equal to the Project budget. The Construction ivlanager at Risk shall deliver the bonds no later than the tenth (10) day after the date the Construction i0anager at Risk executes the Contract, unless the Construction Manager at Risk furnished a bid bond or other financial security acceptable to the Owner to ensure that the Construction N/lanager will furnish the required payment and performance bonds when the Guaranteed N/faximUm price is established.) All bonds shall be issued by a surety company licensed, listed and authorized to issue bonds in the State of Texas by the Texas Department of insurance, and shall fully comply with Texas Insurance Code Section 3503.001 ET. Seq. and Texas Government Code, Chapter 2253, or their successors. The surety company shall have a rating of no less than "A VII" according to the latest posted ratings or the A. 11. Best Website, www.ambest.com. The surety company shall provide, if requested, information on bonding capacity and other projects under coverage and shall provide proof to establish adequate financial capacity for this Project. Should the bond amount be in excess of ten ( 10) percent of the surety company's capital and surplus, then the surety company issuing the bond shall certify that the surety company has acquired reinsurance, in a form and amount acceptable to the Owner, to reinsure the portion of the risk that exceeds ten (10) percent of the surety company's capital and surplus with one or more reinsurers who are duty authorized and admitted to do business in Texas and that amount reinsured by a reinsurer does not exceed ten (10) percent of the reinsurer's capital and surplus. The Contractor shall immediately notify the Owner and the Architect in writing if there is any change in: the rating; insolvency or receivership in any State; bankruptcy; right to do business in the State; or status of the Contractor's sureties at any time until Final Completion. § 11.4.2 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 shalt authorize a copy to be furnished. § 11.4.3 The Contractor shall deliver copies of the required bonds to the Owner and the Architect no later than ten (1 0) business days after execution of the GN(P Amendment by the Owner. All bonds will be reviewed by the Architect for compliance with the Contract Documents. In the event that the Architect has any questions concerning the sufficiency of the bonds, the bonds will be referred to the Owner or the Owner's representative with the Architect's recommendation. § 11,4.4 All bonds shall be originals. The Contractor shall require the Attorney -in -Fact who executes the required Bonds on behalf of the Surety to affix thereto a Certified and cul•rent copy of the Power• -of -Attorney. The name, address and telephone number of a contact person for the bonding company shall be provided. § 11.4.5 All bonds shall Guarantee the faithful performance of all the covenants, stipulations, and agreements of the Contract. The bond shall be signed by an agent, resident in the State of Texas. (fat any time dulring the continuance of the Contract, the Ovvner determines that the Contractor is unable to complete the Work in accordance with the Contract Documents, any of the Contractor's bonds become insufficient, the surety becomes insolvent, or the surety's AIA Document A201 TM — 2007. Copyright ©1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 43 reproduction or distribution of this AIA° Document, or any port ion of it, may result in severe civil and criminal penalties, and will be prosecuted to the / maximum extent possible under the law. This document vas produced by AIA software at 13:27 38 ET on 03/01/2019 under Order No.3780910300 which expires on 04/25/2019, and is not for resale. User Notes: (1396204357) rating crops below the requited level, then the Owner shall have the right to require from the Contractor additional and sufficient sureties or other security acceptable by the Owner, which the Contractor shall furnish to the satisfaction of the Owner, within ten (10) days after notice to do so. These contractual remedies are in addition to all remedies available by law. In default thereof, all payment or money due to the Contractor may be withheld until the Contractor provides additional surety or security. 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, costs of uncovering and replacement shall, by appropriate Change Order, be at the Owner's expense. If such Work is not in accordance with the Contract Documents, such costs and the cost of correction shall be at the Contractor's expense unless the condition was caused by the Owner or a separate contractor in which event the Owner shall be responsible for payment of such costs. § 12.2 CORRECTION OF WORK § 12.2.1 BEFORE OR AFTER SUBSTANTIAL COMPLETION The Contractor shall promptly correct Work rejected by the Architect or failing to conform to the requirements of the Contract Documents, whether discovered before or after Substantial Completion and whether or• not fabricated, installed oi• 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 § 12a2.2.1 to addition to the Contractor's obligations under Section 3. , 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 an applicable warranty required by the Contract Documents (whichever is later), any of the Work is found to be not in accordance with the requirements of the Contract Documents, then the Contractor shall correct it promptly after receipt of written notice from the Owner to do so unless the Owner has previously given the Contractor a written acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition. If the Owner fails to notify the Contractor and give the Contractor an opportunity to make the correction during the time periods established by this paragraph, the Owner waives the rights to require correction of non -latent, readily observable non -conforming Work by the Contractor as specific performance of the terms of this Contract. If the Contractor fails to correct nonconforming Work within a reasonable time during that period after receipt of notice from the Owner or the Architect, the Owner may correct it in accordance with Section 2.d. § 12.2.2.2 The default one-year period for correction ofWork in absence of warranties 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 Contact 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, whether completed or partiaI ly completed, of the Owner• or separate contractors caused by the Contractor's correction or removal of Work that is not in accordance with the requirements of the Contract Documents. § 12.2.5 Nothing contained in this Section 12.2 shalt be construed to establish a period of limitation with respect to other obligations the Contractor• has ander the Contract Documents. Establishment of the one-year period for AIA Document A201 TM — 2007. Copyright ©1911, 1915, 1918, 1925. 1937, 1951, 19580 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties, Unauthorized 44 reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the � maximum exterrt possible under the law. This document was produced by AIA software at 13:27:38 ET on 03101!2019 under Order No.3780910300 which expires on 04/2512019. and is not for resale. User Notes: (1396204357) correction of wom 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 demands for specific performance 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 State of Texas and performable in Collin County, Texas. § 13.1 SUCCESSORS AND ASSIGNS § 13.2.1 The Owner and the 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 13.212, neither party to the Contract shall assign or delegate the Contract as a whole without written consent of the other. If either party attempts to make such an assignment or delegation without such consent, that party shall nevertheless remain legally responsible for all obligations under the Contract. (Paragraph clefetecfj § 13.3 WRITTEN NOTICE bMritten notice to the Owner will only be effective if properly addressed and delivered to the Owner's Designated Representative, or to a person previously specified by the Owner's Designated Representative in writing. Written notice for any other patty shall be deemed to have been duly served if delivered in person to the individual, to a member of the firm or entity, or to an officer of the corporation for which it was intended; or if delivered at, or sent by registered or certified mail or by courier service providing proof of delivery to, the last business address known to the party giving notice. § 13.4 RIGHTS AND REMEDIES § 13. 4.1 Duties and obligations imposed by the Contract Documents and rights and remedies available thereunder shaft be in addition to and not a limitation of duties, obligations, rights and remedies otherwise imposed or available by law. § 13.4.2 No action or failure to act by the Owner, the Architect or the Contractor shall constitute a waiver of a right or duty afforded them under the Conh•act, nor shall such action or failure to act constitute approval of or acquiescence in a breach there under, except as may be specifically agreed in writing. § 13.5 TESTS AND INSPECTIONS § 13.5.1 Tests, inspections and approvals of portions of the bVork shall be made as regttit•ed 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 ar•r•angements for such tests, inspections and approvals which shall be included in the Cost of the work with an independent testing laboratory or entity acceptable to the Owner, or with the appropriate public authority, and shall beat- all related costs of tests, inspections and approvals, provided however, the Owner shall bear costs of inspection services, the testing of construction materials engineering, and the verification testing services necessary for acceptance of the facility by the Owner. 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. § 13.5.2 If the Architect, the Owner• or public authorities having jurisdiction determine that portions of the Work require additional testing, inspection or approval not included under Section 13.x. 1, the Owner will provide or contract for such additional testing, inspection or approval. Such costs, except as provided in Section 13.5.3, shat l be at the Owner's expense. § 13,5.3 If such procedures for testing, inspection or approval under Sections [ 3.x.1 and 13.5.2 reveal failure of the port ions oFthe Work to comply with regttir•ements established by the Contract Documents, all costs made necessary by AIA Document A201 r"' — 2007. Copyright ©1911, 1915, 1918, 1925. 1937, 1951. 1958, 1961, 1963, 1966, 1970, 19760 1987, 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S, Copyright Law and Intematlonal Treaties. Unauthorized 45 reproduction or distribution of this AIA° Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the t maximum extent possible under the law. This document was produced by AIA software at 13:27:38 ET on 03/01/2019 under Order No.3780910300 which expires on 04125/2019. and is not for resale. User Notes: (1396204357) such failure including those of repeated procedures and compensation for the Architect's services and expenses shall be at the Contractor's expense. § 13, 5,4 Requited certificates of testing, inspection or approval shall, unless othertivise required by the Contract Documents, be secured by the Contractor and promptly delivered to the Architect. § 13, 5.5 If the Architect is to observe tests, inspections or approvals required by the Contract Documents, the Architect will do so promptly and, where practicable, at the normal place of testing. § 13.5.6 Tests or inspections conducted ptlrsttant to khe Contract Documents shall be made promptly to avoid unreasonable delay in the Work. § 13.6 INTEREST Undisputed payments due and unpaid under the Contract Documents shall bear interest from the date payment is due at such rate provided by Texas Government Code Section 2251.025. Any such payment shall be deemed overdue on the thirty-first (3 1 ) day after the Owner receives the Architect's invoice or the Contractor's Certificate for Payment from the Architect. § 13,7 TIME LIMITS ON CLAIMS Notice has been provided where required under Article 15.1.2 with respect to Claims arising during performance of the Work, the time for commencement of a cause of action for any dispute arising out of the Project or the Contract shall be governed by applicable Texas Law. § 13.8 EQUAL OPPORTUNITY EMPLOYMENT § 13.$.1The Contractor and the Contractor's Subcontractors shall not discriminate against any employee or applicant for employment, because of race, religion, age, disability, sex or national origin. The Contractor agrees to post in conspicuous places, available to employees and applicants, notices setting forth the Contractor's Nondiscrimination Policies. § 13.8,2 The Contractor and the Contractor's Subcontractors shall in all solicitations or advertisements for zmployees placed by them or on their behalf, state that all qualified applicants will receive consideration for employment without regard to race, religion, age, disability, sex or national origin. § 13.12 RECORDS § 13,12.1 The Contractor shall at all times through the date of Final Completion, maintain Job Records, including but not limited to, invoices, payment records, payroll records, daily reports, diaries, logs, instructions, drawings, receipts, subcontractors, purchase orders, vouchers, memoranda, other financial data, andjob meeting minutes applicable to the Project in a manner which maintains the integrity of the documents. Job Records must be retained by the Contractor for at least twelve (12) years after the date of Final Completion of the Project. Within ten (10) days of the Owner's request, the Contractor shall make such Job Records available for inspection, copying, and auditing by the Owner, the Architect, or their respective representatives, at the Owner's central office. § 13.12.2 If the Contractor is a Construction Manager at Risk, then the Contractor shall also maintain, in accordance with the provisions of Section 13.12.1, the following: subcontractor• files, including proposals of successful and unsuccessful bidders, bid recaps and subcontractor payments; original estimates; estimating work sheets; general ledger entries; detail cash and trade discounts received; insurance rebates and dividends; and any other suppo9rting evidence deemed necessary by the Owner to substantiate charges related to the Contract. § 13.12.3 The Contractor shall keep a full and detailed financial accounting system and shall exercise such controls as may be necessary for proper financial management under• this Contract; the accounting and control system shall be satisfactory to the Owner and shall be subject to the provisions of Section 13.12.1. AIA Document A20t "" - 2007. Copyright ©1911, 1915, 1918, 1925, 1937, 1951. 1958, 1961. 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U,S. Copyright Law and International Trestles. Unauthorized 46 reproduction or distribution of this AIA° Document, or any portion of it, may resuk in severe civil and criminal penakies, and will be prosecuted to the � maximum extent possible under the law. This document was produced by AIA sofrivare at 13'2738 ET on 03!01/2019 under Order No.3780910300 which expires on 04125/2019. and is not for resale. User Notes: (1396204357) § 13, 12,4 The Contractor shall keep all Construction Documents related to the Project, subject to the provisions of Section 13.12.1, provided, however, the Contractor shall not destroy said documents until the Contractor has confirmed with the Owner in writing that the Owner has obtained a copy of all as -built drawings. § 13, 12.5 [n the event that an audit by the Owner reveals any errot s,%ovetpayments by the Owner, then the Contractor shall refund the Owner the full amount of such overpayment within thirty (30) days of such audit findings, or the Owner, at is option, reserves the right to deduct such amounts owed to the Owner from any payments due to the Contractor. § 13.13 PROPRIETARY INTERESTS AND CONFIDENTIAL INFORMATION! § 13.13,1 Neither the Architect or the Contractor shall use the image or likeness of the Owner's Project or the Owner's official logo, emblem or any other trademark, service mark or copyright or otherwise protected information of the Owner, without the Owner's prior written consent. The Architect or the Contractor shall not have any authority to advertise or claim that the Owner endorses the Architect or the Contractor's services, without the Owner's prior written consent. § 13.13.2 Neither the Architect or the Contractor shall disclose any confidential information which comes into the possession of the Architect or the Contractor at any time during the Project, including but not limited to, the location and the deployment of security devices. § 13.14 ADDITIONAL PROVlSlONS § 13,14,1 The invalidity of any part or provision of the Contract Documents shall not impair or affect in any manner whatsoever the validity, enforceability or effect of the remainder of the Contract Documents. § 13.14.2 �'ohvithstanding anything to the contrary in any of the Contract Documents or in any document forming a part thereof, there shall be no mandatory arbitration for any dispute arising hereunder. Any remaining references in any of the Contract Documents to mediation or arbitration are inadvertent and will not be enforced. § 43 4A The Contractor- stipulates that the Owner is a political subdivision of the State of Texas, and as such may enjoy immunities from suit and liability under the Constitution and laws of the State of Texas. By entering into the Contract, the Owner does not waive any of its immunities from suit and/or liability, except as otherwise specifically provided herein and as specifically authorized by law. § 13.14.4 In any adjudication or claim under this Contract; reasonable and necessary attorney's fees may be awarded to the prevailing party as allotived by Texas Local Government Code Section 271.159. ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT § 14.1 TERMINATION �Y ThiE CONTRACTOR § 14.1.1 The Contractor may terminate the Contract if the Work is stopped for a period of sixty (60) consecutive days through no act or fault of the Contractor or a Subcontractor, a Sub -subcontractor or their agents or employees or any other persons or entities performing portions of the `York under direct or indirect contract with the Contractor, only 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; 43 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. § 14.1.2 The Contractor may terminate the Contract if, through no act or fault of the Contactor or a Subcontractor, a Sub -subcontractor or their agents or employees or any other persons or entities performing portions of the Work under direct or rect contact with the Contractot I 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. Init. AIA Document A201 2007. Copyright ©1911. 1915, 1918, 1925, 1937, 1951. 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 and 2007 by The American Institute of Architects. All rights reserved. UVARNING: This AIA' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized �� reproduction or distribution of this AIA' Document, or any portion of it, may result in severe civil and criminal penalties, and avill be prosecuted to 4he maximum exteni possible under the law, This document nos produced by AIA software at 13.27 38 ET on 03/01/2019 under Order Mo.3780910300 r hich expires on 04/25/2019, and is not for resale. User Notes: (1396204357) § 1441.3 If one of the reasons described in Section 14.1.1 (if not cured) or 14, 1.4 exists, the Contractor may, upon seven days' written notice to the Owner and the Architect, terminate the Contract and recover from the Owner payment for Work executed, including reasonable overhead and profit, costs incurred by reason of such termination, and damages. § 14, 1.4 If the bVork is stopped for a period of 60 consecutive days through no act or fault of the Contractor or a Subcontractor or their agents or employees or any other persons performing portions of the Work under contract with the Contractor because the Owner has repeatedly failed to ftilfill the Owner's obligations under the Contract Documents with respect to matters important to the progress of the Work, the Contractor may, upon seven additional days' written notice to the Owner and the Architect, terminate the Contract and recover from the Owner as provided in Section 14.1.3. § 14.2 TERMINATION BY THE OWNER FOR CAUSE § 14.2.1 The Owner may terminate the Contract if the Contractor: ,1 Refuses or fails to supply enough properly skilled workers to make reasonable progress towards Substantial Completion of the Work during the Contract Time, or refuses or fails to supply necessary and proper materials; .2 Fails to make payment to Subcontractors for materials or labor in accordance with the respective agreements between the Contractor and the Subcontractors; .3 Disregards applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of a public authority; A Otherwise is guilty of substantial breach of a provision of the Contract Documents: ,5 Fails to furnish the Owner, upon request, with assurances satisfactory to the Owner, evidencing the Contractor's ability to complete the Work in compliance with all the requirements of the Contract Documents; ,6 Engages in conduct that would constitute a violation of State or Federal Criminal Law, including but not limited to, the law prohibiting certain gifts to public servants, or engages in conduct that would constitute a violation of the Owner's ethics or conflict of interest policies; ,7 Fails to proceed continuously and diligently with the construction and completion of the Work; except as permitted under the Contract Documents. § 14.2.2 When any of the above reasons exist, the Owner, upon reasonable determination that sufficient cause exists to justify such action, 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 (7) days' written notice, terminate engagement of the Contractor and may, subject to any prior rights of the surety: 11 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 ftirnish 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 treasons stated in Section 14.2.1, the Contractor shall not be entitled to receive further payment until the Worlc is finished, and any further• payments shall be limited to amounts earned for the Work performed prior to the date of such termination. § 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 the Owner, as the case may be, shall be certified by the Initial Decision Maker, upon application, and this obligation for payment shall survive termination of the Contract. § 14.2,5 The parties hereby agree that: 1 } if an order for relief is entered on behalf of the Contractor, pursuant to Chapter 1 1 of the U.S. Bankruptcy Code; 2) if any other similar order is entered tinder any debtor relief laws; 3) if the Contractor makes an assignment for the beneFt of one or more of its creditors; 4) if a receiver is appointed for the benefit of its creditors; or 5) if a receiver is appointed on account of its insolvency, any such event could impair or ft•ustrate the Contractor's performance of the Contract Documents. Accordingly, it is agreed that upon occurrence of any such event, the Owner shall be entitled to request of the Contractor ot• its successor in interest adequate assurance Inst. AIA Document A201 T"' — 2007. Copyright ©1911, 1915, 1918, 1925. 1937, 1951, 1958, 1961, 19631 19661 1970, 1976, 1987. 1997 and 2007 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S, Copyright Law and International Treaties. Unauth orized 48 reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the / maximum extent possible under the law, This document was produced by AIA software at 13;27:38 ET on 03/01/2019 under Order No.3780910300 which expires on 04/25/2019 and is not for resale. User Notes: (1396204357) of fiuture performance in accordance with Lite terms and conditions of the Contract Documents. Failure to comply with such request within ten (10) days of delivery of the request shall entitle the Owner to terminate the Contract and to the accompanying rights set forth in Sections 14.2.1 through 14.2.6. In all events, pending receipt of adequate assurance to proceed with the Work with the Owner's own forces or with the Contractor's on a time and material or other appropriate basis, the cost of which will be charged against the Contract Sum. § 14.2.6 As required by Texas Government Code Chapter 2253, if a Performance Bond has been furnished and the Contractor is declared by the Owner to be in default under the Contract, then the Surety shall promptly perform the 4Vork, in full accordance with the plans, the specifications and the Contract Documents. Unless otherwise agreed in writing between the Surety and the Owner, the Surety shall complete the Work with the Surety entering into a Contract acceptable to the Owner, with a Contractor acceptable to the Owner, and shall obtain new Payment and Performance Bonds as required by law. § 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 "fhe Contract Sum and Contract Time shall be adjusted For increases in the cost and time caused by suspension, delay or interruption as described in Section 14.3.1. Adjustment of the Contract Sum shall include profit. No adjustment shall be made to the extent, provided that such profit shall not exceed the profit margin of the Project which would have existed if no such delay had occurred. all that performance is, was or would have been so suspended, delayed or interrupted by another cause foil 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 anv time, terminate Lite Contract for Lite Owner's convenience and without cause. § 14.4.2 Upon receipt of written notice from the Ovvner of such termination for the Owner's convenience, the Contractor shall: 11 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 Contractor shall be entitled to receive payment for Work executed, and costs incurred by reason of such termination, and costs incuered by reason of such termination, excluding overhead and profit on the Work scheduled for completion within the next sixty (60) days but not yet executed. § 14.4.4 The Owner at any time shall be entitled to delete or terminate any portion of the Work at the Owner's convenience and without cause. (n the event of such termination, the Contractor shall only be entitled to receive payment for the Work executed prior to the notice of termination. ARTICLE 15 CLAIMS AND DISPUTES § 15.1 CLAIMS No extension of time shall be made to the Contractor because of hindrances oil delays from any cause which is the fault of the Contractor or the Contractor's Subcontractors or under Contractor's control. Only claims for extension of time shall be considered because of hindrances or delays out of the Contractors control, but only to the extent that the Substantial Completion or Final Completion of the Project exceeds the date established foil the Work. The Owner's City Council approval shall be required for any extension of time. No damage for such delay shall be paid to the Contractor foil the first fifteen (15) days of delays caused by the Owner, the Architect, or those within their control, but the Contractor shall be entitled to be paid reasonable additional Cost of Work arising out of such delay beyond fifteen (15) days. The Contractor shall only be entitled to time extensions per the terms of the Contract Documents, AIA Document A201 TO — 2007. Copyright ©1911, 1915, 19181 1925, 1937, 1951. 1958, 1961, 1963, 1966, 19700 1976, 1987. 1997 and 2007 by The American Inst. Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 49 reproduction or distribution of this AIA° Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the � maximum extent possible under the law. This document was produced by AIA software at 13:27:38 ET on 03/01/2019 under Order No.3780910300 which expires on 04/25/2019, and is not for resale. User Notes: (1396204357) § 15a1.1 DEFINITION A "Claim" is a demand or assertion by one of the parties seeking, as a matter of tight, payment of money, or other relief with respect to the Contract during its term. "Claim" also includes other disputes and matters in question between the Owner and the Contractor arising out of or relating to the Contract. The responsibility to substantiate Claims shall rest with the parry making the Claim. § 15.1,2 NOTICE OF CLAIMS Claims by either the Owner or the Contractor must be initiated by written 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 'vlaker. Claims by either party must be initiated within 21 days after occurrence of the event giving rise to such Claim or within 2l days after the claimant first recognizes the condition giving rise to the Claim, whichever is later. Notwithstanding the above, a party's duty to "recognize" an applicable "condition" as falling within this notice provision means that the party reasonably knew or should have known, in the exercise of due diligence, given the differing levels of knowledge, training and experience of the parties, respectively, that the condition is the basis of a claim under this Contract. § 15.1.3 CONTINUING CONTRACT PERFORMANCE 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, The Architect will prepare Change Orders and issue Certificates for Payment in accordance with the decisions of the Initial Decision Nlaker. § 15.1.4 CLAIMS FOR ADDITIONAL COST If the Contractor wishes to make a Claim for an increase in the Contract Sum, written notice as provided herein shall be given before proceeding to execute the Work. Prior notice is not required for Claims relating to an emergency endangering life or property arising under Section 10.4. § 15.1,5 CLAIMS FOR ADDITIONAL TIME § 15.1.5.1 Requests for time extension shall be submitted on a monthly basis and shall specify the time delay, the cause of the delay, and the responsible party for the delay, whether is the Contractor, the Owner, rain or other. No claims for damages for delay shall be made by the Contractor. Any claim not submitted under the terms of this Section shall be waived. Claims for increase in the Contract Time shall set forth in detail the circumstances that form the basis for the Claim, the date upon which each cause of delay begun to affect the progress of the Work and the number of days increase in the Contract Time claimed as a consequence of each such cause of delay. The Contractor shall provide such supporting documentation as the Owner may require including, where appropriate, a revised Construction Schedule indicating all the activities affected by the circumstances forming the basis of the Claim. § 15.1,5.2 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 treasonably anticipated and had an adverse effect on the scheduled construction. The Contractor shall not claim additional overhead or fees for weather related delays. § 15.1.6 CLAIMS FOR CONSEQUENTIAL DAMAGES The Contractor and the 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 darnages incurred by the Contractor for principal office expenses including the compensation of personnel stationed there, for losses of financing, business and reputation, and for loss of profit except anticipated profit arising directly from the Work. This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination in accorA ance with Article 14. Nothing contained in this Section 15.1.6 shall be deemed to preclude an award of liquidated damages, when applicable, in accordance with the requirements of the Contract Documents. AIA Document A201 T"' — 2007. Copyright ©1911. 1915. 1918, 1925, 1937, 1951. 1958, 1961. 1963, 1966. 1970, 1976, 1987, 1997 and 2007 by The American Init. Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright law and International Treaties. Unauthorized 50 reproduction or distribution of this AIA° Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the / maximum extent possible under the law. This document wasp o ce y AIA sof ware at 13:27'38 ET on 03/01/2019 under Order No.3780910300 which expires on 04/25/2019, and is not for resale. User Notes: (1396204357) § 15.2 INITIAL DECISIONIMEDIATION § 15.2.1 Any Claim arising out of or related to the Contract, except Claims relating to aesthetic effect, and except those waived under the terms of the Contract Documents, shall after written recommendation by the Architect or thirty (30) days after submission of the Claim to the Architect, be subject to mediation at the request of either party. The Owner and The Contractor expressly agree that mediation shall be a condition precedent to the initiation of any litigation arising out of such Claims. § 15.2.2 The parties shall endeavor to resolve their Claims by mediation. Requests for mediation shall be filed in writing with the other party to the Contract. Mediation shall be subject to and in accordance with Chapter 154 of the Texas Civil Practice & Remedies Code. ivlediation shall be conducted by a mutually -agreed-upon mediator. In the event that the parties are unable to agree on a mediator, then the mediation shall be conducted by JAMS at 8401 N. Central Expressway, Suite 610, Dallas, TX 75225 or another certified mediator agreed to by the Owner and the Contractor. § 15.2.3 The parties shall share the mediator's fee equally, and if any filing fee is required, shall shat•e said Fee equally. i�fediation shall be held within Collin County, unless another location is mutually agreed on by the parties. Agreements reached in mediation shall be reduced to writing, considered for approval by the Owner's City Council, signed by the parties if approved by the City Council, and if signed, shall thereafter be enforceable as provided by the laws of the State of Texas. EXECUTED this f. a day of /I�.�d, , 2019. By: Titlr CO\'TRACTOR: LEE LEWIS QON)pTRUCTtONI I: By: Fuf title: Senior Vice President AIA Document A201 rn, — 2007. Copyright ©1911. 1915.. 1918, 1925. 1937, 1951; 1958, 1961, 1963, 1966, 1970, 1976, 1987. 1997 and 2007 by The American Inst. Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized 51 reproduction or distribution of this AIA® Document, or any portion of it, may result in severe civil and criminal penakies, and will be prosecuted to the 1 maximum extent possible under the law. This document was produced by AIA software at 13:27:38 ET on 03/01 /2019 under Order No.3780910300 which expires on 04/25/2019, and is not for resale. User Notes: (1396204357) REQUEST FOR PROPOSALS FOR CONSTRUCTION MANAGER-AT-RISK SERVICES FOR A NEW MUNICIPAL COMPLEX CONSISTING OF A CITY HALL/POLICE BUILDING, CENTRAL FIRE STATION/FIRE ADMINISTRATION BUILDING & ASSOCIATED SITE WORK DATE OF ISSUE: November 1, 2018 NON-MANDATORY PRE-PROPOSAL MEETING November 9, 2018 DEADLINE FOR CLARIFICATIONS/QUESTIONS/ FINAL ADDENDUM: November 16, 2018 SUBMITTAL DATE: November 21, 2018 REQUEST FOR PROPOSAL CONSTRUCTION MANAGER AT RISK SERVICES FOR NEW MUNICIPAL COMPLEX CONSISTING OF A CITY HALL/POLICE BUILDING, CENTRAL FIRE STATION/FIRE ADMINISTRATION BUILDING & ASSOCIATED SITE WORK On Thursday, November 1, 2018, the City of Anna will post RFPs for Construction Manager at Risk services for a New Municipal Complex for the City of Anna, Texas consisting of a new City Hall/Police Building, a new Central Fire Station/Fire Administration Building and associated site work. Proposals will be accepted until 2:00 P.M. November 21, 2018, at which time they will be publicly opened and read following the deadline, at the City of Anna City Council Chambers located at 111 N. Powell Parkway, Anna, Texas. A Non-Mandatory Pre-Submittal Meeting will be held at 2:00 PM, November 9, 2018 at 111 N. Powell Parkway, Anna, TX 75409-0776 Please submit one (1) unbound original proposal and seven (7) bound copies of the proposal. The package should be clearly marked: “RFP – Construction Manager At Risk Services for a New City of Anna Municipal Complex”. If mailed, mail to: City of Anna Carrie Smith, City Secretary 111 N. Powell Parkway P.O. Box 776 Anna, TX 75409-0776 If mailing, please allow for time for delivery. Late submissions will not be considered. Proposals must be submitted with the respondent’s name and address clearly indicated on the front of the envelope. RESPONDENTS ARE STRONGLY ENCOURAGED TO CAREFULLY READ THE ENTIRE DOCUMENT PRIOR TO SUBMITTING A RESPONSE. THE DOCUMENT WILL BE AVAILABLE ON THE CITY’S WEBSITE AT: https://www.annatexas.gov/409/Purchasing-Services or by contacting the individual listed below. Questions regarding the RFP may be directed in writing only to: Carrie Smith, City Secretary csmith@annatexas.gov The City of Anna appreciates your time and efforts in preparing a proposal. Please note that all submissions must be received at the designated location by the deadline shown above. Proposals received after the deadline will not be considered for the award of the agreement and will be rejected. CITY OF ANNA CONSTRUCTION MANAGER AT RISK SERVICES FOR A NEW MUNICIPAL COMPLEX CONSISTING OF A CITY ADMINISTRATION, POLICE & FIRE COMPLEX WITH ASSOCIATED SITE WORK I. Introduction The City of Anna (“City”) is accepting proposals from qualifed construction firms to provide Construction Manager at Risk Services, necessary for the construction of the City of Anna’s New Municipal Administration, Police and Fire Complex (the “Project”), in accordance with the terms, conditions and requirements set forth in this Request for Proposal (“RFP”) and an agreement to be entered into between the City and the Contruction Manager at Risk (“CMAR”). This RFP provides interested firms with the information necessary to prepare and submit their qualifications, general conditions pricing, and fee for consideration. The CMAR shall assume the risk for construction of the Project, at the contracted price as a general contractor, and provide consulation to the City regarding construction during and after the design of the Project, in accordance with any and all applicable requirements of the Project and all applicable laws. Proposals are to be submitted in accordance with this RFP and the accompanying instructions. The successful CMAR will be required to enter into an agreement with City where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price. The agreement will also contain in more detail all relevant terms set forth in the RFP. It is the intention of the City of Anna to select a CMAR using a one-step selection process. II. Description of Project A. The Project is generally described as follows: A New Municipal Administration, Police and Fire Complex consisting of an estimated 37,423 GSF two-story City Administration/Municipal Court/Police Facility and a separate one-story freestanding approximately 15,900 GSF Central Fire Station/Fire Administration Building with associated site work. The new Municipal Complex will be built in the City of Anna, Collin County at the Municipal Complex site on the northeast corner of 7th Street and N. Powell Parkway in Anna, Texas (“Project Site”). B. Construction of the Municipal Complex located in Anna, Texas shall be as defined and described in the Drawings and Specifications to be prepared by the Architect for the Project. The City of Anna has retained the services of Randall Scott Architects, Inc. of Richardson, Texas (“Architect”) as the Architectural and Engineering firm to provide programming, design and construction administration services for the facility. C. The scope of work will be determined based on the final Drawings and Specifications prepared by Architect. The work may consist of, but is not necessarily limited to, the following: demolition, site clearing, excavation, fill, select fill and backfill, site utilities, concrete sidewalks, curbs and gutters, asphalt and concrete paving, rough and finish grading topsoil and seeding, concrete slab on grade and structural slab; stone, terra cotta, or masonry exterior veneer, structural steel or cast in place concrete frame (superstructure), metal deck, miscellaneous metals and metal fabrications; rough and finish carpentry, millwork and casework; dampproofing and waterproofing, caulking and sealants, thermal insulation, flashing and sheet metal, metal soffit panels, modified bitumen and standing seam metal roofing, solid core wood doors and frames, metal doors and frames, aluminum doors, windows and frames, prefinished aluminum door frames, glass and glazing, architectural hardware, accoustical ceilings, resilient/vinyl flooring and base, carpeting, metal studs and support systems, gypsum drywall, painting and special coatings, interior and exterior signage; metal louvers and miscellaneous specialities; fire protection; lighting protection; security features and systems; ADA compliant features; and mechancial, plumbing and electrical systems and other systems and construction to be specified in the architectural engineering construction documents. D. The CMAR will be responsible for the printing of Construction Documents as required for bidding and construction. The CMAR must publicly advertise, as prescribed for a govermental entity under Section 271.025 of the Texas Local Government Code and/or other applicable law, and receive bids or proposals from trade contractors or subcontractors for the performance of all major elements of the work, other than minor work that may be included in the general conditions, and review those bids with the City staff. If the CMAR wants to perform portions of the work itself, it must submit its bid or proposal in the same manner as all other trade contractors or subcontractors and City will determine which entity provides the best value to the City. E. The work does not include inspection services, the testing of construction material and the verification testing services necessary for City’s acceptance of the Project, which will be performed under a separate contract with an independent provider, as required by law. III. Project Schedule The selected CMAR will be expected to provide assistance to the City and the Architect during the architectural design phase, with the selection of the most cost effective building systems, constructability reviews, detailed cost estimating, value engineering recommendations, and scheduling services during the Preconstruction Phase to enable City to build the Project as described and depicted in the Drawings and Specificiations, for an amount not to exceed City’s Construction and Project Budgets, and to build the Project thereafter, as a CMAR for a Guaranteed Maximum Price that is less than or equal to City’s Construction Budget. The tentative Architectural/Engineering Design and Construction Documents Services Schedule for the Project (“Schedule”), starting with Schematic Design and ending with the release of Bid Documents is eight (8) months. This schedule is subject to change. The current estimate of the construction time for substantial completion of the Project is sixteen (16) months after the notice to proceed with construction. This Schedule may be adjusted as a result of negotations on proposals or preconstruction services by the CMAR. IV. Scope of Services The following describes the anticipated services expected during design and construction: • Manage the Guaranteed Maximum Price (GPM) Documentation; • Participate in the design process; • Provide pre-construction services including constructablity reviews, detailed cost estimating and value management services throughout the design process to help manage the budget; • Establish a realistic construction budget by preparing detailed construction cost estimates at each of the design phases of the project; • Prepare sub-contractor bid or proposal packages; • Conduct pre-bid meetings; • Receive bids and provide open book review process with City and Architect; • Prepare a Guaranteed Maximum Price for the City’s review and approval • Conduct award of contracts/purchase orders; • Provide coordination and management of sub-contractors; • Summarize monthly reports; • Provide change order and contigency funds control; • Establish a quality management program; • Provide for job safety functions; • Provide accounting functions; • Provide jobsite security functions; • Provide post construction services; • Provide value engineering services and management of construction schedule; • Attend Owner/Architect/Contractor meetings at the jobsite as required by the Owner; and • Attend pre-construction meeting(s) with City personnel and the Architect. In addition to general building construction, the Project elements shall include, but are not limited to the following: • Site demolition; • Earthwork; • Walkways, parking and drives; • Landscaping; • Irrigation system; • Utility extensions onsite; • Drainage systems onsite and offsite; • Electrical, mechancial, plumbing and structural elements of the building; • Communications systems; • Specialty work area systems; and • Security, Audio/Visual Communication and IT Systems This to include the installation of the pathway (i.e. conduits, cable trays, J-boxes, etc) The construction contract may also include, cabling, equipment racks, and terminations for these systems and the specific equipment for these systems (i.e. video monitors, interactive boards, projectors, amplifiers, etc.). Services are expected to commence upon final execution of written agreement between the CMAR and the City, which will occur within thirty (30) days from the selection of a succesful construction firm. The Project time frame will be coordinated with the selected firm and the City’s Architect. V. Total Estimated Budgets & Scope The Construction Cost Limitation (CCL) inclusive of parking, landscaping and irrigation is estimated to be approximately $14,437,500 for the two story City Administration/Police Facility and $5,749,800 for the one story Central Fire Station/Fire Administration Building or a total CCL of $20,187,300 including all associated site work. The Total Project Cost (TPC) including the CCL, furniture, fixtures and equipment (FF&E), related soft costs, design fees, regulatory and permitting fees, geotech investigation, site survey, environmental studies, materials testing and project contingencies is estimated to be approximately $25,839,744. VI. Bond Requirements and Liquidated Damages A. Bid bond: Each Proposal submitted shall be accompanied by a cashier’s check in the amount of five percent (5%) of the estimated construction costs, payable without recourse to the City of Anna, or a Bid Bond in the same amount from a reliable surety company as a guarantee that, if awarded the contract, the Proposer will execute a Constructon Agreement with the City, as discussed in Section I, including all required bonds and other documents. The City of Anna may alternatively accept a letter from a surety company, verifying the contractor’s ability and agreement to provide payment and performance bonds for the construction phase of the Project. B. Payment and Performance Bonds: Payment and Performance Bonds for the performance of the Work, and for payment of those who provide labor or materials, will be required within ten (10) days after CMAR executes the contract. Each bond shall be in an amount equal to 100% of the Estimated Total Project Cost as described in Section V. If and when the City and CMAR agree on a Guaranteed Maximum Price, the CMAR may obtain substitute Payment and Performance Bonds, each in the amount of 100% of the Guaranteed Maximum Price, within five (5) days after the Amendment to the Contract is signed that establishes the Guaranteed Maximum Price. C. Maintenance/Warranty Bond: The successful firm shall furnish a Maintenance/Warranty Bond in the amount of 100% of the contract sum covering defect of material and workmanship for two (2) calendar years following the City’s approval and acceptance of the construction. D. An approved surety company, licensed in the state of Texas, shall issue all bonds in accordance with Texas law and as required under applicable City ordinance. E. LIQUIDATED DAMAGES FOR FAILURE TO COMPLETE ON TIME: Respondent hereby acknowledges that the award of the contract includes the requirement to timely commence the work on the Project in accordance with the Contract Documents. Respondent hereby further agrees to pay to City as liquidated damages the applicable sum quoted below, for each calendar day in excess of the time set forth for completion of the Project, all as more fully set forth in the general conditions of the Contract Documents. The time of completion is of the essence for the Project. For each day that any work shall remain uncompleted after the time specified in the Contract Documents, or the increased time granted by the City, or as equitably increased by additional work or materials ordered after the Contract Documents are executed, the sum per day given in the following schedule, unless otherwise specified in the special provisions, shall be deducted from the monies due from the City: AMOUNT OF CONTRACT AMOUNT OF LIQUIDATED DAMAGES Less than $25,000.00 $100.00 Per Day $25,000.00 to $99,999.99 $150.00 Per Day $100,000.00 to $499,999.99 $200.00 Per Day $500,000.00 to $1,000,000.00 $250.00 Per Day More than $1,000,000.00 (sliding scale) $350 Per Day first 30 days; $400 Per Day 31-60 days; $500 Per Day 90 days and beyond The sum of money thus deducted for such delay, failure or non-completion is not to be considered as a penalty, but shall be deemed, taken and treated as reasonable liquidated damages, per day that the default shall continue after the time stipulated in the Contract Documents for completing the work. The said amounts are fixed and agreed upon because of the impracticability and extreme difficulty of fixing and ascertaining the actual damages that the City in such event would sustain; and said amounts are agreed to be the amounts of damages which the City would sustain and which shall be retained from the monies due, or that may become due, under the Contract Documents; and if said monies be insufficient to cover the amount owing, then the surety shall pay any additional amounts due. Notwithstanding the foregoing, in the event that the actual damages incurred by the City exceed the amount of liquidated damages, the City shall be entitled to recover its actual damages. VII. Insurance All respondents must submit, with the RFP, proof of insurance coverage as stipulated in Exhibit A. Proof shall be by submission of copies of current policies or current Certificates of Insurance, including the effective dates of coverage. Any provisions outlined in Exhibit A will be required of the successful firm only. VIII. Anti-Collusion In submitting an offer, Respondent certifies that they have not participated in nor have they been party to any collusion, price fixing or any other illegal or unethical agreements with any company, firm or person concerning the pricing offered. IX. No Prohibited Interest Respondent acknowledges awareness of the laws, City Charter, and City Ethics Ordinance regarding conflicts of interest and required disclosures. No officer, employee or agent of the City of Anna shall participate in the negotiation, selection, discussion, award or administration of a contract or procurement supported by public funds if: 1) that individual has a substantial interest in a person or entity, as defined by the City’s Code of Ordinances and/or Chapter 171 of the Texas Local Government Code, that is the subject of the contract or procurement; or 2) a conflict of interest, either real or apparent, would be involved, as defined therein. X. Non-Resident Bidders/No Israel Boycott Texas Government Code, Chapter 2252, Texas law prohibits city and governmental units from awarding contracts to a non-resident bidder/proposer unless the amount of such bid is lower than the lowest bid by a Texas resident by the amount a Texas resident would be required to underbid the non-resident bidder/proposer on a bid/proposal for goods and services in the non-resident bidder’s state. Texas Government Code, Chapter 2270 prohibts a governmental entity from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. XI. Submittals Submit one (1) unbound original (to facilitate reproduction as necessary) and seven (7) spiral bound or semi-permanent binding method hard copy response to the RFP. You may include other documentation or information beyond what is requested, but the use of this information during the evaluation is at the sole discretion of the City. In order for your RFP to be considered responsive, the following information must be submitted in the order outlined below: A. Outside cover should be titled “Proposal to Provide Construction Manager At Risk Services for the City of Anna’s New Municipal Administration, Police and Fire Complex”. B. Table of Contents. C. Transmittal Letter: Include a short transmittal letter. The transmittal letter shall: 1. Summarize why the Respondent believes itself to be the most highly qualified firm for this Project. 2. Include a statement granting the City and its representatives authorization to contact any previous client of the Respondent (or a Respondent’s Team Member) for the purposes of ascertaining an independent evaluation of the Respondent’s or a Respondent’s Team member’s performance. 3. At least one copy of the transmittal letter must have the originial signature of an officer of the principal responding firm. D. Firm Description 1. The City Hall portion of this Municipal Complex is a high quality project with a unique design and very high quality finishes inside and out. The City is interested in selecting a CMAR with experience in this type of high quality of construction. Please convince us in your firm description that your firm has the experience and understanding of similar high quality projects to complete such a project for the City of Anna. 2. Include a complete narrative description of the Respondent’s firm (or firms, if the Respondent is comprised of a team of firms). Information should include: a. The Respondent’s area of construction management specialization; b. Firm history; c. Location of home and branch offices; d. Names of the principal officers of the firm; and e. Proof of financial stability. 3. Include a simple organization chart showing how the Respondent, if selected as the CMAR, would organize its personnel for the Project. E. Key Professionals 1. Identify the key professionals of your team that would be involved in the Project and describe their area of expertise and what role they will perform on the construction management team. 2. The City Hall in particular is a high quality/high finish building type requiring the expertise of individuals having constructed similar quality projects in the past. Please delineate the experience your firm’s proposed team members have with relevant high quality/high finish projects. 3. Provide resumes of any person identified as a key professional. The resumes should contain the following: a. Name; b. Educational background; c. Professional qualifications; d. Employment history; e. A list of relevant projects in which the person has been invovled and a name/phone number of a representative of any project cited that can be contacted for a reference; and f. Other information you believe to be relevant. 4. A statement by the respondent that the personnel listed in this proposal will not change without the written consent of the City of Anna. F. Philosophy and Approach Provide a narrative outlining the following: 1. The firm’s design philosophy and approach to construction in general. 2. Clear understanding of the functional and operational aspect of municipal government and its role in society. 3. Use of processes that creatively engage City staff and other stakeholders in all stages of design. 4. Commitment to developing an energy efficient and healthy building. 5. Safety record stated in terms of the firm’s EMR and a narrative describing the firm’s Safety Program. G. Relevant Project Experience Outline the Respondent’s relevant experience for the following: 1. Prior Construction Manager at Risk experience with project(s) of similar scale and complexity. 2. Prior experience with public sector clients for projects of similar scale and complexity. 3. History of effective schedule and budget management for projects of similar scale and complexity. 4. List of active projects and phase of each project. 5. List no more than six (6) relevant projects. A relevant project is one which best exemplifies your qualifications for this Project, and should include the following: a. Project description; b. Type of building(s); c. Project location; d. Total project cost including the original GMP and total final cost including change orders; e. Project delivery method; f. Services your firm provided; g. Proposed team members for this project that were actually involved in the project and their specific role on the project; h. A statement regarding whether the project was completed on time and within the original GMP provided to the Client (include the reasons why if it was not on time or within the GMP); and i. Illustrative photographs or renderings of the project. 6. Firm’s overall bonding capacity. 7. Percentage of bonding capacity currently under contract vs. remaining availability for this project. H. Proposal Form and Allowable General Conditions Worksheet ESTABLISHMENT OF GUARANTEED MAXIMUM PRICE: The design team will issue the GMP Pricing Documents at approximately the 50%-75% completion stage of the Construction Documents; The GMP Pricing Documents will generally include a base bid scope of work and add alternates, which the Design Team will agree upon with the City and CMAR to assist in managing the project cost. Upon receipt of the CMAR’s GMP Pricing, the Design Team will work with the City and CMAR to make final adjustments to the Project scope and construction documents to reconcile the Project scope and GMP pricing. Once the scope and GMP pricing are reconciled, the Design Team will complete the 100% Construction Document and issue them to the CMAR for final buyout pricing. I. References Please provide at least five (5) verifiable references for which your firm has performed same or similar projects. Please verify that the contacts listed as references are still at the firm and that the contact information provided is accurate before submitting them. We suggest you contact them prior to submitting their information to ensure an objective reference will be proferred on your behalf. J. Additional Information a. Additional information the firm believes will help aid in selection; b. Proof of insurance coverage as indicated in Section VII; c. Bid bond; and d. Certification Form. XII. Evaluation Criteria A review committee or a duly authorized designee will evaluate submissions received in accordance with the general criteria defined herein. Failure of Respondents to provide in their submission any information requested in this RFP may result in disqualification of the firm’s submission. The objective is to select the CMAR that is the best value (qualifications and price) to service the City’s needs. The decision made by the City will be final. The City reserves the right to reject all proposals. The CMAR selection will be made based on the following evaluation criteria: A. Firm Description including expereince and understanding of CMAR (10%); B. Key Professionals and qualification of individuals assigned to the Project (10%); C. Philopshy and approach with regard to the firm’s overall ability to meet the City’s objectives (includes customer service, dealing with conflict, resolving issues, value engineering, and cost containment) (10%); D. Relevant project experience with same or similar facility construction and firm capacity (10%); E. Relevant references in responsible charge possessing direct knowledge (10%); and F. Cost Proposal (50%) 1. Proposed fee for pre-construction services, 2. Proposed fee for construction services, 3. Cost and extent of general conditions, 4. Any and all other costs. XIII. Interviews and Presentations In fairness to all firms, requests for interviews prior to the closing time and date will not be permitted. The City will use an evaluation panel or duly authorized designee to evaluate the submittals. The review of the submitted materials will be one part of the selection process utilized by the City, together with the interview if the City so chooses to conduct interviews. Direct selection may be made strictly from the information provided in the RFP. However, the City reserves the right to conduct interviews with and request presentations from any, or none, of the Respondents. XIV. Selection and Award If the City is unable to reach an agreement with the first ranked Respondent, the City shall terminate further discussions with the first-ranked Respondent, and commence negotiations with the next-ranked Respondent, in the order of the selection ranking until an agreement is reached, or all Proposals are rejected. Time is of the essence, and the award of the contract to the successful Respondent is expressly conditioned upon: (1) the Respondent’s execution and delivery of the Contract Documents and a written contract with the City including all terms acceptable to the City within thirty (30) calendar days, and delivery of all required bonds and evidence of insurance within ten (10) calendar days after the successful Respondent is notified of the acceptance of its Proposal, and (2) the Respondent’s timely fulfillment of any and all other preconditions expressly set forth in the Contract Documents. Should the Respondent fail to timely execute and deliver the contract, required bonds, evidence of insurance, or fail to timely fulfill any other such preconditions, the City may, at its option and discretion, without releasing, impairing or affecting its right to recieive the proposal security as damages for such failures, rescind the award, commence negotiations with the next ranked Responder, or reject all Proposals. There will be no contractual obligations on the part of the City to any Responder, nor will any Responder have any property interest or other right in the contract or work being proposed unless and until the written agreement is unconditionally executed and delivered by all parties, all submittals required by the Proposal Document and agreement and all conditions to be fulfilled by the Responder have either been so fulfilled by the Responder or waived in writing by the City, as applicable. With regard to inquiries, Do not contact the City or elected officials during the selection process after the submittal date to make inquiries about the progress of this selection process. Doing so shall be grounds for exclusion from the selection process. Respondents will be contacted when it is appropriate to do so. XV. Submission FACSIMILE, INTERNET OR EMAIL TRANSMITTALS SHALL NOT BE BE ACCEPTED. Delivery of Proposals: One (1) unbound original (to facilitate reproduction as necessary) and seven (7) spiral bound or semi-permanent binding method hardcopies of the Proposal shall be sealed and delivered to: City of Anna Attn: Carrie Smith, City Secretary 111 N. Powell Pkwy. Anna, TX 75409 The package should be clearly marked: “Proposal to Provide Construction Manager At Risk Services for the City of Anna’s New Municipal Administration, Police and Fire Complex”. Proposals will be publicly opened and read following the deadline of submittal November 21, 2018, at 2:00 PM. XVI. Questions, Clarifications, and Intrepretation of Documents Responders may request clarifications or interpretation of Proposal Documents. Any such request must be submitted in writing to Ms. Carrie Smith, City Secretary at the following email address csmith@annatexas.gov by November 16, 2018 by 5:00 p.m. CDT. No questions will be answered over the phone. Questions will only be accepted until the stated deadline. Interpretations, corrections and/or changes of or to the Proposal Documents will be made by City in the form of a written addendum. Addenda may be obtained from the City website at: https://www.annatexas.gov/409/Purchasing-Services It is the vendor’s responsibility to check the City website for addenda. Any interpretations, corrections or changes of or to the Proposal Documents made in any other manner, will not be binding upon the City, and Responders may not rely upon them. Any discrepancy or conflict with the Proposal Documents or the Contract Documents shall be brought to the Attention of the Architect and the City. Discrepancies or conflicts not brought to Architect’s and City’s attention and clarified during the Proposal process for the Project will be deemed to have been priced in the more costly manner or difficult manner, and the better quality or greater quantity of the Work shall be provided by the CMAR in accordance with the Architect’s interpretation. XVII. Additional Instructions, Notifications, and Information A. No Gratuities – Respondents shall not offer any gratuities, favors, or anything of monetary value to any official or employee of the City for the purpose of influencing this selection. Any attempt by the Respondent to influence the selection process by any means, other than disclosure of qualifications and credentials through the proper channels, shall be grounds for exclusion from the selection process. B. All Information True – Respondent represents and warrants to the City that all information provided in the response shall be true, correct and complete. Respondents who provide false, misleading, or incomplete information, whether intentional or not, in any of the documents presented to the City for consideration in the selection process shall be excluded. C. Confidential Material – Any material that is to be considered as confidential in nature must be clearly marked as such and will be treated as confidential by the City to the extent allowed by law. Submission of information relative to this RFP shall not be released by the City during qualification evaluation process or prior to contract award. Proposers are advised that the confidentiality of their qualifications will be protected to the extent permitted by law. Proposers are advised to consider the implications of the Texas Open Records Act, particularly after the qualification process has ceased and the contract has been awarded. Trade secrets and any material that is considered as confidential in nature must be clearly marked and identified as such by the consultant at the time of proposal submittal and will be treated as confidential by the City to the extent allowed by the Texas Local Government Code Chapter 252.049 and the Texas Open Records Act. The final decision as to what information must be disclosed, however, lies with the Texas Attorney General. Failure to identify proprietary/confidential information will result in all unmarked sections being deemed non- proprietary upon public request. D. Qualifications Opening – So as to avoid disclosure of the contents to competing offerors, qualifications shall be kept secret during negotiations. All qualifications shall be open for public inspection after the contracts are awarded, with the exception of trade secrets and confidential information contained in the qualification and identified by the proposer as such to the extent allowed by law. E. Inquiries – Do not contact the City or elected officials during the selection process after the submittal date to make inquiries about the progress of this selection process. Doing so shall be grounds for exclusion from the selection process. Respondents will be contacted when it is appropriate to do so. City of Anna Proposal Form Construction Manager at Risk for the City of Anna’s NEW MUNICIPAL COMPLEX CONSISTING OF A CITY HALL/POLICE BUILDING, CENTRAL FIRE STATION/FIRE ADMINISTRATION BUILDING & ASSOCIATED SITE WORK Having examined the request for Proposal, the Responder will furnish Construction Manager at Risk services as required for this Project as follows: Pre-Construction Fee, Fee and General Conditions shall be based on the following estimated Construction Cost Limitation (CCL) for this Project: 1. Pre-Construction Fee: To include personnel expenses, project estimates, preliminary project schedules, value engineering, constructability reviews, pre-planning, overhead and profit, and other services through the pre-construction phase of the Project. $___________________________ 2. Construction Phase Services Fee: Identify a Construction Phase Services Fee as a percentage of the construction budget for all home office expenses, and any other expenses not included in the Allowable General Conditions Worksheet, including all overhead and profit. %___________________________ 3. Not-to-Exceed General Conditions Costs: Using a Project Schedule of 16 months for the Project, identify General Conditions Cost using allowable General Conditions in the worksheet on the following page. $____________________________ EXHIBIT A INSURANCE REQUIREMENTS CONSTRUCTION SERVICES Services for construction projects, including but not limited to: General Contractors, Demolition Contractors, Utility Contractors, Building Contractors, Street and Road Contractors, etc. The chosen firm (“Contractor”) shall procure and maintain for the duration of the contract, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the vendor, his agents, representatives, employees or subcontractors. The cost of such insurance shall be included in the bid. A certificate of insurance meeting all requirements and provisions outlined herein shall be provided to the City prior to any services being performed or rendered. Renewal certificates shall also be supplied upon expiration. A. MINIMUM SCOPE OF INSURANCE Coverage shall be at least as broad as: 1. ISO Form Number GL 00 01 (or similar form) covering Comprehensive General Liability. “Occurrence” form only, “claims made” forms are unacceptable. 2. Workers Compensation insurance as required by the Labor Code of the State of Texas, including Employers’ Liability Insurance. 3. Automobile Liability as required by the State of Texas, covering all owned, hired, or non-owned vehicles. Automobile Liability is only required if vehicle(s) will be used under this contract. B. MINIMUM LIMITS OF INSURANCE Contractor shall maintain throughout contract limits not less than: 1. Commercial General Liability: $1,000,000 per occurrence / $4,000,000 in the aggregate for third party bodily injury, personal injury and property damage. Policy will include coverage for: a. Premises / Operations b. Broad Form Contractual Liability c. Products and Completed Operations d. Personal Injury e. Broad Form Property Damage f. Explosion Collapse and Underground (XCU) Coverage. 2. Workers Compensation and Employer’s Liability: Workers Compensation limits as required by the Labor Code of the State of Texas and Statutory Employer’s Liability minimum limits of $1,000,000 per injury, $1,000,000 per occurrence, and $1,000,000 per occupational disease. 3. Automobile Liability: $2,000,000 Combined Single Limit. Limits can only be reduced if approved by the City. Automobile liability shall apply to all owned, hired and non-owned autos. 4. Builders’ Risk Insurance: Completed value form, insurance carried must be equal to the completed value of the structure. City shall be listed as Loss Payee. 5. $10,000,000 Umbrella Liability Limit that follows form over underlying Automobile Liability, General Liability, and Employers Liability coverages. C. DEDUCTIBLES AND SELF-INSURED RETENTIONS Any deductible or self-insured retentions in excess of $10,000 must be declared to and approved by the City. F. OTHER INSURANCE PROVISIONS The policies are to contain, or be endorsed to contain the following provisions: 1. General Liability and Automobile Liability Coverages: a. The City, its officers, officials, employees, boards, commissions and volunteers are to be added as “Additional Insureds” relative to liability arising out of activities performed by or on behalf of the contractor, products and completed operations of the contractor, premises owned, occupied or used by the contractor. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, officials, employees or volunteers. b. The contractor’s insurance coverage shall be primary insurance in respects to the City, its officers, officials, employees and volunteers. Any insurance or self- insurance maintained by the City, its officers, officials, employees or volunteers shall be in excess of the contractor’s insurance and shall not contribute with it. c. Any failure to comply with reporting provisions of the policy shall not affect coverage provided to the City, its officers, officials, employees, boards, commissions or volunteers. d. The contractor’s insurance shall apply separately to each insured against whom the claim is made or suit is brought, except to the limits of the insured’s limits of liability. 2. Workers Compensation and Employer’s Liability Coverage: The insurer shall agree to waive all rights of subrogation against the City, its officers, officials, employees and volunteers for losses arising from work performed by the contractor for the City. 3. All Coverages: Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled or non-renewed by either party, reduced in coverage or in limits except after 30 days written notice to the City for all occurrences, except 10 days written notice to the City for nonpayment. E. ACCEPTABILITY OF INSURERS The City requires that Insurance be placed with insurers with an A.M. Best’s rating of no less than A- VI, or better. G. VERIFICATION OF COVERAGE Contractor shall provide the City with certificates of insurance indicating coverage’s required. The certificates are to be signed by a person authorized by that insurer to bind coverage on its behalf. Certificates of Insurance similar to the ACORD Form are acceptable. City will not accept Memorandums of Insurance or Binders as proof of insurance. The City reserves the right to require complete, certified copies of all required insurance policies at any time. BID BOND STATE OF TEXAS ) ) COUNTY OF COLLIN ) KNOW ALL MEN BY THESE PRESENTS, that we, the undersigned, _______________________________, whose address is ________________________________, hereinafter called Principal, and _______________________________, a corporation organized and existing under the laws of the State of _________________________, and fully licensed to transact business in the State of Texas, as Surety, are held and firmly bound unto the City of Anna, a home-rule municipal corporation organized and existing under the laws of the State of Texas, hereinafter referred to as “City,” in the penal sum of $778,750 as the proper measure of liquidated damages arising out of or connected with the submission of a Proposal for the construction of a public work project, in lawful money of the United States, to be paid in Collin County, Texas, for the payment of which sum well and truly to be made, we bind ourselves, our heirs, executors, administrators and successors jointly and severally, firmly by these presents. The condition of the above obligation is such that whereas the Principal has submitted to City a certain Proposal, attached hereto and hereby made a part hereof, to enter into a contract in writing, for the construction of: CONSTRUCTION MANAGER AT RISK SERVICE FOR CITY OF ANNA NEW MUNICIPAL COMPLEX CONSISTING OF A CITY HALL/POLICE BUILDING, CENTRAL FIRE STATION/FIRE ADMINISTRATION BUILDING & ASSOCIATED SITE WORK NOW, THEREFORE, if the Principal’s Proposal shall be rejected or, in the alternative, if the Principal’s Proposal shall be accepted and the Principal shall execute and deliver a contract in the form of the Contract attached hereto (properly completed in accordance with said Proposal) and shall furnish performance, payment and maintenance bonds required by the Contract Documents for the Project and provide proof of all required insurance coverages for the Project and shall in all other respects perform the agreement created by the acceptance of said Proposal, then this obligation shall be void, otherwise the same shall remain in force and affect; it being expressly understood and agreed that the liability of the Surety for any breech of condition hereunder shall be in the face amount of this bond and forfeited as a proper measure of liquidated damages. PROVIDED FURTHER, that if any legal action were filed on this Bond, Texas law shall apply exclusive venue shall lie in Collin County, Texas. AND PROVIDED FURTHER, the Surety, for value received, hereby stipulates and agrees that the obligations of said Surety and its bond shall be in no way impaired or affected by an extension of the time within which the City may accept such Proposal; and said Surety does hereby waive notice of any such extension. The undersigned and designated agent is hereby designated by the Surety herein as the Resident Agent in Collin County to whom any requisite notices may be delivered and on whom service of process may be had in matters arising out of such suretyship, as provided by applicable law. IN WITNESS WHEREOF, this instrument is executed in six (6) copies, each one of which shall be deemed an original, this, the _____________ day of _______________________, 20___. ATTEST: PRINCIPAL: _______________________________________ Company Name By: ___________________________________ By: ____________________________________ Signature Signature ______________________________________ _______________________________________ Typed/Printed Name Typed/Printed Name ______________________________________ _______________________________________ Title Title ______________________________________ _______________________________________ Address Address ______________________________________ _______________________________________ City State ZIP City State ZIP ______________________________________ _______________________________________ Phone Fax Phone Fax ATTEST: SURETY: _______________________________________ Company Name By: ___________________________________ By: ____________________________________ Signature Signature of Attorney in Fact ______________________________________ _______________________________________ Typed/Printed Name Typed/Printed Name of Attorney in Fact ______________________________________ _______________________________________ Title Title ______________________________________ _______________________________________ Address Address ______________________________________ _______________________________________ City State ZIP City State ZIP ______________________________________ _______________________________________ Phone Fax Phone Fax The Resident Agent of the Surety in Collin County, Texas, for delivery of notice and service of the process is: NAME: ___________________________________________ STREET ADDRESS: __________________________________ CITY, STATE, ZIP: ___________________________________ NOTE: If Resident agent is not a corporation, give a person’s name. CITY OF ANNA REQUEST FOR PROPOSAL CERTIFICATION FORM COMPANY INFORMATION The following information must be provided in its entirety for your submission to be considered: Company Name: __________________________________________________________________________ Principal Place of Business Address: ___________________________________________________________ Principal Place of Business City, State, ZIP: ______________________________________________________ Principal Place of Business Phone: _____________________________________________________________ Principal Place of Business Fax Number: ________________________________________________________ Remittance Address (if different from above): ___________________________________________________ Remittance City, State, ZIP: ___________________________________________________________________ Tax Identification Number: ___________________________________________________________________ ADDENDUMS If an addendum to this RFP is issued, acknowledge addendum by initialing beside the addendum number: Add. No. 1 ________ Add. No. 2 ________ Add. No. 3 ________ Add. No. 4 ________ Add. No. 5 ________ CERTIFICATION The undersigned hereby certifies that he/she represents the Company, has authority to sign on behalf of the Company, understands the scope of work, has read the document in its entirety and that the information submitted has been carefully reviewed and is submitted as correct and final. If selected, Company further certifies and agrees to furnish any or all services in accordance with the terms and conditions contained herein; to willfully enter into negotiations; and to faithfully execute an agreement with the City of Anna upon successful negotiations. The individual signing this RFP certifies that he/she is a legal agent of the Company, authorized to submit on behalf of the Company, and is legally responsible for the decisions as to the supporting documentation provided. Authorized Representative: ________________________________________ ___________________ Signature Date ________________________________________ Printed Name ________________________________________ Title ________________________________________ Email Address Allowable General Conditions Worksheet Below is a list of Allowable General Conditions for the construction of the City of Anna Municpal Complex. List all project management, bonds, insurance, field office and office supplies costs for the Project below and enter the total as the ‘Not-To- Exceed General Conditions Costs’ as No. 3 on the Proposal Form. General Conditions Description Quan tity Unit Cost $/Unit Including All Burden, Insurance, Etc. Total On Site Project Management Project Executive MO Project Manager MO Superintendent(s) MO Assistant Superintendent(s) MO Project Engineer(s) MO Project Expeditor MO Project Scheduler MO Project Support Staff MO Cost Estimator MO Bonds and Insurance All Insurance including Builder’s Risk LS Payment, Performance and Maintenance Bonds LS Temporary Project Construction and Utilities for CM Staff Dumpsters for CM Staff MO Monthly Internet & Telephone Service MO Project Water MO Temporary Toilets MO Temporary Fire Protection MO Telephone System Installation LS Electricity MO Field Equipment Jobsite Trailer(s) MO Job Photos and Videos MO Project Signage LS Postage and Deliveries MO Mobilization for Office Trailers LS Monthly Jobsite Office Equip. Rental MO Storage Trailers MO Crane Erection and Rental MO Vehicles including Fuel, Maintenance and Insurance MO Safety Equipment MO First Aid Supplies MO Job Office Supplies MO Janitorial Supplies MO Project Computers and Software MO Project Fencing MO Security Personnel/Equipment MO Communications Equipment MO Advertising MO Small Tools Purchase and Rentals LS TOTAL GENERAL CONDITIONS