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HomeMy WebLinkAboutContract 63841CSC No. 63841 AIA Document A133- - 2019 Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price AGREEMENT made as of the « 29 » day of « July » in the year « 2025 » (In words, indicate day, month, and year) BETWEEN the Owner: (Name, legal status, address, and other information) The City of Fort Worth, Texas » ATTN: Nikita Watts » 100 Fort Worth Trail » Fort Worth, TX 76102 » 1 M and the Construction Manager: (Name, legal status, address, and other information) Steele Freeman, Inc. 1301 Lawson Road» Fort Worth, TX 76131 k. for the following Project: (Name, location, and detailed description) MLK Replacement (HUB) & Pool » 5565 Truman Drive» Fort Worth, TX 76112» The Architect: (Name, legal status, address, and other information) «Harrison Komberg c rtects» 3800 Buffalo Speedway, STE 550» Houston, TX 77098» V ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AIA Document A201''"-2017, General Conditions of the Contract for Construction, is adopted in this document by reference. Do not use with other general conditions unless this document is modified. ELECTRONIC COPYING of any portion of this AIA® Document to another electronic file is prohibited and constitutes a violation of copyright laws as set forth in the footer of this document. AIA Document A133- - 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used 1 without permission. This draft was produced by AIA software at 21:12:43 ET on 06/04/2020 under Order No.7695426772 which expires on 04/30/2021, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. user Notes: (1785016114) The Owner and Construction Manager agree as follows. TABLE OF ARTICLES 1 INITIAL INFORMATION 2 GENERAL PROVISIONS 3 CONSTRUCTION MANAGER'S RESPONSIBILITIES 4 OWNER'S RESPONSIBILITIES 5 COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES 6 COMPENSATION FOR CONSTRUCTION PHASE SERVICES 7 COST OF THE WORK FOR CONSTRUCTION PHASE 8 DISCOUNTS, REBATES, AND REFUNDS 9 SUBCONTRACTS AND OTHER AGREEMENTS 10 ACCOUNTING RECORDS 11 PAYMENTS FOR CONSTRUCTION PHASE SERVICES 12 DISPUTE RESOLUTION 13 TERMINATION OR SUSPENSION 14 MISCELLANEOUS PROVISIONS 15 SCOPE OF THE AGREEMENT EXHIBIT A GUARANTEED MAXIMUM PRICE AMENDMENT EXHIBIT B INSURANCE AND BONDS AIA Document A133- - 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used 2 without permission. This draft was produced by AIA software at 21:12:43 ET on 06/04/2020 under Order No.7695426772 which expires on 04/30/2021, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents° Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1785016114) ARTICLE 1 INITIAL INFORMATION § 1.1 This Agreement is based on the Initial Information set forth in this Section 1.1. (For each item in this section, insert the information or a statement such as "not applicable" or "unknown at time of execution.') § 1.1.1 The Owner's program for the Project, as described in Section 4.1.1: (Insert the Owner's program, identify documentation that establishes the Owner's program, or state the manner in which the program will be developed.) § 1.1.2 The Project's physical characteristics: (Identify or describe pertinent information about the Project's physical characteristics, such as size; location; dimensions; geotechnical reports; site boundaries; topographic surveys; traffic and utility studies; availability of public and private utilities and services; legal description of the site, etc) «Will provide during Design Phases d Final Specificatiofond constructio § 1.1.3 The Owner's budget for the Guaranteed Maximum Price, as defined in Article 6: (Provide total and, if known, a line item breakdown) § 1.1.4 The Owner's anticipated design and construction milestone dates: .1 Design phase milestone dates, if any: Design Development — August 2025 Construction Document — February 2026, Pennittin� —March — May 2026 .2 Construction commencement date: .3 Substantial Completion date or dates: .4 Other milestone dates: § 1.1.5 The Owner's requirements for accelerated or fast -track scheduling, or phased construction, are set forth below: (Identify any requirements for fast -track scheduling or phased construction) § 1.1.6 The Owner's anticipated Sustainable Objective for the Project: (Identify and describe the Owner's Sustainable Objective for the Project, if any) «None § 1.1.6.1 If the Owner identifies a Sustainable Objective, the Owner and Construction Manager shall complete and incorporate AIA Document E234Tm-2019, Sustainable Projects Exhibit, Construction Manager as Constructor Edition, into this Agreement to define the terms, conditions and services related to the Owner's Sustainable Objective. If E234— AIA Document A133- - 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This draft was produced by AIA software at 21:12:43 ET on 06/04/2020 under Order No.7695426772 which expires on 04/30/2021, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents° Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1785016114) 2019 is incorporated into this agreement, the Owner and Construction Manager shall incorporate the completed E234- 2019 into the agreements with the consultants and contractors performing services or Work in any way associated with the Sustainable Objective. § 1.1.7 Other Project information: (Identify special characteristics or needs of the Project not provided elsewhere) None § 1.1.8 The Owner identifies the following representative in accordance with Section 4.2: (List name, address, and other contact information) • Jackson Jones, Construction Superintendent Jackson.Jones@fortworthtexas.gov » «Nikita Watts, Sr. Capital Project Officer Nikita.Watts@fortworthtexas.gov» • Brian Glass, Assistant Director Brian.Glas@fortworthtexas.gov » «» § 1.1.9 The persons or entities, in addition to the Owner's representative, who are required to review the Construction Manager's submittals to the Owner are as follows: (List name, address and other contact information) «None » § 1.1.10 The Owner shall retain the following consultants and contractors: (List name, legal status, address, and other contact information.) .1 Geotechnical Engineer: o Provided by Architect » .2 Civil Engineer: «Provided by Architect » .3 Other, if any: (List any other consultants retained by the Owner, such as a Project or Program Manager.) § 1.1.11 The Architect's representative: (List name, address, and other contact information) James Harrison, Harrison@harrisonkornberg.com» • Ben Sauceda, Sr. Associate, Project Manager bsauceda@harrisonkornberg.com» • Shreya Patel, Sr. Associate, Project Architect spatel@harrisonkomberg.com » § 1.1.12 The Construction Manager identifies the following representative in accordance with Article 3: (List name, address, and other contact information) • Michael Freeman, President Mfreeman@steelefreeman.com » • Reilly Freeman, VP Finance Rfreeman@steelefreeman.com » • Brian Hennington, Sr. Project Manager Bhennington@steelefreeman.com» AIA Document A133- - 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This draft was produced by AIA software at 21:12:43 ET on 06/04/2020 under Order No.7695426772 which expires on 04/30/2021, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents° Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1785016114) § 1.1.13 The Owner's requirements for the Construction Manager's staffing plan for Preconstruction Services, as required under Section 3.1.9: (List any Owner -specific requirements to be included in the staffing plan) o None >> § 1.1.14 The Owner's requirements for subcontractor procurement for the performance of the Work: (List any Owner -specific requirements for subcontractor procurement.) uNone >> § 1.1.15 Other Initial Information on which this Agreement is based: «NA >1� § 1.2 The Owner and Construction Manager may rely on the Initial Information. Both parties, however, recognize that such information may materially change and, in that event, the Owner and the Construction Manager shall appropriately adjust the Project schedule, the Construction Manager's services, and the Construction Manager's compensation. The Owner shall adjust the Owner's budget for the Guaranteed Maximum Price and the Owner's anticipated design and construction milestones, as necessary, to accommodate material changes in the Initial Information. § 1.3 Neither the Owner's nor the Construction Manager's representative shall be changed without ten days' prior notice to the other party. § 1.4 Throughout the Contract Documents, the terms "Construction Manager" and "Contractor" are used interchangeably. All such references should be construed to mean the Construction Manager identified herein above. ARTICLE 2 GENERAL PROVISIONS § 2.1 The Contract Documents The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to execution of this Agreement, other documents listed in this Agreement, and Modifications issued after execution of this Agreement, all of which form the Contract and are as fully a part of the Contract as if attached to this Agreement or repeated herein. Upon the Owner's acceptance of the Construction Manager's Guaranteed Maximum Price proposal, the Contract Documents will also include the documents described in Section 3.2.3 and identified in the Guaranteed Maximum Price Amendment and revisions prepared by the Architect and furnished by the Owner as described in Section 3.2.8. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. If anything in the other Contract Documents, other than a Modification, is inconsistent with this Agreement, this Agreement shall govern. An enumeration of the Contract Documents, other than a Modification, appears in Article 15. § 2.2 Relationship of the Parties The Construction Manager accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner 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. § 2.3 General Conditions § 2.3.1 For the Preconstruction Phase, AIA Document A20ITw-2017, General Conditions of the Contract for Construction, shall apply as follows: Section 1.5, Ownership and Use of Documents; Section 1.7, Digital Data Use and Transmission; Section 1.8, Building Information Model Use and Reliance; Section 2.2.4, Confidential Information; Section 3.12.10, Professional Services; Section 10.3, Hazardous Materials; Section 13.1, Governing Law. The term "Contractor" as used in A201-2017 shall mean the Construction Manager. AIA Document A133- - 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used 5 without permission. This draft was produced by AIA software at 21:12:43 ET on 06/04/2020 under Order No.7695426772 which expires on 04/30/2021, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1785016114) § 2.3.2 For the Construction Phase, the general conditions of the contract shall be as set forth in A201-2017, which document is incorporated herein by reference. The term "Contractor" as used in A201-2017 shall mean the Construction Manager. ARTICLE 3 CONSTRUCTION MANAGER'S RESPONSIBILITIES The Construction Manager's Preconstruction Phase responsibilities are set forth in Sections 3.1 and 3.2, and in the applicable provisions of A201-2017 referenced in Section 2.3.1. The Construction Manager's Construction Phase responsibilities are set forth in Section 3.3. The Owner and Construction Manager may agree, in consultation with the Architect, for the Construction Phase to commence prior to completion of the Preconstruction Phase, in which case, both phases will proceed concurrently. The Construction Manager shall identify a representative authorized to act on behalf of the Construction Manager with respect to the Project. § 3.1 Preconstruction Phase § 3.1.1 Extent of Responsibility The Construction Manager shall exercise reasonable care in performing its Preconstruction Services. The Owner and Architect shall be entitled to rely on, and shall not be responsible for, the accuracy, completeness, and timeliness of services and information furnished by the Construction Manager. The Construction Manager, however, does not warrant or guarantee estimates and schedules except as may be included as part of the Guaranteed Maximum Price. The Construction Manager is not required to ascertain that the Drawings and Specifications are in accordance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, 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. § 3.1.2 The Construction Manager shall provide a preliminary evaluation of the Owner's program, schedule and construction budget requirements, each in terms of the other. § 3.1.3 Consultation § 3.1.3.1 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. § 3.1.3.2 The Construction Manager shall advise the Owner and Architect on proposed site use and improvements, selection of materials, building systems, and equipment. The Construction Manager shall also provide recommendations to the Owner and Architect, consistent with the Project requirements, on constructability; availability of materials and labor; time requirements for procurement, installation and construction; prefabrication; and factors related to construction cost including, but not limited to, costs of alternative designs or materials, preliminary budgets, life -cycle data, and possible cost reductions. The Construction Manager shall consult with the Architect regarding professional services to be provided by the Construction Manager during the Construction Phase. § 3.1.3.3 Not Used § 3.1.4 Project Schedule When Project requirements in Section 4.1.1 have been sufficiently identified, the Construction Manager shall prepare and periodically update a Project schedule for the Architect's review and the Owner's acceptance. The Construction Manager shall obtain the Architect's approval for the portion of the Project schedule relating to the performance of the Architect's services. The Project schedule shall coordinate and integrate the Construction Manager's services, the Architect's services, other Owner consultants' services, and the Owner's responsibilities; and identify items that 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 in advance of construction; and the occupancy requirements of the Owner. § 3.1.5 Phased Construction The Construction Manager, in consultation with the Architect, shall provide recommendations with regard to accelerated or fast -track scheduling, procurement, and sequencing for phased construction. The Construction Manager shall take into consideration cost reductions, cost information, constructability, provisions for temporary facilities, and procurement and construction scheduling issues. AIA Document A133- - 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used c without permission. This draft was produced by AIA software at 21:12:43 ET on 06/04/2020 under Order No.7695426772 which expires on v 04/30/2021, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1785016114) § 3.1.6 Cost Estimates § 3.1.6.1 Based on the preliminary design and other design criteria prepared by the Architect, the Construction Manager shall prepare, for the Architect's review and the Owner's approval, preliminary estimates of the Cost of the Work or the cost of program requirements using area, volume, or similar conceptual estimating techniques. If the Architect or Construction Manager suggests alternative materials and systems, the Construction Manager shall provide cost evaluations of those alternative materials and systems. § 3.1.6.2 As the Architect progresses with the preparation of the Schematic Design, Design Development and Construction Documents, the Construction Manager shall prepare and update, at appropriate intervals agreed to by the Owner, Construction Manager and Architect, an estimate of the Cost of the Work with increasing detail and refinement. The Construction Manager shall include in the estimate those costs to allow for the further development of the design, price escalation, and market conditions, until such time as the Owner and Construction Manager agree on a Guaranteed Maximum Price for the Work. The estimate shall be provided for the Architect's review and the Owner's approval. The Construction Manager shall inform the Owner and Architect in the event that the estimate of the Cost of the Work exceeds the latest approved Project budget, and make recommendations for corrective action. § 3.1.6.3 If the Architect is providing cost estimating services as a Supplemental Service, and a discrepancy exists between the Construction Manager's cost estimates and the Architect's cost estimates, the Construction Manager and the Architect shall work together to reconcile the cost estimates. § 3.1.7 As the Architect progresses with the preparation of the Schematic Design, Design Development and Construction Documents, the Construction Manager shall consult with the Owner and Architect and make recommendations regarding constructability and schedules, for the Architect's review and the Owner's approval. § 3.1.8 The Construction Manager shall provide recommendations and information to the Owner and Architect regarding equipment, materials, services, and temporary Project facilities. § 3.1.9 The Construction Manager shall provide a staffing plan for Preconstruction Phase services for the Owner's review and approval. § 3.1.10 If the Owner identified a Sustainable Objective in Article 1, the Construction Manager shall fulfill its Preconstruction Phase responsibilities as required in AIA Document E234T11 -2019, Sustainable Projects Exhibit, Construction Manager as Constructor Edition, attached to this Agreement. § 3.1.11 Subcontractors and Suppliers § 3.1.11.1 If the Owner has provided requirements for subcontractor procurement in section 1.1.14, the Construction Manager shall provide a subcontracting plan, addressing the Owner's requirements, for the Owner's review and approval. § 3.1.11.2 The Construction Manager shall develop bidders' interest in the Project. § 3.1.11.3 The processes described in Article 9 shall apply if bid packages will be issued during the Preconstruction Phase. § 3.1.11.4 The Construction Manager shall use its reasonable best efforts to hire or contract with local laborers, workmen, and materialmen. This general condition is not to be construed as limiting the right of the Contractor to employ laborers, workmen, or material from outside the local area. § 3.1.12 Procurement The Construction Manager shall prepare, for the Architect's review and the Owner's acceptance, a procurement schedule for items that must be ordered in advance of construction. The Construction Manager shall expedite and coordinate the ordering and delivery of materials that must be ordered in advance of construction. If the Owner agrees to procure any items prior to the establishment of the Guaranteed Maximum Price, the Owner shall procure the items on terms and conditions acceptable 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. AIA Document A133- - 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This draft was produced by AIA software at 21:12:43 ET on 06/04/2020 under Order No.7695426772 which expires on 04/30/2021, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1785016114) § 3.1.13 Compliance with Laws The Construction Manager shall comply with applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities applicable to its performance under this Contract, and with equal employment opportunity programs, and other programs as may be required by governmental and quasi -governmental authorities. § 3.1.14 Duty to Pay Prevailing Wage Rates § 3.1.14.1 The Construction Manager agrees to pay not less than the general prevailing rate of per diem wages for work of a similar character in the locality in which the Work is performed, and not less than the general prevailing wage of per diem wages for a legal holiday and overtime work to all laborers, workmen and mechanics employed on the Work under this Contract. The Construction Manager agrees to pay at least the minimum wage per hour for all labor as the same is classified and set out by the City of Fort Worth, Texas, a copy of which is attached hereto and made a part hereof the same as if it were copies verbatim herein. § 3.1.14.2 With each progress payment estimate or payroll period, whichever is shorter, the Contractor shall submit a notarized affidavit stating that the Contractor has complied with the requirements of Chapter 2258 of the Texas Government Code. § 3.1.14.3 The Construction Manager shall include these prevailing wage requirements in each of its subcontracts and ensure that its subcontractors adopt and abide by these prevailing wage rate requirements. § 3.1.14.4 The Construction Manager shall post the prevailing wage rates in a conspicuous place at the site of the Project at all times. § 3.1.15 Other Preconstruction Services Insert a description of any other Preconstruction Phase services to be provided by the Construction Manager, or reference an exhibit attached to this document (Describe any other Preconstruction Phase services, such as providing cash flow projections, development of a project information management system, early selection or procurement of subcontractors, etc) § 3.2 Guaranteed Maximum Price Proposal § 3.2.1 At a time to be mutually agreed upon by the Owner and the Construction Manager, the Construction Manager shall prepare a Guaranteed Maximum Price proposal for the Owner's and Architect's review, and the Owner's acceptance. The Guaranteed Maximum Price in the proposal shall be the sum of the Construction Manager's estimate of the Cost of the Work, the Construction Manager's contingency described in Section 3.2.4, and the Construction Manager's Fee described in Section 6.1.2. § 3.2.2 To the extent that the Contract Documents are anticipated to require further development, the Guaranteed Maximum Price includes the costs attributable to such further development consistent with the Contract Documents and reasonably inferable therefrom. Such further development does not include changes in scope, systems, kinds and quality of materials, finishes, or equipment, all of which, if required, shall be incorporated by Change Order. § 3.2.3 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 3.2.2; .3 A statement of the proposed Guaranteed Maximum Price, including a statement of the estimated Cost of the Work organized by trade categories or systems, including allowances; the Construction Manager's contingency set forth in Section 3.2.4; and the Construction Manager's Fee; .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. § 3.2.4 In preparing the Construction Manager's Guaranteed Maximum Price proposal, the Construction Manager shall include a contingency for the Construction Manager's exclusive use to cover those costs that are included in the AIA Document A133- - 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This draft was produced by AIA software at 21:12:43 ET on 06/04/2020 under Order No.7695426772 which expires on 04/30/2021, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1785016114) Guaranteed Maximum Price but not otherwise allocated to another line item or included in a Change Order. This contingency may not be used for the Construction Manager's supervisory and administrative costs, also known as General Conditions and/or General Requirements, without first obtaining written approval of the Owner. § 3.2.5 The Construction Manager shall meet with the Owner and Architect to review the Guaranteed Maximum Price proposal. In the event that the Owner or Architect discovers any inconsistencies or inaccuracies in the information presented, they shall promptly notify the Construction Manager, who shall make appropriate adjustments to the Guaranteed Maximum Price proposal, its basis, or both. § 3.2.6 If the Owner notifies the Construction Manager that the Owner has accepted the Guaranteed Maximum Price proposal in writing before the date specified in the Guaranteed Maximum Price proposal, the Guaranteed Maximum Price proposal shall be deemed effective without further acceptance from the Construction Manager. Following acceptance of a Guaranteed Maximum Price, the Owner and Construction Manager shall execute the Guaranteed Maximum Price Amendment amending this Agreement, a copy of which the Owner shall provide to the Architect. The Guaranteed Maximum Price Amendment shall set forth the agreed upon Guaranteed Maximum Price with the information and assumptions upon which it is based. § 3.2.7 The Construction Manager shall not incur any cost to be reimbursed as part of the Cost of the Work prior to the execution of the Guaranteed Maximum Price Amendment, unless the Owner provides prior written authorization for such costs. § 3.2.8 The Owner shall authorize preparation of revisions to the Contract Documents that incorporate the agreed -upon assumptions and clarifications contained in the Guaranteed Maximum Price Amendment. The Owner shall promptly furnish such revised Contract Documents to the Construction Manager. The Construction Manager shall notify the Owner and Architect of any inconsistencies between the agreed -upon assumptions and clarifications contained in the Guaranteed Maximum Price Amendment and the revised Contract Documents. § 3.2.9 The Construction Manager shall include in the Guaranteed Maximum Price all sales, consumer, use and similar taxes 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. § 3.3 Construction Phase § 3.3.1 General § 3.3.1.1 For purposes of Section 8.1.2 of A201-2017, the date of commencement of the Work shall mean the date of commencement of the Construction Phase. § 3.3.1.2 The Construction Phase shall commence upon the Owner's execution of the Guaranteed Maximum Price Amendment or, prior to acceptance of the Guaranteed Maximum Price proposal, by written agreement of the parties. The written agreement shall set forth a description of the Work to be performed by the Construction Manager, and any insurance and bond requirements for Work performed prior to execution of the Guaranteed Maximum Price Amendment. § 3.3.2 Administration § 3.3.2.1 The Construction Manager shall schedule and conduct meetings to discuss such matters as procedures, progress, coordination, scheduling, and status of the Work. The Construction Manager shall prepare and promptly distribute minutes of the meetings to the Owner and Architect. § 3.3.2.2 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 a submittal schedule in accordance with Section 3.10 of A201-2017. § 3.3.2.3 Monthly Report The Construction Manager shall record the progress of the Project. On a monthly basis, or otherwise as agreed to by the Owner, the Construction Manager shall submit written progress reports to the Owner and Architect, showing percentages of completion and other information required by the Owner. AIA Document A133- - 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This draft was produced by AIA software at 21:12:43 ET on 06/04/2020 under Order No.7695426772 which expires on 9 04/30/2021, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents° Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1785016114) § 3.3.2.4 Daily Logs The Construction Manager shall keep, and make available to the Owner and Architect, a daily log containing a record for each day of weather, portions of the Work in progress, number of workers on site, identification of equipment on site, problems that might affect progress of the work, accidents, injuries, and other information required by the Owner. § 3.3.2.5 Cost Control 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 3.3.2.3 above. ARTICLE 4 OWNER'S RESPONSIBILITIES § 4.1 Information and Services Required of the Owner § 4.1.1 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. § 4.1.2 Prior to the execution of the Guaranteed Maximum Price Amendment, the Construction Manager may request in writing that the Owner provides reasonable evidence that the Owner has made financial arrangements to fulfill the Owner's obligations under the Contract. After execution of the Guaranteed Maximum Price Amendment, the Construction Manager may request such information as set forth in A201-2017 Section 2.2. § 4.1.3 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 Article 7, (2) the Owner's other costs, and (3) reasonable contingencies related to all of these costs. If the Owner significantly increases or decreases the Owner's budget for the Cost of the Work, the Owner shall notify the Construction Manager and Architect. The Owner and the Architect, in consultation with the Construction Manager, shall thereafter agree to a corresponding change in the Project's scope and quality. § 4.1.4 Structural and Environmental Tests, Surveys and Reports. During the Preconstruction Phase, the Owner shall furnish the following information or services with reasonable promptness. The Owner shall also furnish any other information or services under the Owner's control and relevant to the Construction Manager's performance of the Work with reasonable promptness after receiving the Construction Manager's written request for such information or services. The Construction Manager shall be entitled to rely on the accuracy of information and services furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work. § 4.1.4.1 The Owner shall furnish tests, inspections, and reports, required by law and as otherwise agreed to by the parties, such as structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous materials. § 4.1.4.2 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; designated wetlands; adjacent drainage; rights -of -way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and other 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, provided, however, that the Contractor hereby covenants that they have inspected the premises and familiarized themselves therewith and that the locations of utilities and other obstacles to the prosecution of the Work as shown on the Owner's survey are for information only, are not binding upon the Owner, and the Owner shall not incur any liability for loss or damage by virtue of any inaccuracies or deficiencies in such surveys. The Owner shall secure and pay for title to the site and all necessary permanent or construction easements. All the information on the survey shall be referenced to a Project benchmark. § 4.1.4.3 The Owner, when such services are requested, shall furnish services of geotechnical engineers, which may include test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, seismic evaluation, ground corrosion tests and resistivity tests, including necessary operations for anticipating subsoil conditions, with written reports and appropriate recommendations. AIA Document A133- - 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used 1 0 without permission. This draft was produced by AIA software at 21:12:43 ET on 06/04/2020 under Order No.7695426772 which expires on 04/30/2021, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1785016114) § 4.1.5 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. § 4.1.6 If the Owner identified a Sustainable Objective in Article 1, the Owner shall fulfill its responsibilities as required in AIA Document E234TK--2019, Sustainable Projects Exhibit, Construction Manager as Constructor Edition, attached to this Agreement. § 4.2 Owner's Designated Representative The Owner shall identify a representative authorized to act on behalf of the Owner with respect to the Project. The Owner's representative shall render decisions promptly and furnish information expeditiously, so as to avoid unreasonable delays in the services or Work of the Construction Manager. Except as otherwise provided in Section 4.2.1 of A201-2017, the Architect does not have such authority. The term "Owner" means the Owner or the Owner's authorized representative. § 4.2.1 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. § 4.3 Architect The Owner shall retain an Architect to provide services, duties and responsibilities as described in AIA Document B 133T"4--2019, Standard Form of Agreement Between Owner and Architect, Construction Manager as Constructor Edition, including any additional services requested by the Construction Manager that are necessary for the Preconstruction and Construction Phase services under this Agreement. The Owner shall provide the Construction Manager with a copy of the scope of services in the executed agreement between the Owner and the Architect, and any further modifications to the Architect's scope of services in the agreement. ARTICLE 5 COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES § 5.1 Compensation § 5.1.1 For the Construction Manager's Preconstruction Phase services described in Sections 3.1 and 3.2, the Owner shall compensate the Construction Manager as follows: (Insert amount of, or basis for, compensation and include a list of reimbursable cost items, as applicable) Wenty One Thousand Five Hundred Dollars ($21,500.00) for Preconstruction and PreBid BIM Coordination » § 5.1.2 The hourly billing rates for Preconstruction Phase services of the Construction Manager and the Construction Manager's Consultants and Subcontractors, if any, are set forth below. (If applicable, attach an exhibit of hourly billing rates or insert them below) Individual or Position None � Rate § 5.1.2.1 Hourly billing rates for Preconstruction Phase services include all costs to be paid or incurred by the Construction Manager, as required by law or collective bargaining agreements, for taxes, insurance, contributions, assessments and benefits and, for personnel not covered by collective bargaining agreements, customary benefits such as sick leave, medical and health benefits, holidays, vacations and pensions, and shall remain unchanged unless the parties execute a Modification. § 5.1.3 If the Preconstruction Phase services covered by this Agreement have not been completed within E (. )) ) months of the date of this Agreement, through no fault of the Construction Manager, the Construction Manager's compensation for Preconstruction Phase services shall be equitably adjusted. § 5.1.4 Owner reserves an allowance of Twenty One Thousand, Five Hundred and no/100 Dollars ($21,500.00) which may be used to fund certain initial works such as land clearing, general site grading, tree protection, utilities location AIA Document A133- - 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used 1 1 without permission. This draft was produced by AIA software at 21:12:43 ET on 06/04/2020 under Order No.7695426772 which expires on 04/30/2021, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents° Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1785016114) and relocation, procurement and ordering of long -lead items, construction site setup, and other similar matters. Contractor and Owner shall mutually agree on the early works items and costs prior to said work being authorized. § 5.2 Payments § 5.2.1 Unless otherwise agreed, payments for services shall be made monthly in proportion to services performed. § 5.2.2 Payments are due and payable thirty (30) days from the date of the Construction Manager's invoice. ARTICLE 6 COMPENSATION FOR CONSTRUCTION PHASE SERVICES § 6.1 Contract Sum § 6.1.1 The Owner shall pay the Construction Manager the Contract Sum in current funds for the Construction Manager's performance of the Contract after execution of the Guaranteed Maximum Price Amendment. The Contract Sum is the Cost of the Work as defined in Article 7 plus the Construction Manager's Fee. § 6.1.2 The Construction Manager's Fee: (State a lump sum, percentage of Cost of the Work or other provision for determining the Construction Manager's Fee) The Construction Manager's Fee shall be 3.00% of the Cost of Work. The General Condition Fee shall be the fixed sum of $1,083,260 to include the Construction Manager's supervisory and administrative personnel; supervisory and administrative personnel truck allowances and vehicle expenses; field office; field office supplies and equipment; courier, fed ex and postage; field office telephones and internet service; personnel computers, iPads and routers; and personnel cellular phones Bonds and insurance shall be reimbursed at the following percentage rates: Payment and Performance Bonds 0.80% of the GMP Umbrella, GL and Auto Insurance 0.38% of the GMP Professional/Pollution Liability Insurance 0.09% of the GMP Builder's Risk Insurance 0.17% of the GMP Subcontractor Default Insurance 1.50% of Enrolled Subcontractors/Suppliers § 6.1.3 The method of adjustment of the Construction Manager's Fee for changes in the Work: «The Construction Manager's fee for changes in the work shall be 10% of the Cost of the Work attributed to the change for work that is self -performed and 15% for work completed by contractors subcontractor. » § 6.1.4 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 not exceed ten percent (1of the Work § 6.1.5 Rental rates for Construction Manager -owned equipment shall not exceed o one hundred » 1 percent ( % of the standard rental rate paid at the place of the Project. § 6.1.6 Liquidated damages, if any: (Insert terms and conditions for liquidated damages, if any) <�arties agree and acknowledge that actual damages are uncertain and difficult to ascertain because the Project relates to construction for a municipality. Therefore, the parties agree that, because actual damages would be difficult to ascertain, liquidated damages of $980.00 per day would be reasonable and correct compensation to the City for damages arising from delays in completion. The Parties further agree that these liquidated damages are not a penalty, but are an agreed upon damages calculation by two sophisticated parties » § 6.1.7 Other: (Insert provisions for bonus, cost savings or other incentives, if any, that might result in a change to the Contract Sum) AIA Document A133- - 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used 12 without permission. This draft was produced by AIA software at 21:12:43 ET on 06/04/2020 under Order No.7695426772 which expires on 04/30/2021, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents° Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1785016114) § 6.2 Guaranteed Maximum Price The Construction Manager guarantees that the Contract Sum shall not exceed the Guaranteed Maximum Price set forth in the Guaranteed Maximum Price Amendment, subject to additions and deductions by Change Order as provided in the Contract Documents. Costs which would cause the Guaranteed Maximum Price to be exceeded shall be paid by the Construction Manager without reimbursement by the Owner. If the final Cost of the Work plus the Construction Manager's Fee is less than the final Guaranteed Maximum Price, as adjusted by change order, the difference shall be deemed "Savings". The savings shall accrue to and be retained by the Owner. § 6.3 Changes in the Work § 6.3.1 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. The Construction Manager may be entitled to an equitable adjustment in the Contract Time as a result of changes in the Work. § 6.3.1.1 The Architect may order minor changes in the Work as provided in Article 7 of AIA Document A201-2017, General Conditions of the Contract for Construction. § 6.3.2 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 Article 7 of AIA Document A201-2017, General Conditions of the Contract for Construction. § 6.3.3 Adjustments to subcontracts awarded on the basis of a stipulated sum shall be determined in accordance with Article 7 of A201-2017, as they refer to "cost" and "fee," and not by Articles 6 and 7 of this Agreement. Adjustments to subcontracts awarded with the Owner's prior written consent on the basis of cost plus a fee shall be calculated in accordance with the terms of those subcontracts. § 6.3.4 In calculating adjustments to the Guaranteed Maximum Price, the terms "cost" and "costs" as used in Article 7 of AIA Document A201-2017 shall mean the Cost of the Work as defined in Article 7 of this Agreement and the term "fee" shall mean the Construction Manager's Fee as defined in Section 6.1.2 of this Agreement. § 6.3.5 If no specific provision is made in Section 6.1.3 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 6.1.3 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 7 COST OF THE WORK FOR CONSTRUCTION PHASE § 7.1 Costs to Be Reimbursed § 7.1.1 The term Cost of the Work shall mean costs necessarily incurred by the Construction Manager in the proper performance of the Work. The Cost of the Work, for purposes of adjusting the guaranteed maximum price, shall include only the items set forth in Sections 7.1 through 7.7. § 7.1.2 Where, pursuant to the Contract Documents, any cost is subject to the Owner's prior approval, the Construction Manager shall obtain such approval in writing prior to incurring the cost. § 7.1.3 Costs shall be at rates not higher than the standard rates paid at the place of the Project, except with prior approval of the Owner. § 7.2 Labor Costs § 7.2.1 Wages or salaries of construction workers directly employed by the Construction Manager to perform the construction of the Work at the site or, with the Owner's prior approval, at off -site workshops. § 7.2.2 Wages or salaries of the Construction Manager's supervisory and administrative personnel when stationed at the site and performing Work, with the Owner's prior approval. § 7.2.2.1 Wages or salaries of the Construction Manager's supervisory and administrative personnel when performing Work and stationed at a location other than the site, but only for that portion of time required for the Work, and limited to the activities listed below: AIA Document A133- - 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used 13 without permission. This draft was produced by AIA software at 21:12:43 ET on 06/04/2020 under Order No.7695426772 which expires on 04/30/2021, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1785016114) .1 Maintaining insurance coverage of the Construction Manager and subcontractors as required by contract; .2 Processing contracts with trade contractors, specialty subcontractors, suppliers, or others providing labor or materials to the Work; .3 Processing applications for payment for the contractors and suppliers noted in Section 7.2.2.1.2 above. .4 Preparing applications for payment for review by the Architect's and Owner's approvals. The labor categories, anticipated effort (i.e., hours and rates), and other information as reasonably required by the Architect or Owner, shall be outlined in the Construction Manager's Guaranteed Maximum Price proposal. § 7.2.3 Wages and salaries of the Construction Manager's supervisory or administrative personnel engaged at factories, workshops or while traveling, in expediting the production or transportation of materials or equipment required for the Work, but only for that portion of their time required for the Work. § 7.2.4 Costs paid or incurred by the Construction Manager, as required by law or collective bargaining agreements, for taxes, insurance, contributions, assessments and benefits and, for personnel not covered by collective bargaining agreements, customary benefits such as sick leave, medical and health benefits, holidays, vacations and pensions, provided such costs are based on wages and salaries included in the Cost of the Work under Sections 7.2.1 through 7.2.3. § 7.2.5 If agreed rates for labor costs, in lieu of actual costs, are provided in this Agreement, the rates shall remain unchanged throughout the duration of this Agreement, unless the parties execute a Modification. § 7.2.6 Payment of prevailing wages required; penalties § 7.2.6.1 The Contractor shall comply with all requirements of Chapter 2258 of the Texas Government Code, including the payment of not less than the rates determined by the City Council of the City of Fort Worth to be the prevailing wage rates in accordance with Chapter 2258. § 7.2.6.2 A Contractor or subcontractor which fails to pay the prevailing wage rate shall, upon demand made by the City, pay those penalties set forth in Tex. Gov't Code § 2258.023. § 7.2.6.3 The Contractor shall submit an executed affidavit indicating compliance with the statutory prevailing wage rates with each partial payment estimate or payroll period, whichever is less. § 7.2.6.4 The Contractor shall maintain a post of the prevailing wage rates in a conspicuous place at the sitc of the Project. § 7.2.6.5 The Contractor take those measures necessary to ensure that all subcontractors and sub -subcontractors comply with prevailing wage statutes and this Contract. The Contractor shall, at minimum, include language imposing Sections 7.2.6.1 through 7.2.6.5 in all subcontracts. § 7.3 Subcontract Costs Payments made by the Construction Manager to Subcontractors in accordance with the requirements of the subcontracts and this Agreement. § 7.4 Costs of Materials and Equipment Incorporated in the Completed Construction § 7.4.1 Costs, including transportation and storage at the site, of materials and equipment incorporated, or to be incorporated, in the completed construction. § 7.4.2 Costs of materials described in the preceding Section 7.4.1 in excess of those actually installed to allow for reasonable waste and spoilage. Unused excess materials, if any, shall become the Owner's property at the 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. § 7.5 Costs of Other Materials and Equipment, Temporary Facilities and Related Items § 7.5.1 Costs of transportation, storage, installation, dismantling, maintenance, and removal of materials, supplies, temporary facilities, machinery, equipment and hand tools not customarily owned by construction workers that are AIA Document A133- - 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used 14 without permission. This draft was produced by AIA software at 21:12:43 ET on 06/04/2020 under Order No.7695426772 which expires on 04/30/2021, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents° Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1785016114) 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. § 7.5.2 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 the costs of transportation, installation, dismantling, minor repairs, and removal of such temporary facilities, machinery, equipment, and hand tools. Rates and quantities of equipment owned by the Construction Manager, or a related party as defined in Section 7.8, shall be subject to the Owner's prior approval. The total rental cost of any such equipment may not exceed the purchase price of any comparable item. § 7.5.3 Costs of removal of debris from the site of the Work and its proper and legal disposal. Contractor shall use Owner provided services where available and competitive. § 7.5.4 Costs of the Construction Manager's site office, including general office equipment and supplies. § 7.5.5 Costs of materials and equipment suitably stored off the site at a mutually acceptable location, subject to the Owner's prior approval. § 7.6 Miscellaneous Costs § 7.6.1 Premiums for that portion of insurance and bonds required by the Contract Documents that can be directly attributed to this Contract. § 7.6.1.1 Costs for self-insurance, for either full or partial amounts of the coverages required by the Contract Documents, with the Owner's prior approval. § 7.6.1.2 Costs for insurance through a captive insurer owned or controlled by the Construction Manager, with the Owner's prior approval. § 7.6.2 Sales, use, or similar taxes, imposed by a governmental authority, that are related to the Work and for which the Construction Manager is liable, excepting those sales, use, or similar taxes for which the Owner is exempt. Owner shall provide Construction Manager with appropriate documentation to verify Owner's tax-exempt status. § 7.6.3 Fees and assessments for the building permit, and for other permits, licenses, and inspections, for which the Construction Manager is required by the Contract Documents to pay. § 7.6.4 Fees of laboratories for tests required by the Contract Documents; except those related to defective or nonconforming Work for which reimbursement is excluded under Article 13 of AIA Document A201-2017 or by other provisions of the Contract Documents, and which do not fall within the scope of Section 7.7.3. § 7.6.5 Royalties and license fees paid for the use of a particular design, process, or product expressly required by the Owner. § 7.6.5.1 The cost of defending suits or claims for infringement of patent rights arising from the Owner's requirements, 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 consent, unless the Construction Manager had reason to believe that the required design, process, or product was an infringement of a copyright or a patent, and the Construction Manager failed to promptly furnish such information to the Architect as required by Article 3 of AIA Document A201-2017. The costs of legal defenses, judgments, and settlements shall not be included in the Cost of the Work used to calculate the Construction Manager's Fee or subject to the Guaranteed Maximum Price. § 7.6.6 Costs for communications services, electronic equipment, and software, directly related to the Work and located at the site, with the Owner's prior approval. § 7.6.7 Costs of document reproductions and delivery charges AIA Document A133- - 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used 15 without permission. This draft was produced by AIA software at 21:12:43 ET on 06/04/2020 under Order No.7695426772 which expires on 04/30/2021, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents° Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1785016114) § 7.6.8 Deposits lost for causes other than the Construction Manager's negligence or failure to fulfill a specific responsibility in the Contract Documents. § 7.6.9 Legal, mediation and arbitration costs, including attorneys' fees, other than those arising from disputes between the Owner and Construction Manager, reasonably incurred by the Construction Manager after the execution of this Agreement in the performance of the Work and with the Owner's prior approval, which shall not be unreasonably withheld. § 7.6.10 Expenses incurred in accordance with the Construction Manager's standard written personnel policy for relocation and temporary living allowances of the Construction Manager's personnel required for the Work, with the Owner's prior approval. § 7.6.11 That portion of the reasonable expenses of the Construction Manager's supervisory or administrative personnel incurred while traveling in discharge of duties connected with the Work on the condition that the Construction Manager obtained prior written approval for said expenses from the Owner. § 7.7 Other Costs and Emergencies § 7.7.1 Other costs incurred in the performance of the Work, with the Owner's prior approval. § 7.7.2 Costs incurred in taking action to prevent threatened damage, injury, or loss, in case of an emergency affecting the safety of persons and property, as provided in Article 10 of AIA Document A201-2017. § 7.7.3 Costs of repairing or correcting damaged or nonconforming Work executed by the Construction Manager, Subcontractors, or suppliers, provided that such damaged or nonconforming Work was not caused by the negligence of, or failure to fulfill a specific responsibility by, the 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. § 7.7.4 The costs described in Sections 7.1 through 7.7 shall be included in the Cost of the Work, notwithstanding any provision of AIA Document A201-2017 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 7.9. § 7.8 Related Party Transactions § 7.8.1 For purposes of this Section 7.8, the term "related party" shall mean (1) a parent, subsidiary, affiliate, or other entity having common ownership of, or sharing common management with, the Construction Manager; (2) any entity in which any stockholder in, or management employee of, the Construction Manager holds an equity interest in excess of ten percent in the aggregate; (3) any entity which has the right to control the business or affairs of the Construction Manager; or (4) any person, or any member of the immediate family of any person, who has the right to control the business or affairs of the Construction Manager. § 7.8.2 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 in writing, then the cost incurred shall be included as a cost to be reimbursed, and the Construction Manager shall procure the Work, equipment, goods, or service, from the related party, as a Subcontractor, according to the terms of Article 9. If the Owner fails to authorize the transaction in writing, the Construction Manager shall procure the Work, equipment, goods, or service from some person or entity other than a related parry according to the terms of Article 9. § 7.9 Costs Not To Be Reimbursed § 7.9.1 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 7.2, or as may be provided in Article 14; .2 Bonuses, profit sharing, incentive compensation, and any other discretionary payments, paid to anyone hired by the Construction Manager or paid to any Subcontractor or vendor, unless the Owner has provided prior approval; .3 Expenses of the Construction Manager's principal office and offices other than the site office; .4 Overhead and general expenses, except as may be expressly included in Sections 7.1 to 7.7; AIA Document A133- - 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This draft was produced by AIA software at 21:12:43 ET on 06/04/2020 under Order No.7695426772 which expires on 16 04/30/2021, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1785016114) .5 The Construction Manager's capital expenses, including interest on the Construction Manager's capital employed for the Work; .6 Except as provided in Section 7.7.3 of this Agreement, costs due to the negligence of, or failure to fulfill a specific responsibility of the Contract by, the Construction Manager, Subcontractors, and suppliers, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable; .7 Any cost not specifically and expressly described in Sections 7.1 to 7.7; .8 Costs, other than costs included in Change Orders approved by the Owner, that would cause the Guaranteed Maximum Price to be exceeded; .9 Costs for services incurred during the Preconstruction Phase; .10 Sales, use, or similar taxes, whether federal, state or local. Owner shall provide Construction Manager with appropriate documentation to verify Owner's tax-exempt status, for which an Owner is exempt, including such taxes on materials purchased by the Construction Manager and incorporated into the Work; .11 Services and expenses of the estimating and accounting personnel, budget control, audit and management information systems (other than pre -construction services) relating to accounting activities, except as specifically identified herein; .12 Interest on Construction Manager's capital or on money borrowed by Construction Manager, including the capital employed by Construction Manager in the performance of the Work. .13 Legal, accounting, or other similar professional services provided by or to Construction Manager, in regard to disputes, litigations or other such proceedings with Subcontractors, with municipal authorities, with Owner, the Architect or any other person or entity relating to the Project or otherwise; .14 Employee vehicle expenses, including automotive insurance for personal vehicles, fuel, preventive maintenance, registration fees, toll charges, and other costs associated with use of approved vehicles; .15 Entertainment and meal expenses, except as approved by the Owner in writing prior to the expense; .16 Construction Manager's supervisory and administrative costs, also known as General Conditions and/or General Requirements, that exceed the budgeted amounts for those items specified in the Construction Manager's Guaranteed Maximum Price Amendment, without first obtaining written approval from the Owner; and .17 Costs related to Construction Manager's warranty administration as required by A201-2017. ARTICLE 8 DISCOUNTS, REBATES, AND REFUNDS § 8.1 Cash discounts obtained on payments made by the Construction Manager shall accrue to the Owner if (1) before making the payment, the Construction Manager included the amount to be paid, less such discount, in an Application for Payment and received payment from the Owner, or (2) the Owner has deposited funds with the Construction Manager with which to make payments; otherwise, cash discounts shall accrue to the Construction Manager. 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. § 8.2 Amounts that accrue to the Owner in accordance with the provisions of Section 8.1 shall be credited to the Owner as a deduction from the Cost of the Work. ARTICLE 9 SUBCONTRACTS AND OTHER AGREEMENTS § 9.1 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 other appropriate agreements with the Construction Manager. The Owner may designate specific persons from whom, or entities from 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, who are qualified to perform that portion of the Work in accordance with the requirements of the Contract Documents. The Construction Manager shall deliver such bids to the Architect and Owner with an indication as to which bids the Construction Manager intends to accept. The Owner then has the right to review the Construction Manager's list of proposed subcontractors and suppliers in consultation with the Architect and, subject to Section 9.1.1, to object to any subcontractor or supplier. Any advice of the Architect, or approval or objection by the Owner, shall not relieve the Construction Manager of its responsibility to perform the Work in accordance with the Contract Documents. The Construction Manager shall not be required to contract with anyone to whom the Construction Manager has reasonable objection. § 9.1.1 When a specific subcontractor or supplier (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 AIA Document A133- - 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used 1,7 without permission. This draft was produced by AIA software at 21:12:43 ET on 06/04/2020 under Order No.7695426772 which expires on 04/30/2021, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1785016114) Construction Manager may require that a Change Order be issued to adjust the Guaranteed Maximum Price by the difference between the bid of the person or entity recommended to the Owner by the Construction Manager and the amount of the subcontract or other agreement actually signed with the person or entity designated by the Owner. § 9.2 Subcontracts or other agreements shall conform to the applicable payment provisions of this Agreement, and shall not be awarded on the basis of cost plus a fee without the Owner's prior written approval. If a subcontract is awarded on the basis of cost plus a fee, the 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 Article 10. § 9.3 For purposes of this Article 9, the term "qualified" shall include compliance with applicable state laws, including meeting the requirements or prohibitions set forth in Chapters 2252, 2270 and 2271 of the Texas Government Code. ARTICLE 10 ACCOUNTING RECORDS The Construction Manager shall keep full and detailed records and accounts related to the Cost of the Work, and exercise such controls, as may be necessary for proper financial management under this Contract and to substantiate all costs incurred. The accounting and control systems shall be satisfactory to the Owner. 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, job cost reports, correspondence, instructions, drawings, receipts, subcontracts, Subcontractor's proposals, Subcontractor's invoices, purchase orders, vouchers, memoranda, or 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. ARTICLE 11 PAYMENTS FOR CONSTRUCTION PHASE SERVICES § 11.1 Progress Payments § 11.1.1 Based upon Applications for Payment submitted to the Architect by the Construction Manager, and Certificates for Payment issued by the Architect, the Owner shall make progress payments on account of the Contract Sum, to the Construction Manager, as provided below and elsewhere in the Contract Documents. § 11.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, or as follows: § 11.1.3 Provided that an Application for Payment is received by the Owner and certified by the Architect not later than the « M da of a month, the Owner shall make payment of the amount certified to the Construction Manager not later than the k6 day of the 4ollowingil month. If an Application for Payment is received by the Architect after the application date fixed above, payment of the amount certified shall be made by the Owner not later than - 00 » ) days after the Owner receives the Application for Payment. (Federal, state or local laws may require payment within a certain period of time) § 11.1.4 With each Application for Payment, the Construction Manager shall submit evidence required by the Owner or Architect to demonstrate that payments already made by the Construction Manager on account of the Cost of the Work equal or exceed progress payments already received by the Construction Manager, plus payrolls for the period covered by the present Application for Payment, less that portion of the progress payments attributable to the Construction Manager's Fee. .1 At a minimum, subcontractor invoices or Pay Applications shall be attached to the Construction Manager's Application for Payment submitted for the Architect's review and certification. .2 The Application for Payment shall include a job cost detail report for the current billing period with detail satisfactory for the Architect and Owner to determine billing appropriateness of the requested payment for costs necessarily incurred by the Construction Manager in the proper performance of the Work. The Architect and Owner, upon review of the job cost detail report, reserve the right to request additional information such as receipts, invoices, cancelled checks, or other documentation suitable to justify the individual transactions, and the Construction Manager shall comply with such requests. .3 Failure to attach these documents may impact the amount certified, delay processing, or result in rejection of the entire Application for Payment. AIA Document A133- - 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used 1 Q without permission. This draft was produced by AIA software at 21:12:43 ET on 06/04/2020 under Order No.7695426772 which expires on C 04/30/2021, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents° Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1785016114) .4 Construction Manager shall include necessary language in all subcontracts requiring the Subcontractor to submit a written invoice or acceptable subcontractor Application for Payment for any payments sought during a given billing period. § 11.1.5 Each Application for Payment shall be based on the most recent schedule of values submitted by the Construction Manager in accordance with the Contract Documents. The schedule of values shall allocate the entire Guaranteed Maximum Price among: (1) the various portions of the Work; (2) any contingency for costs that are included in the Guaranteed Maximum Price but not otherwise allocated to another line item or included in a Change Order; and (3) the Construction Manager's Fee. § 11.1.5.1 The schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as the Architect may require. The schedule of values shall be used as a basis for reviewing the Construction Manager's Applications for Payment. § 11.1.5.2 With exception of the limitation imposed by Section 7.9.1.16, the allocation of the Guaranteed Maximum Price under this Section 11.1.5 shall not constitute a separate guaranteed maximum price for the Cost of the Work of each individual line item in the schedule of values. § 11.1.5.3 When the Construction Manager allocates costs from a contingency to another line item in the schedule of values, the Construction Manager shall submit supporting documentation to the Architect. § 11.1.6 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 and for which the Construction Manager has made payment or intends to make payment prior to the next Application for Payment, by (b) the share of the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values. § 11.1.7 In accordance with AIA Document A201-2017 and subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as follows: § 11.1.7.1 The amount of each progress payment shall first include: .1 That portion of the Guaranteed Maximum Price properly allocable to completed Work as determined by multiplying the percentage of completion of each portion of the Work by the share of the Guaranteed Maximum Price allocated to that portion of the Work in the most recent schedule of values; .2 That portion of the Guaranteed Maximum Price properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the completed construction or, if approved in writing in advance by the Owner, suitably stored off the site at a location agreed upon in writing; .3 That portion of Construction Change Directives that the Architect determines, in the Architect's professional judgment, to be reasonably justified; and .4 The Construction Manager's Fee, computed upon the Cost of the Work described in the preceding Sections 11.1.7.1.1 and 11.1.7.1.2 at the rate stated in Section 6.1.2 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 included in Sections 11.1.7.1.1 and 11.1.7.1.2 bears to a reasonable estimate of the probable Cost of the Work upon its completion. § 11.1.7.2 The amount of each progress payment shall then be reduced by: .1 The aggregate of any amounts previously paid by the Owner; .2 The amount, if any, for Work that remains uncorrected and for which the Architect has previously withheld a Certificate for Payment as provided in Article 9 of AIA Document A201-2017; .3 Any amount for which the Construction Manager does not intend to pay a Subcontractor or material supplier, unless the Work has been performed by others the Construction Manager intends to pay; .4 For Work performed or defects discovered since the last payment application, any amount for which the Architect may withhold payment, or nullify a Certificate of Payment in whole or in part, as provided in Article 9 of AIA Document A201-2017; AIA Document A133- - 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This draft was produced by AIA software at 21:12:43 ET on 06/04/2020 under Order No.7695426772 which expires on 19 04/30/2021, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1785016114) .5 The shortfall, if any, indicated by the Construction Manager in the documentation required by Section 11.1.4 to substantiate prior Applications for Payment, or resulting from errors subsequently discovered by the Owner's auditors in such documentation; and .6 Retainage withheld pursuant to Section 11.1.8. § 11.1.8 Retainage § 11.1.8.1 For each progress payment made prior to Substantial Completion of the Work, the Owner may withhold the following amount, as retainage, from the payment otherwise due: _5% (Insert a percentage or amount to be withheld as retainage from each Application for Payment. The amount of retainage may be limited by governing law) § 11.1.8.1.1 The following items are not subject to retainage: None. (Insert any items not subject to the withholding of retainage, such as general conditions, insurance, etc) § 11.1.8.2 Reduction or limitation of retainage, if any, shall be as follows: None. (If the retainage established in Section 11.1.8.1 is to be modified prior to Substantial Completion of the entire Work, insert provisions for such modification.) § 11.1.8.3 Except as set forth in this Section 11.1.8.3, upon Final Completion of the Work, the Construction Manager may submit an Application for Payment that includes the retainage withheld from prior Applications for Payment pursuant to this Section 11.1.8. § 11.1.9 If final completion of the Work is materially delayed through no fault of the Construction Manager, the Owner may pay the Construction Manager any additional amounts in accordance with Article 9 of AIA Document A201-2017. § 11.1.10 Except with the Owner's prior written approval, the Construction Manager shall not make advance payments to suppliers for materials or equipment which have not been delivered and suitably stored at the site. § 11.1.11 The Owner and the Construction Manager shall agree upon a mutually acceptable procedure for review and approval of payments to Subcontractors. The percentage of retainage held on Subcontracts shall be identical to the amount of retainage withheld by Owner. The Construction Manager shall execute subcontracts in accordance with those agreements. § 11.1.12 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 such action shall not be deemed to be a representation that (1) the Architect has made a detailed examination, audit, or arithmetic verification, of the documentation submitted in accordance with Section 11.1.4 or other supporting data; (2) that the Architect has made exhaustive or continuous on -site inspections; or (3) that the Architect has made examinations to ascertain how or for what purposes the Construction Manager has used amounts previously paid on account of the Contract. Such examinations, audits, and verifications, if required by the Owner, will be performed by the Owner's auditors acting in the sole interest of the Owner. § 11.2 Final Payment § 11.2.1 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 Article 12 of AIA Document A201-2017, 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, each of which have been reviewed by the Owner; and .3 a final Certificate for Payment has been issued by the Architect in accordance with Section 11.2.2.2. § 11.2.1 All close-out requirements and documents must be complete prior to final payment. § 11.2.2 Within 30 days of the Owner's receipt of the Construction Manager's final accounting for the Cost of the Work, the Owner shall conduct an audit of the Cost of the Work or notify the Architect that it will not conduct an audit. AIA Document A133- - 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used 2 0 without permission. This draft was produced by AIA software at 21:12:43 ET on 06/04/2020 under Order No.7695426772 which expires on 04/30/2021, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1785016114) § 11.2.2.1 If the Owner conducts an audit of the Cost of the Work, the Owner shall, within 10 days after completion of the audit, submit a written report based upon the Owner's findings to the Architect. § 11.2.2.2 Within seven days after receipt of the written report described in Section 11.2.2.1, or receipt of notice that the Owner will not conduct an audit, and provided that the other conditions of Section 11.2.1 have been met, the Architect will either issue to the Owner a final Certificate for Payment with a copy to the Construction Manager, or notify the Construction Manager and Owner in writing of the Architect's reasons for withholding a certificate as provided in Article 9 of AIA Document A201-2017. The time periods stated in this Section 11.2.2 supersede those stated in Article 9 of AIA Document A201-2017. The Architect is not responsible for verifying the accuracy of the Construction Manager's final accounting. § 11.2.2.3 If the Owner concludes that the Cost of the Work, as substantiated by the Construction Manager's final accounting, is less than claimed by the Construction Manager, the Construction Manager shall be entitled to request mediation of the disputed amount without seeking an initial decision pursuant to Article 15 of AIA Document A201- 2017. A request for mediation shall be made by the Construction Manager within 30 days after the Construction Manager's receipt of a copy of the Architect's final Certificate for Payment. Failure to request mediation within this 30- day period shall result in the substantiated amount reported by the Owner 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. § 11.2.3 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, or as follows: NA» § 11.2.4 If, subsequent to final payment, and at the Owner's request, the Construction Manager incurs costs, described in Sections 7.1 through 7.7, and not excluded by Section 7.9, to correct defective or nonconforming Work, the Owner shall reimburse the Construction Manager for such costs, and the Construction Manager's Fee applicable thereto, on the same basis as if such costs had been incurred prior to final payment, but not in excess of the Guaranteed Maximum Price. If adjustments to the Contract Sum are provided for in Section 6.1.7, the amount of those adjustments shall be recalculated, taking into account any reimbursements made pursuant to this Section 11.2.4 in determining the net amount to be paid by the Owner to the Construction Manager. § 11.3 Interest Payments due the Contract shall bear interest from the date payment is due at the rate stated below, or in the absence thereof: at the fugal rate prevailing from time to time at the place where the Project is located, (Insert rate of agreed upon. if any.) 0 ARTICLE 12 DISPUTE RESOLUTION § 12.1 Initial Decision Maker § 12.1.1 Any Claim between the Owner and Construction Manager shall be resolved in accordance with the provisions set forth in this Article 12 and Article 15 of A201-2017. 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. § 12.1.2 The Architect will serve as the Initial Decision Maker pursuant to Article 15 of AIA Document A201-2017 for Claims arising from or relating to the Construction Manager's Construction Phase services, unless the parties appoint below another individual, not a party to the Agreement, to serve as the Initial Decision Maker. § 12.1.3 The parties shall share the mediator's fee and any filing fees equally. The mediations shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. § 12.2 Binding Dispute Resolution For any Claim subject to, but not resolved by mediation pursuant to Article 15 of AIA Document A201-2017, the method of binding dispute resolution shall be as follows: AIA Document A133- - 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used 2 1 without permission. This draft was produced by AIA software at 21:12:43 ET on 06/04/2020 under Order No.7695426772 which expires on 04/30/2021, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1785016114) (Check the appropriate box) [ = ] Litigation in a state court of competent jurisdiction in Tarrant County, Texas. ARTICLE 13 TERMINATION OR SUSPENSION § 13.1 Termination Prior to Execution of the Guaranteed Maximum Price Amendment § 13.1.1 If the Owner and the Construction Manager do not reach an agreement on the Guaranteed Maximum Price, the Owner may terminate this Agreement upon not less than seven days' written notice to the Construction Manager, and the Construction Manager may terminate this Agreement, upon not less than seven days' written notice to the Owner. § 13.1.2 In the event of termination of this Agreement pursuant to Section 13.1.1, the Construction Manager shall be compensated for Preconstruction Phase services and Work performed prior to receipt of a notice of termination, in accordance with the terms of this Agreement. In no event shall the Construction Manager's compensation under this Section exceed the compensation set forth in Section 5.1. § 13.1.3 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 Article 14 of A201-2017. § 13.1.4 In the event of termination of this Agreement pursuant to Section 13.1.3, the Construction Manager shall be equitably compensated for Preconstruction Phase services and Work performed prior to receipt of a notice of termination. In no event shall the Construction Manager's compensation under this Section exceed the compensation set forth in Section 5.1. § 13.1.5 If the Owner terminates the Contract pursuant to Section 13.1.3 after the commencement of the Construction Phase but prior to the execution of the Guaranteed Maximum Price Amendment, the Owner shall pay to the Construction Manager an amount calculated as follows, which amount shall be in addition to any compensation paid to the Construction Manager under Section 13.1.4: .1 Take the Cost of the Work incurred by the Construction Manager to the date of termination; .2 Add the Construction Manager's Fee computed upon the Cost of the Work to the date of termination at the rate stated in Section 6.1 or, if the Construction Manager's Fee is stated as a fixed sum in that Section, 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. § 13.1.6 The Owner shall also pay the Construction Manager fair compensation, either by purchase or rental at the election of the Owner, for any equipment owned by the Construction Manager that the Owner elects to retain and that is not otherwise included in the Cost of the Work under Section 13.1.5.1. To the extent that the Owner elects to take legal assignment of subcontracts and purchase orders (including rental agreements), the Construction Manager shall, as a condition of receiving the payments referred to in this Article 13, execute and deliver all such papers and take all such steps, including the legal assignment of such subcontracts and other contractual rights of the Construction Manager, as the Owner may require for the purpose of fully vesting in the Owner the rights and benefits of the Construction Manager under such subcontracts or purchase orders. All Subcontracts, purchase orders and rental agreements entered into by the Construction Manager will contain provisions allowing for assignment to the Owner as described above. § 13.1.6.1 If the Owner accepts assignment of subcontracts, purchase orders or rental agreements as described above, the Owner will reimburse or indemnify the Construction Manager for all costs arising under the subcontract, purchase order or rental agreement, if those costs would have been reimbursable as Cost of the Work if the contract had not been terminated. If the Owner chooses not to accept assignment of any subcontract, purchase order or rental agreement that would have constituted a Cost of the Work had this agreement not been terminated, the Construction Manager will terminate the subcontract, purchase order or rental agreement and the Owner will pay the Construction Manager the costs necessarily incurred by the Construction Manager because of such termination. AIA Document A1337 - 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used 22 without permission. This draft was produced by AIA software at 21:12:43 ET on 06/04/2020 under Order No.7695426772 which expires on 04/30/2021, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents° Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1785016114) § 13.2 Termination or Suspension Following Execution of the Guaranteed Maximum Price Amendment § 13.2.1 Termination The Contract may be terminated by the Owner or the Construction Manager as provided in Article 14 of AIA Document A201-2017. § 13.2.2 Termination by the Owner for Cause § 13.2.2.1 If the Owner terminates the Contract for cause as provided in Article 14 of AIA Document A201-2017, the amount, if any, to be paid to the Construction Manager under Article 14 of AIA Document A201-2017 shall not cause the Guaranteed Maximum Price to be exceeded, nor shall it exceed an amount calculated as follows: .1 Take the Cost of the Work incurred by the Construction Manager to the date of termination; .2 Add the Construction Manager's Fee, computed upon the Cost of the Work to the date of termination at the rate stated in Section 6.1 or, if the Construction Manager' Fee is stated as a fixed sum in that Section, an amount that bears the same ratio to that fixed -sum Fee as the Cost of the Work at the time of termination bears to a reasonable estimate of the probable Cost of the Work upon its completion; .3 Subtract the aggregate of previous payments made by the Owner; and .4 Subtract the costs and damages incurred, or to be incurred, by the Owner under Article 14 of AIA Document A201-2017. § 13.2.2.2 The Owner shall also pay the Construction Manager fair compensation, either by purchase or rental at the election of the Owner, for any equipment owned by the Construction Manager that the Owner elects to retain and that is not otherwise included in the Cost of the Work under Section 13.2.2.1.1. To the extent that the Owner elects to take legal assignment of subcontracts and purchase orders (including rental agreements), the Construction Manager shall, as a condition of receiving the payments referred to in this Article 13, execute and deliver all such papers and take all such 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. § 13.2.3 Termination by the Owner for Convenience If the Owner terminates the Contract for convenience in accordance with Article 14 of AIA Document A201-2017, then the Owner shall pay the Construction Manager a termination fee as follows: (Insert the amount of or method for determining the fee, if any, payable to the Construction Manager following a termination for the Owner's convenience) Work Complete to Date § 13.3 Suspension The Work may be suspended by the Owner as provided in Article 14 of AIA Document A201-2017; in such case, the Guaranteed Maximum Price and Contract Time shall be increased as provided in Article 14 of AIA Document A201- 2017, except that the term "profit" shall be understood to mean the Construction Manager's Fee as described in Sections 6.1 and 6.3.5 of this Agreement. ARTICLE 14 MISCELLANEOUS PROVISIONS § 14.1 Terms in this Agreement shall have the same meaning as those in A201-2017. Where reference is made in this Agreement to a provision of AIA Document A201-2017 or another Contract Document, the reference refers to that provision as amended or supplemented by other provisions of the Contract Documents. § 14.2 Successors and Assigns The Owner and Construction Manager, respectively, bind themselves, their partners, successors, assigns and legal representatives to covenants, agreements, and obligations contained in the Contract Documents. Neither party to the Contract shall assign the Contract as a whole without written consent of the other. If either party attempts to make an assignment without such consent, that party shall nevertheless remain legally responsible for all obligations under the Contract. § 14.3 Insurance and Bonds § 14.3.1 Preconstruction Phase The Construction Manager shall maintain insurance for the duration of the Preconstruction Services performed under this Agreement. If any of the requirements set forth below exceed the types and limits the Construction Manager normally maintains, the Owner shall reimburse the Construction Manager for any additional cost. AIA Document A133- - 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used 23 without permission. This draft was produced by AIA software at 21:12:43 ET on 06/04/2020 under Order No.7695426772 which expires on 04/30/2021, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1785016114) § 14.3.1.1 Commercial General Liability with policy limits of not less than One Million Dollars ($1,000,000.00) for each occurrence and Two Million Dollars ($2,000,00.00�) in the aggregate for bodily injury and property damage. The Policy shall contain a waiver of subrogation in favor of the Owner, and shall contain an endorsement requiring the Owner be given thirty (30) days' notice of cancellation. § 14.3.1.2 Automobile Liability covering vehicles owned, and non -owned vehicles used, by the Construction Manager with policy limits of not less than One Million Dollarr, ($1,000,000.00) per accident for bodily injury, death of any person, and property damage arising out of the ownership, maintenance and use of those motor vehicles, along with any other statutorily required automobile coverage, and including a waiver of subrogation in favor of the Owner. § 14.3.1.3 The Construction Manager may achieve the required limits and coverage for Commercial General Liability and Automobile Liability through a combination of primary and excess or umbrella liability insurance, provided that such primary and excess or umbrella liability insurance policies result in the same or greater coverage as the coverages required under Sections 14.3.1.1 and 14.3.1.2, and in no event shall any excess or umbrella liability insurance provide narrower coverage than the primary policy. The excess policy shall not require the exhaustion of the underlying limits only through the actual payment by the underlying insurers. § 14.3.1.4 Workers' Compensation at statutory limits and providing a waiver of subrogation in favor of Owner, and Employers Liability with policy limits not less than One Hundred Thousand ($100,000.00) each accident, One Hundred Vhousan4 ($ 100,000.00 ) each employee, and Five Hundred Thousand ($500,000.00) policy limit. § 14.3.1.5 Professional Liability covering negligent acts, errors and omissions in the performance of professional services, with policy limits of not less than One Million Dollars ($ LQOO,000.00) per claim and So Million ($2,000,000.00) in the aggregate. The City prefers this policy be written on an Occurrence Form. If coverage is provided on a Claims -Made Form, then it must have a retroactive date at least to the first date of the applicable contract for which coverage is provided. The policy shall also have an endorsement requiring the Owner be given thirty (30) days' advance notice of cancellation. § 14.3.1.6 Other Insurance (List below any other insurance coverage to be provided by the Construction Manager and any applicable limits) Coverage Limits None § 14.3.1.7 Additional Insured Obligations. To the fullest extent permitted by law, the Construction Manager shall cause the primary and excess or umbrella polices for Commercial General Liability and Automobile Liability to include the Owner as an additional insured for claims caused in whole or in part by the Construction Manager's negligent acts or omissions. The additional insured coverage shall be primary and non-contributory to any of the Owner's insurance policies and shall apply to both ongoing and completed operations. § 14.3.1.8 The Construction Manager shall provide certificates of insurance to the Owner that evidence compliance with the requirements in this Section 14.3.1. § 14.3.2 Construction Phase After execution of the Guaranteed Maximum Price Amendment, the Owner and the Construction Manager shall purchase and maintain insurance as set forth in AIA Document A133T",L-2019, Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price, Exhibit B, Insurance and Bonds, and elsewhere in the Contract Documents. § 14.3.2.1 The Construction Manager shall provide bonds as set forth in AIA Document A133TK--2019 Exhibit B, and elsewhere in the Contract Documents. § 14.4 Notice in electronic format, pursuant to Article 1 of AIA Document A201-2017, may be given in accordance with AIA Document E203T" —2013, Building Information Modeling and Digital Data Exhibit, if completed, or as otherwise set forth below: AIA Document A1337 - 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used ,Z4 without permission. This draft was produced by AIA software at 21:12:43 ET on 06/04/2020 under Order No.7695426772 which expires on 04/30/2021, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1785016114) (If other than in accordance with AIA Document E203-2013, insert requirements for delivering notice in electronic format such as name, title, and email address of the recipient and whether and how the system will be required to generate a read receipt for the transmission) § 14.5 Governing Law; Venue This Agreement and all of the transactions contemplated herein shall be governed by and construed in accordance with the laws of the State of Texas. The provisions and obligations of this Agreement are performable in Tarrant County, Texas such that exclusive venue for any state action arising out of this Agreement shall be in Tarrant County, Texas, and any federal action arising out of this Agreement must be brought in the United States District Court for the Northern District of Texas — Fort Worth Division.. § 14.6 No Waiver of Immunity or Defense No party, by execution of this Agreement, waives nor shall be deemed to have waived, any immunity or defense that would otherwise be available to it including, without limitation, immunity from liability and suit for damages to one another or to any third -party except as otherwise provided by law. § 14.7 Americans with Disabilities Act. The City of Fort Worth does not discriminate against any qualified disabled person solely by reason of his or her disability, exclude from participation in, deny the benefits of, or other subject individuals to discrimination, including discrimination of employment, under any program or activity that receives or benefits from federal financial assistance. The City ensures that its programs will be conducted, and its facilities operated, in compliance with all nondiscriminatory practices and requirements imposed by or pursuant to 28 CFR Part 35, and 42 USC §§ 12101-122313. Contractor shall abide by the provisions of the ADA with regard to individuals with disabilities and shall include this provision in each of its subcontracts. § 14.8 Title VI of the Civil Rights Act. The City of Fort Worth, Texas, as a recipient of federal financial assistance and under Title VI of the Civil Rights Act of 1964 and related statutes, ensures that no person shall on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or otherwise be subjected to discrimination under any City programs or activities. Contractor agrees to abide by these provisions with regard to its hiring practices and retention of subcontractors for the Project. Contractor shall include this provision in each of its subcontracts. § 14.9 Business Equity Provisions_ All proposers shall note that the Business Equity Ordinance No. 25165-10-2021 (codified in Chapter 20, Article X of the Fort Worth Code of Ordinances, as amended), and any relevant policy or guidance documents, was adopted to ensure the full and equitable participation of certified Minority — and Women - owned business enterprises (M/WBEs), (collectively, "Business Equity Firms") in City contracts for the procurement of goods and services where a contract's total dollar value is greater than $100,000. § 14.10 Right to Audit. Contractor agrees that the City shall, until the expiration of three years after final payment under this Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of the Contractor involving transactions relating to this Contract. § 14.11 Federally funded projects. Contractor shall observe and comply with the requirements of the City of Fort Worth Fiscal Department, Intergovernmental Affairs, and Grants Management as outlined in the Supplemental Conditions contained in the Project Manual. § 14.11.1 Upon request, Contractor must provide the City with complete and accurate information regarding actual work performed by a Minority or Women -Owned Business Enterprises (M/WBE) on the contract and proof of payment thereof. Contractor further agrees to permit an audit and/or examination of any books, records or files in it's possession that will substantiate the actual work performed by an M/WBE. The misrepresentation of acts (other than a negligent misrepresentation) and/or the commission of fraud by the Contractor will be grounds for termination of the contract and/or initiating action under appropriate federal, state, or local laws or ordinances relating to false statement. Further any such misrepresentation (other than a negligent misrepresentation) and/or commission of fraud will result on the Contractor being determined to be irresponsible and barred from participating in City work for a period of time of not less than three years. AIA Document A133- - 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used ,Z5 without permission. This draft was produced by AIA software at 21:12:43 ET on 06/04/2020 under Order No.7695426772 which expires on 04/30/2021, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents° Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1785016114) § 14.11.2 Contractor shall provide monthly reports on utilization of the subcontractors electronically in the Business Equity Management System (B2GNow System). § 14.11.3 The Contractor may count any tier subcontractors and/or suppliers toward meeting the goals. The Contractor may count toward its goal a portion of the total dollar amount of the contract with a joint venture equal to the percentage of the M/WBE participation in the joint venture for a clearly defined portion of the work to be performed. All subcontractors used in meeting the goals must be certified by either the North Central Texas Regional Certification Agency, Dallas/Fort Worth Minority Business Development Council (DFW MSDC), or Women's Business Council - Southwest (WBCS) prior to the award of the Contract. § 14.11.4 Whenever a change order affects the work of an M/WBE subcontractor or supplier, the M/WBE shall be given an opportunity to perform the work. Whenever a change order is in excess of 10% of the original contract, the Business Equity Project Coordinator shall determine the goals applicable to the work to be performed under the change order. During the term of the contract the Contractor shall: Make no unjustified changes or deletions in its M/WBE participation commitments submitted with or subsequent to the bid; and .2 If substantial subcontracting and/or substantial supplier opportunities arise during the term of the contract which the Contractor had represented he would perform with his forces, the Contractor shall notify the City before subcontracts or purchase orders are let, and shall be required to comply with modifications to goals as determined by the City, and, 3. Submit a REQUEST FOR APPROVAL ELECTRONICALLY IN THE B2GNow SYSTEM, if the Contractor desires to change or delete any of the M/WBE subcontractors or suppliers. .4 Justification for change may be granted for the following: .1 Failure of subcontractor to provide evidence of coverage by Workers' Compensation Insurance .2 Failure of subcontractor to provide required general liability or other insurance. .3 Failure of subcontractor to execute a standard subcontract form in the amount of the proposal used by the CONTRACTOR in preparing their M/WBE Participation plan .4 Default by the M/WBE subcontractor or supplier in the performance of the subcontract. .5 Other reasons at the discretion of the Business Equity Project Coordinator § 14.11.5 Before final payment from the City, the Contractor shall provide the Department of Diversity & Inclusion Office with documentation to reflect final participation of each M/WBE subcontractor and supplier used on the project. Upon verification by the Department of Diversity & Inclusion Office that the Contractor has fulfilled its Business Equity goal commitment with bond fide M/WBEs performing commercially useful functions, a recommendation will be made to the Director, Property Management Department, that no reduction in fee should be withheld from the final payment. § 14.12 Termination of the Architect. If the Owner terminates the Architect identified herein above, the Owner shall either appoint a successor Architect against whom the Contractor has no reasonable objection, or shall assume the Architect's duties through the Director of the Property Management Department, ARTICLE 15 SCOPE OF THE AGREEMENT § 15.1 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. § 15.2 The following documents comprise the Agreement: .1 AIA Document A133T"L-2019, Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price .2 AIA Document A133TM-2019, Exhibit A, Guaranteed Maximum Price Amendment, if executed .3 AIA Document A133T" —2019, Exhibit B, Insurance and Bonds AIA Document A133- - 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used 2 c without permission. This draft was produced by AIA software at 21:12:43 ET on 06/04/2020 under Order No.7695426772 which expires on v 04/30/2021, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1785016114) .4 AIA Document A201TK--2017, General Conditions of the Contract for Construction .5 Other Exhibits: (Check all boxes that apply) [. ] AIA Document E234TK--2019, Sustainable Projects Exhibit, Construction Manager as Constructor Edition, dated as indicated below: (Insert the date of the E234-2019 incorporated into this Agreement.) E [ E ] Supplementary and other Conditions of the Contract: Document None . Title Date Pages Other documents, if any, listed below: (List here any additional documents that are intended to form part of the Contract Documents. AIA Document A201-201 7provides that the advertisement or invitation to bid, Instructions to Bidders, sample forms, the Construction Manager's bid orproposal, portions ofAddenda relating to bidding or proposal requirements, and other information furnished by the Owner in anticipation of receiving bids or proposals, are not part of the Contract Documents unless enumerated in this Agreement. Any such documents should be listed here only if intended to be part of the Contract Documents) This Agreement is entered into as of the day and year first written below: OWNER (Signature) CONSTRUCTION MANAGER (Signature) Valerie as mgton, Assistant City Manager c ae reeman, rest e (Printed name and title) (Printed name and title) SEE SIGNATURE PAGE AIA Document A133- - 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used 27 without permission. This draft was produced by AIA software at 21:12:43 ET on 06/04/2020 under Order No.7695426772 which expires on 04/30/2021, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1785016114) Executed effective as of the date signed by the Assistant City Manager below. FORT WORTH: City of Fort Worth voo, Wk4 l By: Valerie Washington (Aug 20, 202514:49:18 CDT) Name: Valerie Washington Title: Assistant City Manager Date: 08/20/2025 Approval Recommended: By: Name: Marilyn Marvin Title: Director, Property Management Attest: By: Name: Jannette Goodall Title: City Secretary VENDOR: Steele Freeman, Inc. NIlchaet D Tnewa� BYWchael D. Freeman Jul 29, 2025 11:12:38 CDT) Name: Micheal D. Freeman Title: President Date: 07/29/2025 Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: Name: Nikita N. Watts Title: Sr. Capital Projects Officer Approved as to Form and Legality: By: Stephen Hines (Aug 20, 2025 14:33:05 CDT) Name: Stephen M. Hines Title: Senior Assistant City Attorney Contract Authorization: M&C: NA AIA Document A133- - 2019. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used 2 8 without permission. This draft was produced by AIA software at 21:12:43 ET on 06/04/2020 under Order No.7695426772 which expires on 04/30/2021, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1785016114) AIA Document A133- - 2019 Exhibit A Guaranteed Maximum Price Amendment This Amendment dated the «_.,g day of « » in the year « », is incorporated into the accompanying AIA Document A133T",L-2019, Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price dated the « » day of E in the year « » (the "Agreement") (In words, indicate day, month, and year.) for the following PROJECT: (Name and address or location) MLK Replacement (HUB) & Pool » 5565 Truman Drive» Fort Worth, TX 76112» THE OWNER: (Name, legal status, and address) The City of Fort Worth, Texas ATTN: Nikita N. Watts» 100 Fort Worth Trail » Fort Worth, Texas 76102 » THE CONSTRUCTION MANAGER: (Name, legal status, and address) u Steele Freeman, In . 1301 Lawson Road» o Fort Worth, TX 76131» TABLE OF ARTICLES A.1 GUARANTEED MAXIMUM PRICE ri A.2 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION A.3 INFORMATION UPON WHICH AMENDMENT IS BASED A.4 CONSTRUCTION MANAGER'S CONSULTANTS, CONTRACTORS, DESIGN PROFESSIONALS, AND SUPPLIERS 1 ARTICLE A.1 GUARANTEED MAXIMUM PRICE § A.1.1 Guaranteed Maximum Price Pursuant to Section 3.2.6 of the Agreement, the Owner and Construction Manager hereby amend the Agreement to establish a Guaranteed Maximum Price. As agreed by the Owner and Construction Manager, the Guaranteed Maximum Price is an amount that the Contract Sum shall not exceed. The Contract Sum consists of the Construction Manager's Fee plus the Cost of the Work, as that term is defined in Article 6 of the Agreement. ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AIA Document A2011S"-2017, General Conditions of the Contract for Construction, is adopted in this document by reference. Do not use with other general conditions unless this document is modified. ELECTRONIC COPYING of any portion of this AIA® Document to another electronic file is prohibited and constitutes a violation of copyright laws as set forth in the footer of this document. AIA Document A133- - 2019 Exhibit A. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," 'AIA," the AIA Logo, and ^AIA Contract Documents" are registered trademarks and may not be used without permission. This draft was produced by AIA software at 11:22:09 ET on 06/05/2020 under Order No.7695426772 which expires on 04/30/2021, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2003455589) § A.1.1.1 The Contract Sum is guaranteed by the Construction Manager not to exceed E ($ ), subject to additions and deductions by Change Order as provided in the Contract Documents. § A.1.1.2 Itemized Statement of the Guaranteed Maximum Price. Provided below is an itemized statement of the Guaranteed Maximum Price organized by trade categories, including allowances; the Construction Manager's contingency; alternates; the Construction Manager's Fee; and other items that comprise the Guaranteed Maximum Price as defined in Section 3.2.1 of the Agreement. (Provide itemized statement below or reference an attachment.) § A.1.1.3 The Construction Manager's Fee is set forth in Section 6.1.2 of the Agreement. § A.1.1.4 The method of adjustment of the Construction Manager's Fee for changes in the Work is set forth in Section 6.1.3 of the Agreement. § A.1.1.5 Alternates § A.1.1.5.1 Alternates, if any, included in the Guaranteed Maximum Price: Item Price § A.1.1.5.2 Subject to the conditions noted below, the following alternates may be accepted by the Owner following execution of this Exhibit A. Upon acceptance, the Owner shall issue a Modification to the Agreement. (Insert below each alternate and the conditions that must be met for the Owner to accept the alternate) Item Price Conditions for Acceptance § A.1.1.6 Unit prices, if any: (Identify the item and state the unit price and quantity limitations, if any, to which the unit price will be applicable) Item Units and Limitations Price per Unit ($0.00) ARTICLE A.2 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION § A.2.1 The date of commencement of the Work shall be: (Check one of the following boxes) [ (I J) ] The date of execution of this Amendment. [ K jM] Established as follows: (Insert a date or a means to determine the date of commencement of the Work.) E If a date of commencement of the Work is not selected, then the date of commencement shall be the date of execution of this Amendment. § A.2.2 Unless otherwise provided, the Contract Time is the period of time, including authorized adjustments, allotted in the Contract Documents for Substantial Completion of the Work. The Contract Time shall be measured from the date of commencement of the Work. § A.2.3 Substantial Completion § A.2.3.1 Subject to adjustments of the Contract Time as provided in the Contract Documents, the Construction Manager shall achieve Substantial Completion of the entire Work: (Check one of the following boxes and complete the necessary information) AIA Document A133- - 2019 Exhibit A. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This draft was produced by AIA software at 11:22:09 ET on 06/05/2020 under Order No.7695426772 which expires on 04/30/2021, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2003455589) [ E ] Not later than E>:> ( o >> ) calendar days from the date of commencement of the Work. [ E ] By the following date: E § A.2.3.2 Subject to adjustments of the Contract Time as provided in the Contract Documents, if portions of the Work are to be completed prior to Substantial Completion of the entire Work, the Construction Manager shall achieve Substantial Completion of such portions by the following dates: Portion of Work Substantial Completion Date § A.2.3.3 If the Construction Manager fails to achieve Substantial Completion as provided in this Section A.2.3, liquidated damages, if any, shall be assessed as set forth in Section 6.1.6 of the Agreement. ARTICLE A.3 INFORMATION UPON WHICH AMENDMENT IS BASED § A.3.1 The Guaranteed Maximum Price and Contract Time set forth in this Amendment are based on the Contract Documents and the following: § A.3.1.1 The following Supplementary and other Conditions of the Contract: Document Title Date § A.3.1.2 The following Specifications: (Either list the Specifications here, or refer to an exhibit attached to this Amendment.) Section Title Date § A.3.1.3 The following Drawings: (Either list the Drawings here, or refer to an exhibit attached to this Amendment.) Number l Title Date Pages Pages § A.3.1.4 The Sustainability Plan, if any: (If the Owner identified a Sustainable Objective in the Owner's Criteria, identify the document or documents that comprise the Sustainability Plan by title, date and number of pages, and include other identifying information. The Sustainability Plan identifies and describes the Sustainable Objective; the targeted Sustainable Measures; implementation strategies selected to achieve the Sustainable Measures; the Owner's and Construction Manager's roles and responsibilities associated with achieving the Sustainable Measures; the specific details about design reviews, testing or metrics to verify achievement of each Sustainable Measure; and the Sustainability Documentation required for the Project, as those terms are defined in Exhibit C to the Agreement.) Title Other identifying information: Date § A.3.1.5 Allowances, if any, included in the Guaranteed Maximum Price: (Identify each allowance) Pages AIA Document A133- - 2019 Exhibit A. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used 3 without permission. This draft was produced by AIA software at 11:22:09 ET on 06/05/2020 under Order No.7695426772 which expires on 04/30/2021, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2003455589) Item Price § A.3.1.6 Assumptions and clarifications, if any, upon which the Guaranteed Maximum Price is based: (Identify each assumption and clarification.) § A.3.1.7 The Guaranteed Maximum Price is based upon the following other documents and information: (List any other documents or information here, or refer to an exhibit attached to this Amendment.) ARTICLE A.4 CONSTRUCTION MANAGER'S CONSULTANTS, CONTRACTORS, DESIGN PROFESSIONALS, AND SUPPLIERS § A.4.1 The Construction Manager shall retain the consultants, contractors, design professionals, and suppliers, identified below: (List name, discipline, address, and other information) This Amendment to the Agreement entered into as of the day and year first written above. OWNER (Signature) 0 W< »%�IIIIIIIIIIF (Printed name and title) CONSTRUCTION MANAGER (Signature) m< » (Printed name and title) AIA Document A133' - 2019 Exhibit A. Copyright © 1991, 2003, 2009, and 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This draft was produced by AIA software at 11:22:09 ET on 06/05/2020 under Order No.7695426772 which expires on 04/30/2021, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (2003455589) DRAF'7 AIA' Document A133" - 2019 Exhibit B Insurance and Bonds This Insurance and Bonds Exhibit is part of the Agreement, between the Owner and the Construction Manager, dated the « » day of « » in the year « » (In words, indicate day, month and year.) for the following PROJECT: (Name and location or address) ADDITIONS AND DELETIONS: The author of this document has added information «MLK Replacement (HUB) & POO1» needed for its completion. « 5565 Truman Drive» The author may also have revised the text of the « Fort Worth TX 76112» original AIA standard form. An Additions and Deletions THE OWNER: Report that notes added (Name, legal status, and address) information as well as revisions to the standard form text is available from « The City of Fort Worth, Texas the author and should be ATTN: Nikita N. Watts » reviewed. « 100 Fort Worth Trail» This document has important «Fort, Worth, Texas 76102» legal consequences. Consultation with an attorney is encouraged with THE CONSTRUCTION MANAGER: respect to its completion (Name, legal status, and address) or modification. This document is intended « Steele Freeman, Inc. » to be used in conjunction 1301 Lawson Road» with AIA Document A201-- 2017, General Conditions of Fort Worth, TX 76131» the Contract for Construction. Article 11 of A201--2017 contains additional insurance TABLE OF ARTICLES provisions. B.1 GENERAL B.2 OWNER'S INSURANCE B.3 CONSTRUCTION MANAGER'S INSURANCE AND BONDS B.4 SPECIAL TERMS AND CONDITIONS ELECTRONIC COPYING of any portion of this AIA® Document to another electronic file is prohibited and constitutes a violation of copyright laws as set forth in the footer of this document. AIA Document A133" - 2019 Exhibit B. Copyright © 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This draft was produced by AIA software at 11:22:26 ET on 06/05/2020 under Order No.7695426772 which expires on 04/30/2021, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1699305329) ARTICLE B.1 GENERAL The Owner and Construction Manager shall purchase and maintain insurance, and provide bonds as required by Chapter 2253 of the Texas Government Code, as set forth in this Exhibit. As used in this Exhibit, the term General Conditions refers to AIA Document A201Tm-2017, General Conditions of the Contract for Construction. ARTICLE B.2 OWNER'S INSURANCE § B.2.1 General This Section is intentionally left blank. § B.2.2 Liability Insurance This Section is intentionally left blank. § B.2.3 Required Property Insurance § B.2.3.1 This Section is intentionally left blank. § B.2.3.1.1 This Section is intentionally left blank. § B.2.3.1.2 This Section is intentionally left blank. § B.2.3.1.3 This Section is intentionally left blank. § B.2.3.1.4 This Section is intentionally left blank. § B.2.3.2 This Section is intentionally left blank. § B.2.3.3 This Section is intentionally left blank. § B.2.4 This Section is intentionally left blank. § B.2.5 This Section is intentionally left blank. ARTICLE B.3 CONSTRUCTION MANAGER'S INSURANCE AND BONDS § B.3.1 General § B.3.1.1 Certificates of Insurance. The Construction Manager shall provide certificates of insurance acceptable to the Owner evidencing compliance with the requirements in this Article 13.3 at the following times: (1) prior to commencement of the Work; (2) upon renewal or replacement of each required policy of insurance; and (3) upon the Owner's written request. An additional certificate evidencing continuation of commercial liability coverage, including coverage for completed operations, shall be submitted with the final Application for Payment and thereafter upon renewal or replacement of such coverage until the expiration of the periods required by Section 13.3.2.1 and Section 13.3.3.1. The certificates will show the Owner as an additional insured on the Construction Manager's Commercial General Liability and excess or umbrella liability policy or policies. § B.3.1.2 Deductibles and Self -Insured Retentions. The Construction Manager shall disclose to the Owner any deductible or self- insured retentions applicable to any insurance required to be provided by the Construction Manager. § B.3.1.3 Additional Insured Obligations. To the fullest extent permitted by law, the Construction Manager shall cause the commercial general liability coverage to include (1) the Owner, the Architect, and the Architect's consultants as additional insureds for claims caused in whole or in part by the Construction Manager's negligent acts or omissions during the Construction Manager's operations; and (2) the Owner as an additional insured for claims caused in whole or in part by the Construction Manager's negligent acts or omissions for which loss occurs during completed operations. The additional insured coverage shall be primary and non-contributory to any of the Owner's general liability insurance policies and shall apply to both ongoing and completed operations. To the extent commercially available, the additional insured coverage shall be no less than that provided by Insurance Services Office, Inc. (ISO) forms CG 20 10 07 04, CG 20 37 07 04, and, with respect to the Architect and the Architect's consultants, CG 20 32 07 04. AIA Document A133- - 2019 Exhibit B. Copyright © 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This draft was produced by AIA software at 11:22:26 ET on 06/05/2020 under Order No.7695426772 which expires on 04/30/2021, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1699305329) § B.3.2 Construction Manager's Required Insurance Coverage § B.3.2.1 The Construction Manager shall purchase and maintain the following types and limits of insurance from an insurance company or insurance companies lawfully authorized to issue insurance in Texas. The Construction Manager shall maintain the required insurance until the expiration of the period for correction of Work as set forth in Section 12.2.2 of the General Conditions, unless a different duration is stated below: (If the Construction Manager is required to maintain insurance for a duration other than the expiration of the period for correction of Work, state the duration) § B.3.2.2 Commercial General Liability § B.3.2.2.1 Commercial General Liability insurance for the Project written on an occurrence form with policy limits of not less than o One Million >> ($ « 1,000,000 >> ) each occurrence, « Two Million I ($ <2,000,000 J ) general aggregate, and JTwo Million >> ($ �< 2,000,000 >1) aggregate for products -completed operations hazard, providing coverage for claims including .1 damages because of bodily injury, sickness or disease, including occupational sickness or disease, and death of any person; .2 personal injury and advertising injury; .3 damages because of physical damage to or destruction of tangible property, including the loss of use of such property; .4 bodily injury or property damage arising out of completed operations; and .5 the Construction Manager's indemnity obligations under Section 3.18 of the General Conditions. The policy shall contain a waiver of subrogation in favor of the Owner, and shall contain an endorsement requiring the Owner be given thirty (30) days' advance notice of cancellation. § B.3.2.2.2 The Construction Manager's Commercial General Liability policy under this Section B.3.2.2 shall not contain an exclusion or restriction of coverage for the following: .1 Claims by one insured against another insured, if the exclusion or restriction is based solely on the fact that the claimant is an insured, and there would otherwise be coverage for the claim. .2 Claims for property damage to the Construction Manager's Work arising out of the products - completed operations hazard where the damaged Work or the Work out of which the damage arises was performed by a Subcontractor. .3 Claims for bodily injury other than to employees of the insured. .4 Claims for indemnity under Section 3.18 of the General Conditions arising out of injury to employees of the insured. .5 Claims or loss excluded under a prior work endorsement or other similar exclusionary language. .6 Claims or loss due to physical damage under a prior injury endorsement or similar exclusionary language. .7 Claims related to residential, multi -family, or other habitational projects, if the Work is to be performed on such a project. .8 Claims related to roofing, if the Work involves roofing. .9 Claims related to exterior insulation finish systems (EIFS), synthetic stucco or similar exterior coatings or surfaces, if the Work involves such coatings or surfaces. .10 Claims related to earth subsidence or movement, where the Work involves such hazards. .11 Claims related to explosion, collapse and underground hazards, where the Work involves such hazards. § B.3.2.3 Automobile Liability covering vehicles owned, and non -owned vehicles used, by the Construction Manager, with policy limits of not less than <<Five Hundred Thousand J ($ <<500,000 >1) per accident, for bodily injury, death of any person, and property damage arising out of the ownership, maintenance and use of those motor vehicles along with any other statutorily required automobile coverage. The policy shall contain a waiver of subrogation in favor of the Owner. AIA Document A133- - 2019 Exhibit B. Copyright © 2019 by The American Institute of Architects. All rights reserved. The -America, Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This 3 draft was produced by AIA software at 11:22:26 ET on 06/05/2020 under Order No.7695426772 which expires on 04/30/2021, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1699305329) § B.3.2.4 The Construction Manager may achieve the required limits and coverage for Commercial General Liability and Automobile Liability through a combination of primary and excess or umbrella liability insurance, provided such primary and excess or umbrella insurance policies result in the same or greater coverage as the coverages required under Section B.3.2.2 and B.3.2.3, and in no event shall any excess or umbrella liability insurance provide narrower coverage than the primary policy. The excess policy shall not require the exhaustion of the underlying limits only through the actual payment by the underlying insurers. § B.3.2.5 The Construction Manager shall obtain Workers' Compensation insurance at statutory limits and providing for a waiver of subrogation in favor of Owner. § B.3.2.6 Employers' Liability with policy limits not less than <<One Hundred Thousand >> ($ «100,000 >> ) each accident, <f One Hundred Thousan ($ 00,000 ) each employee, and « Five Hundred Thousand >> ($ <<500,000 >3) policy limit. § B.3.2.7 This Section is intentionally left blank. § B.3.2.8 If the Construction Manager is required to furnish professional services as part of the Work, the Construction Manager shall procure Professional Liability insurance covering performance of the rofessional services, with policy limits of not less than <<One Million >> ($ <<1,000,000 J ) per claim and ($ 000,000 >> ) in the aggregate. The City prefers this policy be written on an Occurrence Form. If coverage is provided on a Claims -Made Form, then the policy must have a retroactive date at least to the first date of the applicable contract for which coverage is provided. The policy shall also have an endorsement requiring the Owner be given thirty (30) days' advance notice of cancellation. § B.3.2.9 If the Work involves the transport, dissemination, use, or release of pollutants, the Construction Manager shall procure Pollution Liability insurance, with policy limits of not less than LOne Million >> ($ « 1,000,000 ») per claim and ($ ) in the aggregate. § B.3.2.10 Coverage under Sections B.3.2.8 and B.3.2.9 may be procured through a Combined Professional Liability and Pollution Liability insurance polic ,with combined policy limits of not less than <<One Million >> ($ << 1,000,000 I) per claim and <<One Million >1($ S� ) in the aggregate. § B.3.2.11 Insurance for maritime liability risks associated with the operation of a vessel, if the Work requires such activities, with policy limits of not less than o One Million >> ($ « 1,000,000 21 ) per claim and << One Million >> ($ 1,000,000 >> ) in the aggregate. § B.3.2.12 Insurance for the use or operation of manned or unmanned aircraft, if the Work requires such activities, with policy limits of not less than <<One Million >> ($ « 1,000,000 >> ) per claim and <<One Million >> ($ << 1,000,000 >> ) in the aggregate. § B.3.3 Construction Manager's Other Insurance Coverage § B.3.3.1 Insurance selected and described in this Section B.3.3 shall be purchased from an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located. The Construction Manager shall maintain the required insurance until the expiration of the period for correction of Work as set forth in Section 12.2.2 of the General Conditions, unless a different duration is stated below: (If the Construction Manager is required to maintain any of the types of insurance selected below for a duration other than the expiration of the period for correction of Work, state the duration) § B.3.3.2 The Construction Manager shall purchase and maintain the following types and limits of insurance in accordance with Section B.3.3.1. (Select the types of insurance the Construction Manager is required to purchase and maintain by placing an X in the box(es) next to the description(s) of selected insurance. Where policy limits are provided, include the policy limit in the appropriate fill point.) AIA Document A133- - 2019 Exhibit B. Copyright © 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents- are registered trademarks and may not be used without permission. This draft was produced by AIA software at 11:22:26 ET on 06/OS/2020 under Order No.7695426772 which expires on 09/30/2021, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1699305329) [ M ] § B.3.3.2.1 Builder's Risk Insurance Required The Construction Manager shall obtain property insurance written on a builder's risk "all-risks" completed value or equivalent policy form and sufficient to cover the total value of the entire Project on a replacement cost basis. The policy's property insurance coverage shall be no less than the amount of the initial Contract Sum, plus the value of subsequent Modifications and labor performed and materials or equipment supplied by others. The property insurance shall be maintained until Final Completion unless otherwise provided in the Contract Documents or otherwise agreed in writing by the Parries to this Agreement. This insurance shall include the interests of the Owner, Construction Manager, Subcontractors, and Sub -subcontractors in the Project as insureds. The Construction Manager shall disclose to the Owner the amount of any deductible. The Owner shall adjust and settle the loss with the insurer and be the trustee of the proceeds of the property insurance in accordance with Article 11 of the General Conditions unless otherwise set forth below: (Where the Construction Manager's obligation to provide property insurance differs from the Owner's obligations as described under Section B.2.3, indicate such differences in the space below. Additionally, if a party other than the Owner will be responsible for adjusting and settling a loss with the insurer and acting as the trustee of the proceeds of property insurance in accordance with Article 11 of the General Conditions, indicate the responsible party below.) [ «» ] § B.3.3.2.2 Railroad Protective Liability Insurance, with policy limits of not less than «the amounts required in the railroad right-of-wa ywork permit » for Work within fifty (50) feet of railroad property. [ « » ] § B.3.3.2.3 Asbestos Abatement Liability Insurance, with nolicy limits of not less than «One Million Dollars » ($ «1,000,000 » ) per claim and «Two Million Dollars » ($ a2,000,000 » ) in the aggregate, for liability arising from the encapsulation, removal, handling, storage, transportation, and disposal of asbestos -containing material. The coverage shall include any asbestos exposure, including environmental impairment liability, associated with the services and operations performed under this contract as well as sudden and accidental contamination or asbestos exposure liability for gradual emissions and clean-up costs. [ «X » ] § B.3.3.2.4 Insurance for physical damage to property while it is in storage and in transit to the construction site on an "all-risks" completed value form. [ ] § B.3.3.2.5 Property insurance on an "all-risks" completed value form, covering property owned by the Construction Manager and used on the Project, including scaffolding and other equipment. [ « » ] § B.3.3.2.6 Other Insurance (List below any other insurance coverage to be provided by the Construction Manager and any applicable limits) Coverage Limits V § B.3.4 Performance Bond and Payment Bond The Construction Manager shall provide surety bonds as required by Chapter 2253 of the Texas Government Code. The amount of each bond shall be equal to one hundred percent (100%) of the Contract Sum. The bonds shall be provided on forms acceptable to the Owner and must be issued by a .company or companies lawfully authorized to issue surety bonds in Texas. § B.3.4 Maintenance Bond The Construction Manager shall provide a maintenance bond from a company or companies qualified to issue a payment or performance bond pursuant to Chapter 2253 of the Texas Government Code. The amount of said bond ATA Document A133" - 2019 Exhibit B. Copyright ® 2019 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This 5 draft was produced by AIA software at 11:22:26 ET on 06/05/2020 under Order No.7695426772 which expires on 04/30/2021, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1699305329) shall be equal to one hundred percent (100%) of the Contract Sum. The bond shall be provided on forms acceptable to the Owner. ARTICLE 13.4 SPECIAL TERMS AND CONDITIONS Special terms and conditions that modify this Insurance and Bonds Exhibit, if any, are as follows: ram AIA Document A133- - 2019 Exhibit B. Copyright © 2019 by The American Institute of Architects. All rights reserved. The -America, Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks and may not be used without permission. This 6 draft was produced by AIA software at 11:22:26 ET on 06/05/2020 under Order No.7695426772 which expires on 04/30/2021, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (1699305329) AIA Document A201® - 2017 General Conditions of the Contract for Construction for the following PROJECT: (Name and location or address) MLK Replacement (HUB) & Pool)) 5565 Truman Drive» Fort Worth, TX 76112» THE OWNER: (Name, legal status and address) The City of Fort Worth, Texas » ATTN: Nikita Watts » 100 Fort Worth Trail » Fort Worth, TX 76102 » THE CONSTRUCTION MANAGER: (Name, legal status and address) MLK Replacement (HUB) & Pool » 5565 Truman Drive» Fort Worth, TX 76112» THE ARCHITECT: (Name, legal status and address) Harrison Kornberg Architects» 3800 Buffalo Speedway, STE 550» Houston, TX 77098» §TABLE OF ARTICLES 1 GENERAL PROVISIONS h��P►�1►1�1: 3 CONTRACTOR 4 ARCHITECT 5 SUBCONTRACTORS 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 7 CHANGES IN THE WORK 8 TIME 9 PAYMENTS AND COMPLETION 10 PROTECTION OF PERSONS AND PROPERTY 11 INSURANCE AND BONDS 12 UNCOVERING AND CORRECTION OF WORK 13 MISCELLANEOUS PROVISIONS 14 TERMINATION OR SUSPENSION OF THE CONTRACT 15 CLAIMS AND DISPUTES JIM ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. For guidance in modifying this document to include supplementary conditions, see AIA Document A503-, Guide for Supplementary Conditions. ELECTRONIC COPYING of any portion of this AIA® Document to another electronic file is prohibited and constitutes a violation of copyright laws as set forth in the footer of this document. User Notes: (844121424) 1 INDEX (Topics and numbers in bold are Section headings.) Acceptance of Nonconforming Work 9.6.6, 9.9.3,12.3 Acceptance of Work 9.6.6, 9.8.2, 9.9.3, 9.10.1, 9.10.3, 12.3 Access to Work 3.16, 6.2.1, 12.1 Accident Prevention 10 Acts and Omissions 3.2, 3.3.2, 3.12.8, 3.18, 4.2.3, 8.3.1, 9.5.1, 10.2.5, 10.2.8, 13.3.2, 14.1, 15.1.2, 15.2 Addenda 1.1.1 Additional Costs, Claims for 3.7.4, 3.7.5, 10.3.2, 15.1.5 Additional Inspections and Testing 9.4.2, 9.8.3, 12.2.1, 13.4 Additional Time, Claims for 3.2.4, 3.7.4, 3.7.5, 3.10.2, 8.3.2, 15.1.6 Administration of the Contract 3.1.3, 4.2, 9.4, 9.5 Advertisement or Invitation to Bid 1.1.1 Aesthetic Effect 4.2.13 Allowances 3.8 Applications for Payment 4.2.5, 7.3.9, 9.2, 9.3, 9.4, 9.5.1, 9.5.4, 9.6.3, 9.7, 9. 10 Approvals 2.1.1, 2.3.1, 2.5, 3.1.3, 3.10.2, 3.12.8, 3.12.9, 3.12.10.1, 4.2.7, 9.3.2, 13.4.1 Arbitration 8.3.1, 15.3.2, 15.4 ARCHITECT 4 Architect, Definition of 4.1.1 Architect, Extent of Authority 2.5, 3.12.7, 4.1.2, 4.2, 5.2, 6.3, 7.1.2, 7.3.4, 7.4, 9.2, 9.3.1, 9.4, 9.5, 9.6.3, 9.8, 9.10.1, 9.10.3, 12.1, 12.2.1, 13.4.1, 13.4.2, 14.2.2, 14.2.4, 15.1.4, 15.2.1 Architect, Limitations of Authority and Responsibility 2.1.1, 3.12.4, 3.12.8, 3.12.10, 4.1.2, 4.2.1, 4.2.2, 4.2.3, 4.2.6, 4.2.7, 4.2.10, 4.2.12, 4.2.13, 5.2.1, 7.4, 9.4.2, 9.5.4, 9.6.4, 15.1.4, 15.2 Architect's Additional Services and Expenses 2.5, 12.2.1, 13.4.2, 13.4.3, 14.2.4 Architect's Administration of the Contract 3.1.3, 3.7.4, 15.2, 9.4.1, 9.5 Architect's Approvals 2.5, 3.1.3, 3.5, 3.10.2, 4.2.7 Architect's Authority to Reject Work 3.5, 4.2.6, 12.1.2, 12.2.1 Architect's Copyright 1.1.7, 1.5 Architect's Decisions 3.7.4, 4.2.6, 4.2.7, 4.2.11, 4.2.12, 4.2.13, 4.2.14, 6.3, 7.3.4, 7.3.9, 8.1.3, 8.3.1, 9.2, 9.4.1, 9.5, 9.8.4, 9.9.1, 13.4.2, 15.2 Architect's Inspections 3.7.4, 4.2.2, 4.2.9, 9.4.2, 9.8.3, 9.9.2, 9.10.1, 13.4 Architect's Instructions 3.2.4, 3.3.1, 4.2.6, 4.2.7, 13.4.2 Architect's Interpretations 4.2.11, 4.2.12 Architect's Project Representative 4.2.10 Architect's Relationship with Contractor 1.1.2, 1.5, 2.3.3, 3.1.3, 3.2.2, 3.2.3, 3.2.4, 3.3.1, 3.4.2, 3.5, 3.7.4, 3.7.5, 3.9.2, 3.9.3, 3.10, 3.11, 3.12, 3.16, 3.18, 4.1.2, 4.2, 5.2, 6.2.2, 7, 8.3.1, 9.2, 9.3, 9.4, 9.5, 9.7, 9.8, 9.9, 10.2.6, 10.3, 11.3, 12, 13.3.2, 13.4, 15.2 Architect's Relationship with Subcontractors 1.1.2, 4.2.3, 4.2.4, 4.2.6, 9.6.3, 9.6.4, 11.3 Architect's Representations 9.4.2, 9.5.1, 9.10.1 Architect's Site Visits 3.7.4, 4.2.2, 4.2.9, 9.4.2, 9.5.1, 9.9.2, 9.10.1, 13.4 Asbestos 10.3.1 Attorneys' Fees 3.18.1, 9.6.8, 9.10.2, 10.3.3 Award of Separate Contracts 6.1.1, 6.1.2 Award of Subcontracts and Other Contracts for Portions of the Work 5.2 Basic Definitions 1.1 Bidding Requirements 1.1.1 Binding Dispute Resolution 8.3.1, 9.7, 11.5, 13.1, 15.1.2, 15.1.3, 15.2.1, 15.2.5, 15.2.6.1, 15.3.1, 15.3.2, 15.3.3, 15.4.1 Bonds, Lien 7.3.4.4, 9.6.8, 9.10.2, 9.10.3 Bonds, Performance, and Payment 7.3.4.4, 9.6.7, 9.10.3, 11.1.2, 11.1.3, 11.5 Building Information Models Use and Reliance 1.8 Building Permit 3.7.1 Capitalization 1.3 Certificate of Substantial Completion 9.8.3, 9.8.4, 9.8.5 Certificates for Payment 4.2.1, 4.2.5, 4.2.9, 9.3.3, 9.4, 9.5, 9.6.1, 9.6.6, 9.7, 9.10.1, 9.10.3, 14.1.1.3, 14.2.4, 15.1.4 AIA Document A201® - 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA 2 Contract Documents" are registered trademarks and may not be used without permission. This draft was produced by AIA software at 18:44:22 ET on 11/04/2022 under Order No.2114305205 which expires on 03/27/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia. org. User Notes: (844121424) Certificates of Inspection, Testing or Approval 13.4.4 Certificates of Insurance 9.10.2 Change Orders 1. 1. 1, 3.4.2, 3.7.4, 3.8.2.3, 3.11, 3.12.8, 4.2.8, 5.2.3, 7.1.2, 7.1.3, 7.2, 7.3.2, 7.3.7, 7.3.9, 7.3.10, 8.3.1, 9.3.1.1, 9.10.3, 10.3.2, 11.2, 11.5, 12.1.2 Change Orders, Definition of 7.2.1 CHANGES IN THE WORK 2.2.2, 3.11, 4.2.8, 7, 7.2.1, 7.3.1, 7.4, 8.3.1, 9.3. 1. 1, 11.5 Claims, Definition of 15.1.1 Claims, Notice of 1.6.2, 15.1.3 CLAIMS AND DISPUTES 3.2.4, 6.1.1, 6.3, 7.3.9, 9.3.3, 9.10.4, 10.3.3, 15, 15.4 Claims and Timely Assertion of Claims 15.4.1 Claims for Additional Cost 3.2.4, 3.3.1, 3.7.4, 7.3.9, 9.5.2, 10.2.5, 10.3.2, 15.1.5 Claims for Additional Time 3.2.4, 3.3.1, 3.7.4, 6.1.1, 8.3.2, 9.5.2, 10.3.2,15.1.6 Concealed or Unknown Conditions, Claims for 3.7.4 Claims for Damages 3.2.4, 3.18, 8.3.3, 9.5.1, 9.6.7, 10.2.5, 10.3.3, 11.3, 11.3.2, 14.2.4, 15.1.7 Claims Subject to Arbitration 15.4.1 Cleaning Up 3.15, 6.3 Commencement of the Work, Conditions Relating to 2.2.1, 3.2.2, 3.4.1, 3.7.1, 3.10.1, 3.12.6, 5.2.1, 5.2.3, 6.2.2, 8.1.2, 8.2.2, 8.3.1, 11.1, 11.2, 15.1.5 Commencement of the Work, Definition of 8.1.2 Communications 3.9.1, 4.2.4 Completion, Conditions Relating to 3.4.1, 3.11, 3.15, 4.2.2, 4.2.9, 8.2, 9.4.2, 9.8, 9.9. 1, 9.10, 12.2, 14.1.2, 15.1.2 COMPLETION, PAYMENTS AND 9 Completion, Substantial 3.10.1, 4.2.9, 8.1.1, 8.1.3, 8.2.3, 9.4.2, 9.8, 9.9. 1, 9.10.3, 12.2, 15.1.2 Compliance with Laws 2.3.2, 3.2.3, 3.6, 3.7, 3.12.10, 3.13, 9.6.4, 10.2.2, 13.1, 13.3, 13.4.1, 13.4.2, 13.5, 14.1.1, 14.2.1.3, 15.2.8, 15.4.2, 15.4.3 Concealed or Unknown Conditions 3.7.4, 4.2.8, 8.3.1, 10.3 Conditions of the Contract 1.1.1, 6.1.1, 6.1.4 Consent, Written 3.4.2, 3.14.2, 4.1.2, 9.8.5, 9.9.1, 9.10.2, 9.10.3, 13.2, 15.4.4.2 Consolidation or Joinder 15.4.4 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 1.1.4, 6 Construction Change Directive, Definition of 7.3.1 Construction Change Directives 1. 1. 1, 3.4.2, 3.11, 3.12.8, 4.2.8, 7.1.1, 7.1.2, 7.1.3, 7.3, 9.3.1.1 Construction Schedules, Contractor's 3.10, 3.11, 3.12.1, 3.12.2, 6.1.3, 15.1.6.2 Contingent Assignment of Subcontracts 5.4, 14.2.2.2 Continuing Contract Performance 15.1.4 Contract, Definition of 1.1.2 CONTRACT, TERMINATION OR SUSPENSION OF THE 5.4.1.1,5.4.2, 11.5,14 Contract Administration 3.1.3,4,9.4,9.5 Contract Award and Execution, Conditions Relating to 3.7.1, 3.10, 5.2, 6.1 Contract Documents, Copies Furnished and Use of 1.5.2, 2.3.6, 5.3 Contract Documents, Definition of 1.1.1 Contract Sum 2.2.2, 2.2.4, 3.7.4, 3.7.5, 3.8, 3.10.2, 5.2.3, 7.3, 7.4, 9.1, 9.2, 9.4.2, 9.5.1.4, 9.6.7, 9.7, 10.3.2, 11.5, 12.1.2, 12.3, 14.2.4, 14.3.2, 15.1.4.2, 15.1.5, 15.2.5 Contract Sum, Definition of 9.1 Contract Time 1.1.4, 2.2.1, 2.2.2, 3.7.4, 3.7.5, 3.10.2, 5.2.3, 6.1.5, 7.2.1.3, 7.3.1, 7.3.5, 7.3.6, 7, 7, 7.3.10, 7.4, 8. 1. 1, 8.2.1, 8.2.3, 8.3.1, 9.5.1, 9.7, 10.3.2, 12.1.1, 12.1.2, 14.3.2, 15.1.4.2, 15.1.6.1, 15.2.5 Contract Time, Definition of 8.1.1 CONTRACTOR 3 Contractor, Definition of 3.1, 6.L2 Contractor's Construction and Submittal Schedules 3.10, 3.12.1, 3.12.2, 4.2.3, 6.1.3, 15.1.6.2 Contractor's Employees 2.2.4, 3.3.2, 3.4.3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2, 10.3, 11.3, 14.1, 14.2.1.1 Contractor's Liability Insurance 11.1 AIA Document A201® - 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA 3 Contract Documents" are registered trademarks and may not be used without permission. This draft was produced by AIA software at 18:44:22 ET on 11/04/2022 under Order No.2114305205 which expires on 03/27/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@a is. org. User Notes: (844121424) Contractor's Relationship with Separate Contractors Damages for Delay and Owner's Forces 6.2.3, 8.3.3, 9.5.1.6, 9.7, 10.3.2, 14.3.2 3.12.5, 3.14.2, 4.2.4, 6, 11.3, 12.2.4 Date of Commencement of the Work, Definition of Contractor's Relationship with Subcontractors 8.1.2 1.2.2, 2.2.4, 3.3.2, 3.18.1, 3.18.2, 4.2.4, 5, 9.6.2, Date of Substantial Completion, Definition of 9.6.7, 9.10.2, 11.2, 11.3, 11.4 8.1.3 Contractor's Relationship with the Architect Day, Definition of 1.1.2, 1.5, 2.3.3, 3.1.3, 3.2.2, 3.2.3, 3.2.4, 3.3.1, 3.4.2, 8.1.4 3.5.1, 3.7.4, 3.10, 3.11, 3.12, 3.16, 3.18, 4.2, 5.2, Decisions of the Architect 6.2.2, 7, 8.3.1, 9.2, 9.3, 9.4, 9.5, 9.7, 9.8, 9.9, 10.2.6, 3.7.4, 4.2.6, 4.2.7, 4.2.11, 4.2.12, 4.2.13, 6.3, 7.3.4, 10.3, 11.3, 12, 13.4, 15.1.3, 15.2.1 7.3.9, 8.1.3, 8.3.1, 9.2, 9.4, 9.5.1, 9.8.4, 9.9.1, 13.4.2, Contractor's Representations 14.2.2, 14.2.4, 15.1, 15.2 3.2.1, 3.2.2, 3.5, 3.12.6, 6.2.2, 8.2.1, 9.3.3, 9.8.2 Decisions to Withhold Certification Contractor's Responsibility for Those Performing the 9.4.1, 9.5, 9.7, 14.1.1.3 Work Defective or Nonconforming Work, Acceptance, 3.3.2, 3,18, 5.3, 6.1.3, 6.2, 9.5.1, 10.2.8 Rejection and Correction of Contractor's Review of Contract Documents 2.5, 3.5, 4.2.6, 6.2.3, 9.5.1, 9.5.3, 9.6.6, 9.8.2, 9.9.3, 3.2 9.10.4, 12.2.1 Contractor's Right to Stop the Work Definitions 2.2.2,9.7 1.1,2.1.1,3.1.1,3.5,3.12.1,3.12.2,3.12.3,4.1.1,5.1, Contractor's Right to Terminate the Contract 6.1.2, 7.2.1, 7.3.1, 8.1, 9.1, 9.8.1, 15.1.1 14.1 Delays and Extensions of Time Contractor's Submittals 3.2, 3.7.4, 5.2.3, 7.2.1, 7.3.1, 7.4, 8.3, 9.5.1, 9.7, 3.10, 3.11, 3.12, 4.2.7, 5.2.1, 5.2.3, 9.2, 9.3, 9.8.2, 10. 3.2, 10.4, 14.3.2, 15.1.6, 15.2.5 9.8.3, 9.9.1, 9.10.2, 9.10.3 Digital Data Use and Transmission Contractor's Superintendent 1.7 3.9, 10.2.6 Disputes Contractor's Supervision and Construction 6.3, 7.3.9, 15.1, 15.2 Procedures Documents and Samples at the Site 1.2.2, 3.3, 3.4, 3.12.10, 4.2.2, 4.2.7, 6.1.3, 6.2.4, 3.11 7.1.3, 7.3.4, 7.3.6, 8.2, 10, 12, 14, 15.1.4 Drawings, Definition of Coordination and Correlation 1.1.5 1.2, 3.2.1, 3.3.1, 3.10, 3.12.6, 6.1.3, 6.2.1 Drawings and Specifications, Use and Ownership of Copies Furnished of Drawings and Specifications 3.11 1.5, 2.3.6, 3.11 Effective Date of Insurance Copyrights 8.2.2 1.5, 3.17 Emergencies Correction of Work 10.4, 14.1.1.2, 15.1.5 2.5, 3.7.3, 9.4.2, 9.8.2, 9.8.3, 9.9.1, 12.1.2, 12.2, 12.3, Employees, Contractor's 15.1.3.1, 15.1.3.2, 15.2.1 3.3.2, 3.4.3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2, Correlation and Intent of the Contract Documents 10.3.3, 11.3, 14.1, 14.2.1.1 1.2 Equipment, Labor, or Materials Cost, Definition of 1.1.3, 1.1.6, 3.4, 3.5, 3.8.2, 3.8.3, 3.12, 3.13, 3.15.1, 7.3.4 4.2.6, 4.2.7, 5.2.1, 6.2.1, 7.3.4, 9.3.2, 9.3.3, 9.5.1.3, Costs 9.10.2, 10.2.1, 10.2.4, 14.2.1.1, 14.2.1.2 2.5, 3.2.4, 3.7.3, 3.8.2, 3.15.2, 5.4.2, 6.1.1, 6.2.3, Execution and Progress of the Work 7.3.3.3, 7.3.4, 7.3.8, 7.3.9, 9,10.2, 10.3.2, 10.3.6, 1.1.3, 1.2.1, 1.2.2, 2.3.4, 2.3.6, 3.1, 3.3.1, 3.4.1, 3.7.1, 11.2, 12.1.2, 12.2.1, 12.2.4, 13.4, 14 3.10.1, 3.12, 3.14, 4.2, 6.2.2, 7.1.3, 7.3.6, 8.2, 9.5.1, Cutting and Patching 9.9.1, 10.2, 10.3, 12.1, 12.2, 14.2, 14.3.1, 15.1.4 3.14, 6.2.5 Extensions of Time Damage to Construction of Owner or Separate 3.2.4, 3.7.4, 5.2.3, 7.2.1, 7.3, 7.4, 9.5.1, 9.7, 10.3.2, Contractors 10.4, 14.3, 15.1.6, 15.2.5 3.14.2, 6.2.4, 10.2.1.2, 10.2.5, 10.4, 12.2.4 Failure of Payment Damage to the Work 9.5.1.3, 9.7, 9.10.2, 13.5, 14.1.1.3, 14.2.1.2 3.14.2, 9.9.1, 10.2.1.2, 10.2.5, 10.4, 12.2.4 Faulty Work Damages, Claims for (See Defective or Nonconforming Work) 3.2.4, 3.18, 6.1.1, 8.3.3, 9.5.1, 9.6.7, 10.3.3, 11.3.2, Final Completion and Final Payment 11.3, 14.2.4, 15.1.7 4.2.1, 4.2.9, 9.8.2, 9.10, 12.3, 14.2.4, 14.4.3 AIA Document A201® - 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA 4 Contract Documents" are registered trademarks and may not be used without permission. This draft was produced by AIA software at 18:44:22 ET on 11/04/2022 under Order No.2114305205 which expires on 03/27/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia. org. User Notes: (844121424) Financial Arrangements, Owner's 2.2.1, 13.2.2, 14.1.1.4 GENERAL PROVISIONS 1 Governing Law 13.1 Guarantees (See Warranty) Hazardous Materials and Substances 10.2.4, 10.3 Identification of Subcontractors and Suppliers 5.2.1 Indemnification 3.17, 3.18, 9.6.8, 9.10.2, 10.3.3, 11.3 Information and Services Required of the Owner 2.1.2, 2.2, 2.3, 3.2.2, 3.12.10.1, 6.1.3, 6.1.4, 6.2.5, 9.6.1, 9.9.2, 9.10.3, 10.3.3, 11.2, 13.4.1, 13.4.2, 14.1.1.4, 14.1.4, 15.1.4 Initial Decision 15.2 Initial Decision Maker, Definition of 1.1.8 Initial Decision Maker, Decisions 14.2.4, 15.1.4.2, 15.2.1, 15.2.2, 15.2.3, 15.2.4, 15.2.5 Initial Decision Maker, Extent of Authority 14.2.4, 15.1.4.2, 15.2.1, 15.2.2, 15.2.3, 15.2.4, 15.2.5 Injury or Damage to Person or Property 10.2.8, 10.4 Inspections 3.1.3, 3.3.3, 3.7.1, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.3, 9.9.2, 9.10.1, 12.2.1, 13.4 Instructions to Bidders 1.1.1 Instructions to the Contractor 3.2.4, 3.3.1, 3.8.1, 5.2.1, 7, 8.2.2, 12, 13.4.2 Instruments of Service, Definition of 1.1.7 Insurance 6.1.1, 7.3.4, 8.2.2, 9.3.2, 9.8.4, 9.9.1, 9.10.2, 10.2.5, 11 Insurance, Notice of Cancellation or Expiration 11.1.4, 11.2.3 Insurance, Contractor's Liability 11.1 Insurance, Effective Date of 8.2.2, 14.4.2 Insurance, Owner's Liability 11.2 Insurance, Property 10.2.5, 11.2, 11.4, 11.5 Insurance, Stored Materials 9.3.2 INSURANCE AND BONDS 11 Insurance Companies, Consent to Partial Occupancy 9.9.1 Insured loss, Adjustment and Settlement of 11.5 Intent of the Contract Documents 1.2.1, 4.2.7, 4.2.12, 4.2.13 Interest 13.5 Interpretation 1.1.8, 1.2.3, 1.4, 4.1.1, 5.1, 6.1.2, 15.1.1 Interpretations, Written 4.2.11, 4.2.12 Judgment on Final Award 15.4.2 Labor and Materials, Equipment 1.1.3, 1.1.6, 3.4, 3.5, 3.8.2, 3.8.3, 3.12, 3.13, 3.15.1, 5.2.1, 6.2.1, 7.3.4, 9.3.2, 9.3.3, 9.5.1.3, 9.10.2, 10.2.1, 10.2.4, 14.2.1.1, 14.2.1.2 Labor Disputes 8.3.1 Laws and Regulations 1.5, 2.3.2, 3.2.3, 3.2.4, 3.6, 3.7, 3.12.10, 3.13, 9.6.4, 9.9.1, 10.2.2, 13.1, 13.3.1, 13.4.2, 13.5, 14, 15.2.8, 15.4 Liens 2.1.2, 9.3.1, 9.3.3, 9.6.8, 9.10.2, 9.10.4, 15.2.8 Limitations, Statutes of 12.2.5, 15.1.2, 15.4.1.1 Limitations of Liability 3.2.2, 3.5, 3.12.10, 3.12.10.1, 3,17, 3.18.1, 4.2.6, 4.2.7, 6.2.2, 9.4.2, 9.6.4, 9.6.7, 9.6.8, 10.2.5, 10.3.3, 11.3, 12.2.5, 13.3.1 Limitations of Time 2.1.2, 2.2, 2.5, 3.2.2, 3.10, 3.11, 3.12.5, 3.15.1, 4.2.7, 5.2, 5.3, 5.4.1, 6.2.4, 7.3, 7.4, 8.2, 9.2, 9.3.1, 9.3.3, 9.4.1, 9.5, 9.6, 9.7, 9.8, 9.9, 9.10, 12.2, 13.4, 14, 15, 15.1.2, 15.1.3, 15.1.5 Materials, Hazardous 10.2.4, 10.3 Materials, Labor, Equipment and 1.1.3, 1.1.6, 3.4.1, 3.5, 3.8.2, 3.8.3, 3.12, 3.13, 3.15. 1, 5.2.1, 6.2.1, 7.3.4, 9.3.2, 9.3.3, 9.5.1.3, 9.10.2, 10.2.1.2, 10.2.4, 14.2.1.1, 14.2.1.2 Means, Methods, Techniques, Sequences and Procedures of Construction 3.3.1, 3.12.10, 4.2.2, 4.2.7, 9.4.2 Mechanic's Lien 2.1.2, 9.3.1, 9.3.3, 9.6.8, 9.10.2, 9.10.4, 15.2.8 Mediation 8.3.1, 15.1.3.2, 15.2.1, 15.2.5, 15.2.6, 15.3, 15.4. 1, 15.4.1.1 Minor Changes in the Work 1. 1. 1, 3.4.2, 3.12.8, 4.2.8, 7.1, 7.4 MISCELLANEOUS PROVISIONS 13 Modifications, Definition of 1.1.1 Modifications to the Contract 1.1.1, 1. 1.2, 2.5, 3.11, 4.1.2, 4.2.1, 5.2.3, 7, 8.3.1, 9.7, 10.3.2 Mutual Responsibility 6.2 AIA Document A201® - 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA 5 Contract Documents" are registered trademarks and may not be used without permission. This draft was produced by AIA software at 18:44:22 ET on 11/04/2022 under Order No.2114305205 which expires on 03/27/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@a is. org. User Notes: (844121424) Nonconforming Work, Acceptance of 9.6.6, 9.9.3,12.3 Nonconforming Work, Rejection and Correction of 2.4, 2.5, 3.5, 4.2.6, 6.2.4, 9.5.1, 9.8.2, 9.9.3, 9.10.4, 12.2 Notice 1.6, 1.6.1, 1.6.2, 2.1.2, 2.2.2., 2.2.3, 2.2.4, 2.5, 3.2.4, 3.3.1, 3.7.4, 3.7.5, 3.9.2, 3.12.9, 3.12.10, 5.2.1, 7.4, 8.2.2 9.6.8, 9.7, 9.10.1, 10.2.8, 10.3.2, 11.5, 12.2.2.1, 13.4.1, 13.4.2, 14.1, 14.2.2, 14.4.2, 15.1.3, 15.1.5, 15.1.6, 15.4.1 Notice of Cancellation or Expiration of Insurance 11.1.4, 11.2.3 Notice of Claims 1.6.2, 2.1.2, 3.7.4, 9.6.8, 10.2.8, 15.1.3, 15.1.5, 15.1.6, 15.2.8, 15.3.2, 15.4.1 Notice of Testing and Inspections 13.4.1, 13.4.2 Observations, Contractor's 3.2, 3.7.4 Occupancy 2.3.1, 9.6.6, 9.8 Orders, Written 1. 1. 1, 2.4, 3.9.2, 7, 8.2.2, 11.5, 12.1, 12.2.2.1, 13.4.2, 14.3.1 OWNER 2 Owner, Definition of 2.1.1 Owner, Evidence of Financial Arrangements 2.2, 13.2.2, 14.1.1.4 Owner, Information and Services Required of the 2.1.2, 2.2, 2.3, 3.2.2, 3.12.10, 6.1.3, 6.1.4, 6.2.5, 9.3.2, 9.6.1, 9.6.4, 9.9.2, 9.10.3, 10.3.3, 11.2, 13.4.1, 13.4.2, 14.1.1.4, 14.1.4, 15.1.4 Owner's Authority 1.5, 2.1.1, 2.3.32.4, 2.5, 3.4.2, 3.8.1, 3.12.10, 3.14.2, 4.1.2, 4.2.4, 4.2.9, 5.2.1, 5.2.4, 5.4.1, 6.1, 6.3, 7.2.1, 7.3.1, 8.2.2, 8.3.1, 9.3.2, 9.5.1, 9.6.4, 9.9.1, 9.10.2, 10.3.2, 11.4, 11.5, 12.2.2, 12.3, 13.2.2, 14.3, 14.4, 15.2.7 Owner's Insurance 11.2 Owner's Relationship with Subcontractors 1.1.2, 5.2, 5.3, 5.4, 9.6.4, 9.10.2, 14.2.2 Owner's Right to Carry Out the Work 2.5, 14.2.2 Owner's Right to Clean Up 6.3 Owner's Right to Perform Construction and to Award Separate Contracts 6.1 Owner's Right to Stop the Work 2.4 Owner's Right to Suspend the Work 14.3 Owner's Right to Terminate the Contract 14.2, 14.4 Ownership and Use of Drawings, Specifications and Other Instruments of Service 1.1.1, 1.1.6, 1.1.7, 1.5, 2.3.6, 3.2.2, 3.11, 3.17, 4.2.12, 5.3 Partial Occupancy or Use 9.6.6, 9.9 Patching, Cutting and 3.14, 6.2.5 Patents 3.17 Payment, Applications for 4.2.5, 7.3.9, 9.2, 9.3, 9.4, 9.5, 9.6.3, 9.7, 9.8.5, 9. 10. 1, 14.2.3, 14.2.4, 14.4.3 Payment, Certificates for 4.2.5, 4.2.9, 9.3.3, 9.4, 9.5, 9.6.1, 9.6.6, 9.7, 9. 10. 1, 9.10.3, 14.1.1.3, 14.2.4 Payment, Failure of 9.5.1.3, 9.7, 9.10.2, 13.5, 14.1.1.3, 14.2.1.2 Payment, Final 4.2.1, 4.2.9, 9.10, 12.3, 14.2.4, 14.4.3 Payment Bond, Performance Bond and 7.3.4.4, 9.6.7, 9.10.3, 11.1.2 Payments, Progress 9.3, 9.6, 9.8.5, 9.10.3, 14.2.3, 15.1.4 PAYMENTS AND COMPLETION 9 Payments to Subcontractors 5.4.2, 9.5.1.3, 9.6.2, 9.6.3, 9.6.4, 9.6.7, 14.2.1.2 PCB 10.3.1 Performance Bond and Payment Bond 7.3.4.4, 9.6.7, 9.10.3, 11.1.2 Permits, Fees, Notices and Compliance with Laws 2.3.1, 3.7, 3.13, 7.3.4.4, 10.2.2 PERSONS AND PROPERTY, PROTECTION OF 10 Polychlorinated Biphenyl 10.3.1 Product Data, Definition of 3.12.2 Product Data and Samples, Shop Drawings 3.11, 3.12, 4.2.7 Progress and Completion 4.2.2, 8.2, 9.8, 9.9.1, 14.1.4, 15.1.4 Progress Payments 9.3, 9.6, 9.8.5, 9.10.3, 14.2.3, 15.1.4 Project, Definition of 1.1.4 Project Representatives 4.2.10 Property Insurance 10.2.5, 11.2 Proposal Requirements 1.1.1 PROTECTION OF PERSONS AND PROPERTY 10 AIA Document A201® - 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA 6 Contract Documents" are registered trademarks and may not be used without permission. This draft was produced by AIA software at 18:44:22 ET on 11/04/2022 under Order No.2114305205 which expires on 03/27/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@a is. org. User Notes: (844121424) Regulations and Laws 1.5, 2.3.2, 3.2.3, 3.6, 3.7, 3.12.10, 3.13, 9.6.4, 9.9. 1, 10.2.2, 13.1, 13.3, 13.4.1, 13.4.2, 13.5, 14, 15.2.8, 15.4 Rejection of Work 4.2.6, 12.2.1 Releases and Waivers of Liens 9.3.1, 9.10.2 Representations 3.2.1, 3.5, 3.12.6, 8.2.1, 9.3.3, 9.4.2, 9.5.1, 9. 10.1 Representatives 2.1.1, 3.1.1, 3.9, 4.1.1, 4.2.10, 13.2.1 Responsibility for Those Performing the Work 3.3.2, 3.18, 4.2.2, 4.2.3, 5.3, 6.1.3, 6.2, 6.3, 9.5. 1, 10 Retainage 9.3.1, 9.6.2, 9.8.5, 9.9.1, 9.10.2, 9.10.3 Review of Contract Documents and Field Conditions by Contractor 3.2, 3.12.7, 6.1.3 Review of Contractor's Submittals by Owner and Architect 3.10.1, 3.10.2, 3.11, 3.12, 4.2, 5.2, 6.1.3, 9.2, 9.8.2 Review of Shop Drawings, Product Data and Samples by Contractor 3.12 Rights and Remedies 1. 1.2, 2.4, 2.5, 3.5, 3.7.4, 3.15.2, 4.2.6, 5.3, 5.4, 6. 1, 6.3, 7.3.1, 8.3, 9.5.1, 9.7, 10.2.5, 10.3, 12.2.1, 12.2.2, 12.2.4, 13.3, 14, 15.4 Royalties, Patents and Copyrights 3.17 Rules and Notices for Arbitration 15.4.1 Safety of Persons and Property 10.2, 10.4 Safety Precautions and Programs 3.3.1, 4.2.2, 4.2.7, 5.3, 10.1, 10.2, 10.4 Samples, Definition of 3.12.3 Samples, Shop Drawings, Product Data and 3.11, 3.12, 4.2.7 Samples at the Site, Documents and 3.11 Schedule of Values 9.2, 9.3.1 Schedules, Construction 3.10, 3.12.1, 3.12.2, 6.1.3, 15.1.6.2 Separate Contracts and Contractors 1. 1.4, 3.12.5, 3.14.2, 4.2.4, 4.2.7, 6, 8.3.1, 12.1.2 Separate Contractors, Defmition of 6.1.1 Shop Drawings, Definition of 3.12.1 Shop Drawings, Product Data and Samples 3.11, 3.12, 4.2.7 Site, Use of 3.13, 6.1.1, 6.2.1 Site Inspections 3.2.2, 3.3.3, 3.7.1, 3.7.4, 4.2, 9.9.2, 9.4.2, 9.10.1, 13.4 Site Visits, Architect's 3.7.4,4.2 . 2, 4.2.9, 9.4.2, 9.5.1, 9.9.2, 9.10.1, 13.4 Special Inspections and Testing 4.2.6, 12.2.1, 13.4 Specifications, Definition of 1.1.6 Specifications 1.1.1, 1.1.6, 1.2.2, 1.5, 3.12.10, 3.17, 4.2.14 Statute of Limitations 15.1.2, 15.4.1.1 Stopping the Work 2.2.2, 2.4, 9.7, 10.3, 14.1 Stored Materials 6.2.1, 9.3.2, 10.2.1.2, 10.2.4 Subcontractor, Definition of 5.1.1 SUBCONTRACTORS 5 Subcontractors, Work by 1.2.2, 3.3.2, 3.12.1, 3.18, 4.2.3, 5.2.3, 5.3, 5.4, 9.3.1.2, 9.6.7 Subcontractual Relations 5.3, 5.4, 9.3.1.2, 9.6, 9.10, 10.2.1, 14.1, 14.2.1 Submittals 3.10, 3.11, 3.12, 4.2.7, 5.2.1, 5.2.3, 7.3.4, 9.2, 9.3, 9.8, 9.9.1, 9.10.2, 9.10.3 Submittal Schedule 3.10.2, 3.12.5, 4.2.7 Subrogation, Waivers of 6.1.1, 11.3 Substances, Hazardous 10.3 Substantial Completion 4.2.9, 8.1.1, 8.1.3, 8.2.3, 9.4.2, 9.8, 9.9.1, 9.10.3, 12.2, 15.1.2 Substantial Completion, Definition of 9.8.1 Substitution of Subcontractors 5.2.3, 5.2.4 Substitution of Architect 2.3.3 Substitutions of Materials 3.4.2, 3.5, 7.3.8 Sub -subcontractor, Definition of 5.1.2 Subsurface Conditions 3.7.4 Successors and Assigns 13.2 Superintendent 3.9, 10.2.6 Supervision and Construction Procedures 1.2.2, 3.3, 3.4, 3.12.10, 4.2.2, 4.2.7, 6.1.3, 6.2.4, 7.1.3, 7.3.4, 8.2, 8.3.1, 9.4.2, 10, 12, 14, 15.1.4 AIA Document A201® - 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA 7Contract Documents" are registered trademarks and may not be used without permission. This draft was produced by AIA software at 18:44:22 ET on 11/04/2022 under Order No.2114305205 which expires on 03/27/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia. org. User Notes: (844121424) Suppliers 1.5, 3.12.1, 4.2.4, 4.2.6, 5.2.1, 9.3, 9.4.2, 9.5.4, 9.6, 9.10.5, 14.2.1 Surety 5.4.1.2, 9.6.8, 9.8.5, 9.10.2, 9.10.3, 11.1.2, 14.2.2, 15.2.7 Surety, Consent of 9.8.5, 9.10.2, 9.10.3 Surveys 1.1.7, 2.3.4 Suspension by the Owner for Convenience 14.3 Suspension of the Work 3.7.5, 5.4.2, 14.3 Suspension or Termination of the Contract 5.4.1.1, 14 Taxes 3.6, 3.8.2.1, 7.3.4.4 Termination by the Contractor 14.1, 15.1.7 Termination by the Owner for Cause 5.4.1.1, 14.2, 15.1.7 Termination by the Owner for Convenience 14.4 Termination of the Architect 2.3.3 Termination of the Contractor Employment 14.2.2 TERMINATION OR SUSPENSION OF THE CONTRACT 14 Tests and Inspections 3.1.3, 3.3.3, 3.7.1, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.3, 9.9.2, 9.10.1, 10.3.2, 12.2.1, 13.4 TIME 8 Time, Delays and Extensions of 3.2.4, 3.7.4, 5.2.3, 7.2.1, 7.3.1, 7.4, 8.3, 9.5.1, 9.7, 10.3.2, 10.4, 14.3.2, 15.1.6, 15.2.5 Time Limits 2.1.2, 2.2, 2.5, 3.2.2, 3.10, 3.11, 3.12.5, 3.15.1, 4.2, 5.2, 5.3, 5.4, 6.2.4, 7.3, 7.4, 8.2, 9.2, 9.3.1, 9.3.3, 9.4.1, 9.5, 9.6, 9.7, 9.8, 9.9, 9.10, 12.2, 13.4, 14, 15.1.2, 15.1.3, 15.4 Time Limits on Claims 3.7.4, 10.2.8, 15.1.2, 15.1.3 Title to Work 9.3.2, 9.3.3 UNCOVERING AND CORRECTION OF WORK 12 Uncovering of Work 12.1 Unforeseen Conditions, Concealed or Unknown 3.7.4, 8.3.1, 10.3 Unit Prices 7.3.3.2, 9.1.2 Use of Documents 1.1.1, 1.5, 2.3.6, 3.12.6, 5.3 Use of Site 3.13, 6.1.1, 6.2.1 Values, Schedule of 9.2, 9.3.1 Waiver of Claims by the Architect 13.3.2 Waiver of Claims by the Contractor 9.10.5, 13.3.2, 15.1.7 Waiver of Claims by the Owner 9.9.3, 9.10.3, 9.10.4, 12.2.2.1, 13.3.2, 14.2.4, 15.1.7 Waiver of Consequential Damages 14.2.4, 15.1.7 Waiver of Liens 9.3, 9.10.2, 9.10.4 Waivers of Subrogation 6.1.1, 11.3 Warranty 3.5, 4.2.9, 9.3.3, 9.8.4, 9.9.1, 9.10.2, 9.10.4, 12.2.2, 15.1.2 Weather Delays 8.3, 15.1.6.2 Work, Definition of 1.1.3 Written Consent 1.5.2, 3.4.2, 3.7.4, 3.12.8, 3.14.2, 4.1.2, 9.3.2, 9.10.3, 13.2, 13.3.2, 15.4.4.2 Written Interpretations 4.2.11, 4.2.12 Written Orders 1.1.1, 2.4, 3.9, 7, 8.2.2, 12.1, 12.2, 13.4.2, 14.3.1 AIA Document A2W - 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA 8 Contract Documents" are registered trademarks and may not be used without permission. This draft was produced by AIA software at 18:44:22 ET on 11/04/2022 under Order No. 2114305205 which expires on 03/27/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia. org. User Notes: (844121424) ARTICLE 1 GENERAL PROVISIONS § 1.1 Basic Definitions § 1.1.1 The Contract Documents The Contract Documents are enumerated in the Agreement between the Owner and Contractor (hereinafter the Agreement) and consist of the Agreement, Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to execution of the Contract, other documents listed in the Agreement, and Modifications issued after execution of the Contract. A Modification is (1) a written amendment to the Contract signed by both parties, (2) a Change Order, (3) a Construction Change Directive, or (4) a written order for a minor change in the Work issued by the Architect. Unless specifically enumerated in the Agreement, the Contract Documents do not include the advertisement or invitation to bid, Instructions to Bidders, sample forms, other information furnished by the Owner in anticipation of receiving bids or proposals, the Contractor's bid or proposal, or portions of Addenda relating to bidding or proposal requirements. § 1.1.2 The Contract The Contract Documents form the Contract for Construction. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations, or agreements, either written or oral. The Contract may be amended or modified only by a Modification. The Contract Documents shall not be construed to create a contractual relationship of any kind (1) between the Contractor and the Architect or the Architect's consultants, (2) between the Owner and a Subcontractor or a Sub -subcontractor, (3) between the Owner and the Architect or the Architect's consultants, or (4) between any persons or entities other than the Owner and the Contractor. § 1.1.3 The Work The term "Work" means the construction and services required by the Contract Documents, whether completed or partially completed, and includes all other labor, materials, equipment, and services provided or to be provided by the Contractor to fulfill the Contractor's obligations. The Work may constitute the whole or a part of the Project. § 1.1.4 The Project The Project is the total construction of which the Work performed under the Contract Documents may be the whole or a part and which may include construction by the Owner and by Separate Contractors. § 1.1.5 The Drawings The Drawings are the graphic and pictorial portions of the Contract Documents showing the design, location and dimensions of the Work, generally including plans, elevations, sections, details, schedules, and diagrams. § 1.1.6 The Specifications The Specifications are that portion of the Contract Documents consisting of the written requirements for materials, equipment, systems, standards and workmanship for the Work, and performance of related services. § 1.1.7 Instruments of Service Instruments of Service are representations, in any medium of expression now known or later developed, of the tangible and intangible creative work performed by the Architect and the Architect's consultants under their respective professional services agreements. Instruments of Service may include, without limitation, studies, surveys, models, sketches, drawings, specifications, and other similar materials. § 1.1.8 Initial Decision Maker The Initial Decision Maker is the person identified in the Contract to render initial decisions on Claims in accordance with Section 15.2. § 1.1.9 Site The term "Site" refers to that portion of the property on which the Work is to be performed or which has been otherwise set aside for use by the Contractor. § 1.1.10 Punch List The term Punch List means, collectively, unfinished items of the construction of the Project, which unfinished items of construction are minor or insubstantial details of construction, mechanical adjustment or decoration remaining to be performed, the non -completion of which would not materially affect the use of the Project, and which are capable AIA Document A201® - 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA 9 Contract Documents" are registered trademarks and may not be used without permission. This draft was produced by AIA software at 18:44:22 ET on 11/04/2022 under Order No.2114305205 which expires on 03/27/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (844121424) of being completed within thirty (30) days of Substantial Completion, subject to the availability of special order parts and materials. § 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. § 1.2.1.1 In the case of a conflict, discrepancy, or inconsistency between the Contract Documents as to scope of work, materials, specifications, or other physical portions of the Work, the better quality or greater quantity of Work described shall be provided in accordance with the Owner's interpretation. § 1.2.1.2 The invalidity of any provision of the Contract Documents shall not invalidate the Contract or its remaining provisions. If it is determined that any provision of the Contract Documents violates any law, or is otherwise invalid or unenforceable, then that provision shall be revised to the extent necessary to make that provision legal and enforceable. In such case the Contract Documents shall be construed, to the fullest extent permitted by law, to give effect to the parties' intentions and purposes in executing the Contract. § 1.2.2 Organization of the Specifications into divisions, sections and articles, and arrangement of Drawings shall not control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade. § 1.2.3 Unless otherwise stated in the Contract Documents, words that have well-known technical or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings. § 1.3 Capitalization Terms capitalized in these General Conditions include those that are (1) specifically deemed, (2) the titles of numbered articles, or (3) the titles of other documents published by the American Institute of Architects. § 1.4 Interpretation § 1.4.1 In the interest of brevity the Contract Documents frequently omit modifying words such as "all" and "any" and articles such as "the" and "an," but the fact that a modifier or an article is absent from one statement and appears in another is not intended to affect the interpretation of either statement. § 1.4.2 In the event of conflict among the various provisions of the Contract Documents that cannot be resolved under Section 1.2.1.1 above, then the terms shall be interpreted in the following order of priority: .1 Modifications to the Contract .2 The Contract .3 Special Conditions .4 General Conditions Drawings shall control over Specifications, and details in drawings shall control over large-scale drawings. § 1.5 Ownership and Use of Drawings, Specifications, and Other Instruments of Service § 1.5.1 The Architect and the Architect's consultants shall be deemed the authors and owners of their respective Instruments of Service, including the Drawings and Specifications, and retain all common law, statutory, and other reserved rights in their Instruments of Service, including copyrights.Instruments of Service The Contractor, Subcontractors, Sub -subcontractors, and suppliers shall not own or claim a copyright in the Instruments of Service. Submittal or distribution to meet official regulatory requirements or for other purposes in connection with the Project is not to be construed as publication in derogation of the Architect's or Architect's consultants' reserved rights. § 1.5.2 The Contractor, Subcontractors, Sub -subcontractors, and suppliers are authorized to use and reproduce the Instruments of Service provided to them, subject to any protocols established pursuant to Sections 1.7 and 1.8, solely and exclusively for execution of the Work. All copies made under this authorization shall bear the copyright notice, AIA Document A201® - 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA lU Contract Documents" are registered trademarks and may not be used without permission. This draft was produced by AIA software at 18:44:22 ET on 11/04/2022 under Order No.2114305205 which expires on 03/27/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (844121424) if any, shown on the Instruments of Service. The Contractor, Subcontractors, Sub -subcontractors, and suppliers may not use the Instruments of Service on other projects or for additions to the Project outside the scope of the Work without the specific written consent of the Owner, Architect, and the Architect's consultants. § 1.6 Notice § 1.6.1 Except as otherwise provided in Section 1.6.2, where the Contract Documents require one party to notify or givc notice to the other party, such notice shall be provided in writing to the designated representative of the party to whom the notice is addressed and shall be deemed to have been duly served if delivered in person, by mail, by courier, or by electronic transmission if a method for electronic transmission is set forth in the Agreement. § 1.6.2 Notice of Claims as provided in Section 15.1.3 shall be provided in writing and shall be deemed to have been duly served only if delivered to the designated representative of the party to whom the notice is addressed by electronic transmission, certified or registered mail, or by courier providing proof of delivery. § 1.7 Digital Data Use and Transmission The parties shall agree upon protocols governing the transmission and use of Instruments of Service or any other information or documentation in digital form. The parties will use AIA Document E2031"It-2013, Building Information Modeling and Digital Data Exhibit, to establish the protocols for the development, use, transmission, and exchange of digital data. § 1.8 Building Information Models Use and Reliance Any use of, or reliance on, all or a portion of a building information model without agreement to protocols governing the use of, and reliance on, the information contained in the model and without having those protocols set forth in AIA Document E203TI —2013, Building Information Modeling and Digital Data Exhibit, and the requisite AIA Document G202Tm-2013, Project Building Information Modeling Protocol Form, shall be at the using or relying party's sole risk and without liability to the other party and its contractors or consultants, the authors of, or contributors to, the building information model, and each of their agents and employees. § 1.9 Force Majeure Events Force Majeure Events are those events that are beyond the control of both Contractor and Owner, including but not necessarily limited to the events of war, floods, labor disputes, earthquakes, epidemics, adverse weather conditions not reasonably anticipated, and other acts of God. ARTICLE 2 OWNER § 2.1 General § 2.1.1 The Owner is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The Owner shall designate in writing a representative who shall have express authority to bind the Owner with respect to all matters requiring the Owner's approval or authorization. Except as otherwise provided in Section 4.2.1, the Architect does not have such authority. The term "Owner" means the Owner or the Owner's authorized representative; provided, however, that the Owner is a home -rule municipality governed by a City Council that may act only by a majority vote. An authorized representative of the Owner, therefore, only possesses such authority as has been lawfully delegated to that representative and no such representative may establish policy on behalf of the Owner. For this Project, the Owner's authorized representatives include the City Manager, Assistant City manager, and Director of the Property Management Department and members of the Facilities Management Division. § 2.1.2 Contractor acknowledges that the Owner is a home -rule municipality and that the property that the Project occupies is publicly owned. As such, the Contractor may not file, assert, or obtain a mechanic's or other lien against the Project or any property of the Owner. Contractor shall provide each subcontractor a copy of the Payment Bond Contractor obtained for this Project at the time the subcontract is executed. § 2.2 Evidence of the Owner's Financial Arrangements § 2.2.1 This section is intentionally left blank. § 2.2.2 This section is intentionally left blank. § 2.2.3 This section is intentionally left blank. § 2.2.4 This section is intentionally left blank. AIA Document A201® - 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA Contract Documents" are registered trademarks and may not be used without permission. This draft was produced by AIA software at 18:44:22 ET on 11/04/2022 under Order No.2114305205 which expires on 03/27/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (844121424) § 2.3 Information and Services Required of the Owner § 2.3.1 Except for trade permits and fees that are the responsibility of the Contractor under the Contract Documents, including those required under Section 3.7.1, the Owner shall secure and pay for necessary approvals, easements, assessments and charges required for construction, use or occupancy of permanent structures or for permanent changes in existing facilities. § 2.3.2 The Owner shall retain an architect lawfully licensed to practice architecture, or an entity lawfully practicing architecture, in the jurisdiction where the Project is located. That person or entity is identified as the Architect in the Agreement and is referred to throughout the Contract Documents as if singular in number. § 2.3.3 If the employment of the Architect terminates, the Owner, at its sole election, shall either assume the duties of the Architect through the Director of the Property Management Department, or shall employ a successor to whom the Contractor has no reasonable objection and whose status under the Contract Documents shall be that of the Architect. § 2.3.4 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the Site of the Project, and a legal description of the Site. The Contractor shall be entitled to rely on the accuracy of information furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work. § 2.3.5 The Owner shall furnish information or services required of the Owner by the Contract Documents with reasonable promptness. The Owner shall also furnish any other information or services under the Owner's control and relevant to the Contractor's performance of the Work with reasonable promptness after receiving the Contractor's written request for such information or services. § 2.3.6 Unless otherwise provided in the Contract Documents, the Owner shall furnish to the Contractor one copy of the Contract Documents for purposes of making reproductions pursuant to Section 1.5.2, unless the Owner and the Contractor agree that additional copies are necessary for the proper completion of the Work. The Contractor may purchase additional copies at the cost of reproduction, plus postage and handling, if any. § 2.4 Owner's Right to Stop the Work If the Contractor fails to correct Work that is not in accordance with the requirements of the Contract Documents as required by Section 12.2 or repeatedly fails to carry out Work in accordance with the Contract Documents, the Owner may issue a written order to the Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity, except to the extent required by Section 6.1.3. § 2.5 Owner's Right to Carry Out the Work If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a seven (7)-day period after receipt of notice from the Owner, or such shorter time as may be reasonable under the circumstances, to commence and continue correction of such default or neglect with diligence and promptness, the Owner may, without prejudice to other remedies the Owner may have, correct such default or neglect. The Architect may, pursuant to Section 9.5.1, withhold or nullify a Certificate for Payment in whole or in part, to the extent reasonably necessary to reimburse the Owner for the reasonable cost of correcting such deficiencies, including Owner's expenses and compensation for the Architect's additional services made necessary by such default, neglect, or failure. If current and future payments are not sufficient to cover such amounts, the Contractor shall pay the difference to the Owner. If the Contractor disagrees with the actions of the Owner or the Architect, or the amounts claimed as costs to the Owner, the Contractor may file a Claim pursuant to Article 15. § 2.5 Owner's Right to Access Job Site The Owner shall at all times have access to the Work whenever it is in preparation and progress. The Contractor shall provide facilities for such access so the Owner may perform its assigned functions under the Contract Documents. AIA Document A201® - 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA 12 Contract Documents" are registered trademarks and may not be used without permission. This draft was produced by AIA software at 18:44:22 ET on 11/04/2022 under Order No.2114305205 which expires on 03/27/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia. org. User Notes: (844121424) ARTICLE 3 CONTRACTOR § 3.1 General § 3.1.1 The Contractor is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The Contractor shall be lawfully licensed, if required in the jurisdiction where the Project is located. The Contractor shall designate in writing a representative who shall have express authority to bind the Contractor with respect to all matters under this Contract. The term "Contractor" means the Contractor or the Contractor's authorized representative. § 3.1.2 The Contractor shall perform the Work in accordance with the Contract Documents. § 3.1.3 The Contractor shall not be relieved of its obligations to perform the Work in accordance with the Contract Documents either by activities or duties of the Architect in the Architect's administration of the Contract, or by tests, inspections or approvals required or performed by persons or entities other than the Contractor. § 3.1.3 Temporary Facilities § 3.1.3.1 The Contractor shall furnish, erect, and maintain facilities and perform temporary work required in the performance of this Contract, including those shown and specified. § 3.1.3.2 All temporary facilities shall be made available for use by all workmen and subcontractors employed on the project, subject to reasonable directions by the Contractor as to their proper and most efficient utilization. § 3.1.3.3 The Contractor shall maintain temporary facilities in a proper, safe operating and sanitary condition for the duration of the Contract. Upon completion of the Contract, all such temporary work and facilities shall be removed from the premises and disposed of unless otherwise directed or specified hereunder. § 3.1.3.4 The Contractor is not required to provide a temporary field office or telephone for projects under $1,000,000. Contractor shall equip the Project Superintendent with a pager and provide 24-hour contacts to the City. .1 The Contractor shall provide a temporary field office building for themselves, their subcontractors and use by the Architect and Owner. For construction contracts with a bid price in excess of $1,000,000.00, the Contractor shall provide a separate field office for the City's field representative (but the separate office may be in the same structure). The buildings shall afford protection against the weather, and each office shall have a lockable door, at least one window, adequate electrical outlets and lighting, and a shelf large enough to accommodate perusal of the project drawings. Openings shall have suitable locks. Field offices shall be maintained for the full time during the operation of the work of the Contract. During cold weather months, the field offices shall be suitably insulated and equipped with a heating device to maintain 70- degree Fahrenheit temperature during the workday. During warm weather the offices shall be equipped with an air conditioning device to maintain temperature below 75 degrees F. Upon completion of the work of the Contract, the Contractor shall remove the building from the premises. In addition to the drawing shelf, provide for the City field representatives office: one desk, four chairs, plan rack and a four -drawer filing cabinet (with lock). Each office shall contain not less than 120 square feet of floor space. .2 The Contractor shall provide and maintain storage sheds and other temporary buildings or trailers on the project site as required for their use. Location of sheds and trailers shall be as approved by the Owner. Remove sheds when work is completed, or as directed. § 3.1.3.5 The Contractor shall provide and pay for wireless internet connection (WIFI) for the City and Architect. § 3.1.3.6 The Contractor shall provide proper, sanitary and adequate toilet facilities for the use of all workmen and subcontractors employed on the project. § 3.1.3.7 Contractor shall make all necessary arrangements and provide for temporary water and electricity required during the construction. Contractor shall provide and install temporary utility meters during the contract construction period. These meters will be read and the Contractor will be billed on this actual use. The Contractor shall provide all labor and materials required to tap into the utilities. The Contractor shall make the connections and extend the service lines to the construction area for use of all trades. Upon completion of the work all utility lines shall be removed and repairs made to the existing lines. Only utilities at existing voltages, pressures, frequencies, etc. will be available to the Contractor. AIA Document MW - 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA �� Contract Documents" are registered trademarks and may not be used without permission. This draft was produced by AIA software at 18:44:22 ET on 11/04/2022 under Order No.2114305205 which expires on 03/27/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (844121424) .1 Provide an ample supply of potable water for all purposes of construction at a point convenient to the project or as shown on the Drawings. Pipe water from the source of supply to all points where water will be required. Provide sufficient hose to carry water to every required part of the construction and allow the use of water facilities to subcontractors engaged on the work. Provide pumps, tanks and compressors as may be required to produce required pressures. .2 Provide adequate electric service for power and lighting to all points where required. Temporary, electric service shall be of sufficient capacity and characteristics to supply proper current for various types of construction tools, motors, welding machines, lights, heating plant, air conditioning system, pumps, and other work required. Provide sufficient number of electric outlets so that 50-foot-long extension cords will reach all work requiring light or power. .3 Supply and maintain temporary lighting so that work of all trades may be properly and safely performed, in such areas and at such time that day -lighting is inadequate. Provide at least 0.75 watts of incandescent lighting per squgr4e foot and maintain a socket voltage of at least 110 volts. Use at least 100- watt lamps. In any event, the lighting intensity shall not be less than 5-foot candles in the vicinity of work and traffic areas. § 3.1.3.8 The Contractor shall provide HVAC services as required to protect all work and materials and to keep the humidity down to the extent required to prevent corrosion of any metal and to prevent dampness or mildew which is potentially damaging to materials and finishes. All such heating, ventilation and services shall be provided and maintained until final acceptance of all work. In addition, the Contractor shall provide HVAC prior and during the following work operations as follows: .1 At all times during the placing, setting and curing of concrete provide sufficient heat to insure the heating of the spaces involved to not less than 40 F. .2 From the beginning of the application of drywall and during the setting and curing period, provide sufficient heat to produce a temperature in the spaces involved of not less than 50 F and above 95 F. .3 For a period of seven (7) days previous to the placing of interior finish materials and throughout the placing of finish painting, decorating and laying of resilient flooring materials, provide sufficient heat to produce a temperature of not less than 50 F and above 85 F. § 3.1.3.9 The Contractor shall provide, maintain, and remove upon completion of the work all temporary rigging, scaffolding, hoisting equipment, rubbish chutes, ladders to roof, barricades around openings, and all other temporary work as required to complete all work of the Contract. Contractor shall coordinate the use and furnishing of scaffolds with their sub -contractors. § 3.1.3.10 The Contractor shall provide, maintain, and remove upon completion of the work, or sooner, if authorized by the Owner, all fences, barricades, lights, shoring, pedestrian walkways, temporary fire escapes, and other protective structures or devices necessary for the safety of workmen, City employees, equipment, the public and property. § 3.1.3.11 All temporary construction and equipment shall conform to all regulations, ordinances, laws and other requirements of the authorities having jurisdiction, including insurance companies, with regards to safety precautions, operation and fire hazard. § 3.1.3.12 The Contractor shall provide and maintain pumping facilities, including power, for keeping the site, all times, whether from underground seepage, rainfall, drainage of broken lines. § 3.1.3.13 The Contractor shall maintain provision for closing and locking the building at such time as possible to do so. If this is not feasible, maintain a night watchman. § 3.1.3.14 The Contractor shall provide and maintain all barricades or enclosures, required to protect the work in progress from outside elements, dusts, and other disturbances as a result of work under this Contract. Such protection shall be positive, shall meet the approval of the Owner and shall be maintained for the duration of the construction period or as required to provide for the protection as specified. AIA Document A201® - 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA 14 Contract Documents" are registered trademarks and may not be used without permission. This draft was produced by AIA software at 18:44:22 ET on 11/04/2022 under Order No.2114305205 which expires on 03/27/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia. org. User Notes: (844121424) § 3.1.3.15 The Contractor shall furnish, install and maintain during the life of the project a weather -tight bulletin board approximately 3 feet high by 5 feet wide having not less than two hinged or sliding glass doors with provisions for locking. The bulletin board shall be mounted where and as approved by the Owner, in a prominent place accessible to employees of the Contractor and sub -contractors, and to applicants for employment. The bulletin board shall remain the property of the Contractor and shall be removed by them upon completion of the Contract work. The following information which will be furnished by the City to the Contractor shall be posted on the bulletin board and shall be maintained by the Contractor in easily readable condition at all times for the duration of the Contract. .1 The Equal Opportunity Poster and Notice Nondiscrimination of Employment (Standard Form 38). .2 Wage Rate Information Poster (Form SOL 155), with the Contract Schedule of minimum wage rates as required by the Davis -Bacon Act. .3 Safety Posters. § 3.1.3.16 Existing overhead or underground work The Contractor shall carefully check the site where the project is to be erected and observe any existing overhead wires and equipment. Any such work shall be moved, replaced or protected, as required, whether or not shown or specified at the Contractor's sole expense. The location of existing underground lines shown on the Drawings are based on the best available sources, but are to be regarded as approximate only. Contractor should exercise extreme care in locating and identifying these lines before excavating in adjacent areas. Contractor should note the possible existence of pipe and other underground improvements that may or may not be shown on the Drawings. The Contractor shall take reasonable precautions to preserve and protect any such improvements whether or not shown on the Drawings. § 3.1.3.16 Interruption of Existing Utilities Services The Contractor shall perform the work under this Contract with a minimum of outage time for all utilities. Interruption shall be by approved sections of the utility. In some cases, the Contractor may be required to perform the work while the existing utility is in service. The existing utility service may be interrupted only when approved by the Owner. When it is necessary to interrupt the existing utilities, the Contractor shall notify the Owner in writing at least ten days in advance of the time the Contractor needs to interrupt the existing services. The interruption time shall be kept to a minimum. Depending upon the activities at an existing facility that requires continuous service from the existing utility, an interruption may not be subject to schedule at the time desired by the Contractor. In such cases, the interruption may have to be scheduled at a time of minimum requirements of demand for the utility. The amount of time requested by the Contractor of existing utility services shall be as approved by the Owner. § 3.2 Review of Contract Documents and Field Conditions by Contractor § 3.2.1 By executing the Contract, the Contractor represents that the Contractor has reviewed and understands the Contract Documents, has visited the Site and is familiar with local conditions under which the Work is to be performed, has correlated personal observations with the requirements of the Contract Documents, and has notified the Architect, in writing, of and obtained clarification of any discrepancies which have become apparent during the bidding or proposal period. § 3.2.2 Because the Contract Documents are complementary, the Contractor shall, before starting each portion of the Work, carefully study and compare the various Contract Documents relative to that portion of the Work, as well as the information furnished by the Owner pursuant to Section 2.3.4, shall take field measurements of any existing conditions related to that portion of the Work, and shall observe any conditions at the site affecting it. These obligations are for the purpose of facilitating coordination and construction by the Contractor and are not for the purpose of discovering errors, omissions, or inconsistencies in the Contract Documents; however, the Contractor shall promptly report to the Architect any errors, inconsistencies or omissions discovered by or made known to the Contractor as a request for information in such form as the Architect may require. It is recognized that the Contractor's review is made in the Contractor's capacity as a contractor and not as a licensed design professional, unless otherwise specifically provided in the Contract Documents are in accordance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, but the Contractor shall § 3.2.3 The Contractor must promptly notify the Owner and the Architect in writing of any apparent errors, inconsistencies, omissions, ambiguities, construction impracticalities or code violations discovered as a result of the Contractor's review of the Contract Documents including any differences between actual and indicated dimensions, locations and descriptions, and must give the Owner and the Architect timely notice in writing of same and of any AIA Document A201® - 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA Z rJ Contract Documents" are registered trademarks and may not be used without permission. This draft was produced by AIA software at 18:44:22 ET on 11/04/2022 under Order No.2114305205 which expires on 03/27/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (844121424) corrections, clarifications, additional Drawings or Specifications, or other information required to define the Work in greater detail or to permit the proper progress of the Work. The Contractor must provide similar notice with respect to any variance between its review of the Site and physical data and Site conditions observed. § 3.2.4 If the Contractor performs any Work involving an apparent error, inconsistency, ambiguity, construction impracticality, omission or code violation in the Contract Documents of which the Contractor is aware, or which could reasonably have been discovered by the review required by Section 3.2, without prompt written notice to the Owner and the Architect and request for correction, clarification or additional information, as appropriate, the Contractor does so at its own risk and expense and all claims relating thereafter are specifically waived. § 3.2.5 If the Contractor believes that additional cost or time is involved because of clarifications or instructions the Architect issues in response to the Contractor's notices or requests for information pursuant to Section 3.2 the Contractor shall submit Claims as provided in Article 15. If the Contractor fails to perform the obligations of Section 3.2, the Contractor shall pay such costs and damages to the Owner, subject to Section 15.1.7, as would have been avoided if the Contractor had performed such obligations. If the Contractor performs those obligations, the Contractor shall not be liable to the Owner or Architect for damages resulting from errors, inconsistencies or omissions in the Contract Documents, for differences between field measurements or conditions and the Contract Documents, or for nonconformities of the Contract Documents to applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities. § 3.3 Supervision and Construction Procedures § 3.3.1 The Contractor shall supervise and direct the Work, using the Contractor's best skill and attention. The Contractor shall be solely responsible for, and have control over, construction means, methods, techniques, sequences, and procedures, and for coordinating all portions of the Work under the Contract. If the Contract Documents give specific instructions concerning construction means, methods, techniques, sequences, or procedures, the Contractor shall evaluate the jobsite safety thereof and shall be solely responsible for the jobsite safety of such means, methods, techniques, sequences, or procedures. If the Contractor determines that such means, methods, techniques, sequences or procedures may not be safe, the Contractor shall give timely notice to the Owner and Architect, and shall propose alternative means, methods, techniques, sequences, or procedures. The Architect shall evaluate the proposed alternative solely for conformance with the design intent for the completed construction. Unless the Architect objects to the Contractor's proposed alternative, the Contractor shall perform the Work using its alternative means, methods, techniques, sequences, or procedures. § 3.3.2 The Contractor shall be responsible to the Owner for acts and omissions of the Contractor's employees, Subcontractors and their agents and employees, and other persons or entities performing portions of the Work for, or on behalf of, the Contractor or any of its Subcontractors. § 3.3.3 The Contractor shall be responsible for inspection of portions of Work already performed to determine that such portions are in proper condition to receive subsequent Work. § 3.4 Labor and Materials § 3.4.1 Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. § 3.4.2 Except in the case of minor changes in the Work approved by the Architect in accordance with Section 3.12.8 or ordered by the Architect in accordance with Section 7.4, the Contractor may make substitutions only with the consent of the Owner, after evaluation by the Architect and in accordance with a Change Order or Construction Change Directive. § 3.4.3 The Contractor shall enforce strict discipline and good order among the Contractor's employees and other persons carrying out the Work. The Contractor shall not permit employment of unfit persons or persons not properly skilled in tasks assigned to them. Persons permitted to perform Work under the Contractor or any Subcontractor or lower tier Subcontractor shall meet all employment eligibility, safety training, security or drug/alcohol testing requirements required by law or by Owner. Any person not complying with all such requirements shall be immediately removed from the Site. AIA Document A201® - 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA 1 6 Contract Documents" are registered trademarks and may not be used without permission. This draft was produced by AIA software at 18:44:22 ET on 11/04/2022 under Order No.2114305205 which expires on 03/27/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (844121424) § 3.4.4 The Contractor shall use the Owner's commercial solid waste services (including, but not limited to, collection, compacting, landfill usage and container rental), water, sewer, and electric service during the performance of the Work so long as the rates for such services are comparable to or lower than the average rate for the same or similar services within Dallas County. § 3.5 Warranty § 3.5.1 The Contractor warrants to the Owner and Architect that materials and equipment furnished under the Contract will be of good quality and new unless the Contract Documents require or permit otherwise. The Contractor further warrants that the Work will conform to the requirements of the Contract Documents and will be free from defects, except for those inherent in the quality of the Work the Contract Documents require or permit. Work, materials, or equipment not conforming to these requirements may be considered defective. The Contractor's warranty excludes remedy for damage or defect caused by abuse, alterations to the Work not executed by the Contractor, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. If required by the Owner or Architect, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. § 3.5.2 All material, equipment, or other special warranties required by the Contract Documents shall be issued in the name of the Owner, or shall be transferable to the Owner, and shall commence in accordance with Section 9.8.4. § 3.5.3 The Contractor's general warranty and any additional or special warranties are not limited by the Contractor's obligations to specifically correct defective or nonconforming Work as provided in Article 12, or are they limited by any other remedies provided in the Contract Documents. The Contractor shall also be liable for any damage to property or persons (including death) including consequential and direct damages relating to any breach of the Contractor's general warranty or any additional or special warranties required by the Contract Documents. § 3.5.4 The Contractor must furnish all special warranties required by the Contract Documents to the Owner no later than Substantial Completion. The Owner may require additional special warranties in connection with the approval of "Or -Equals" or Substitutions, Allowance items, Work that is defective or nonconforming, or the acceptance of nonconforming Work pursuant to Article 12. § 3.5.5 The warranty provided in this Section shall be in addition to and shall not limit any other warranty or remedy provided by law or the Contract Documents. § 3.6 Taxes § 3.6.1 The owner is a home -rule municipality in Texas, and, as such, enjoys tax-exempt status pursuant to the provisions of Texas Tax Code § 151.309. To enjoy the cost -savings benefit of its tax exempt status, the Owner will provide a Tax Exemption Certificate to the Contractor for use on the Project. The Contractor shall use that certificate to exempt any qualifying purchases made for the Work from taxes. Contractor will pass on all savings for the tax- exempt status to the Owner. The Contractor agrees to provide all Subcontractors of any tier a copy of the City's Tax Exemption Certificate. § 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 trade permits and feesas 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. Owner shall waive fees for any necessary municipal permits, fees, or inspections. § 3.7.2 The Contractor shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities applicable to performance of the Work. § 3.7.3 If the Contractor performs Work knowing it to be contrary to applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, the Contractor shall assume appropriate responsibility for such Work and shall bear the costs attributable to correction. § 3.7.4 Concealed or Unknown Conditions If the Contractor encounters conditions at the Site that are (1) subsurface or otherwise concealed physical conditions that differ materially from those indicated in the Contract Documents or (2) unknown physical conditions of an unusual nature that differ materially from those ordinarily found to exist and generally recognized as inherent in AIA Document A201® - 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA 1,' Contract Documents" are registered trademarks and may not be used without permission. This draft was produced by AIA software at 18:44:22 ET on 11/04/2022 under Order No.2114305205 which expires on 03/27/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia. org. User Notes: (844121424) construction activities of the character provided for in the Contract Documents, the Contractor shall promptly provide written notice to the Owner and the Architect before conditions are disturbed and in no event later than seven (7) days after first observance of the conditions. The Architect will promptly investigate such conditions and, if the Architect determines that they differ materially and cause an increase or decrease in the Contractor's cost of, or time required for, performance of any part of the Work, will recommend that an equitable adjustment be made in the Contract Sum or Contract Time, or both. If the Architect determines that the conditions at the Site are not materially different from those indicated in the Contract Documents and that no change in the terms of the Contract is justified, the Architect shall promptly notify the Owner and Contractor, stating the reasons. If either party disputes the Architect's determination or recommendation, that party may submit a Claim as provided in Article 15. § 3.7.5 If, in the course of the Work, the Contractor encounters human remains or recognizes the existence of burial markers, archaeological sites or wetlands not indicated in the Contract Documents, the Contractor shall immediately suspend any operations that would affect them and shall notify the Owner and Architect. Upon receipt of such notice, the Owner shall promptly take any action necessary to obtain governmental authorization required to resume the operations. The Contractor shall continue to suspend such operations until otherwise instructed by the Owner but shall continue with all other operations that do not affect those remains or features. Requests for adjustments in the Contract Sum and Contract Time arising from the existence of such remains or features may be made as provided in Article 15. § 3.8 Allowances § 3.8.1 The Contractor shall include in the Contract Sum all allowances stated in the Contract Documents. Items covered by allowances shall be supplied for such amounts and by such persons or entities as the Owner may direct, but the Contractor shall not be required to employ persons or entities to whom the Contractor has reasonable objection. § 3.8.2 Unless otherwise provided in the Contract Documents, .1 allowances shall cover the cost to the Contractor of materials and equipment delivered at the Site and all required taxes, less applicable trade discounts; .2 Contractor's costs for unloading and handling at the Site, labor, installation costs, overhead, profit, and other expenses contemplated for stated allowance amounts shall be included in the Contract Sum but not in the allowances; and .3 whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly by Change Order. The amount of the Change Order shall reflect (1) the difference between actual costs and the allowances under Section 3.8.2.1 and (2) changes in Contractor's costs under Section 3.8.2.2. .4 Other than instances in which Section 3.8.4 apply, CContractor shall not be entitled to additional profit and overhead and profit for use of an Allowance; however, a Subcontractor which actually performs the work shall be entitled to profit and overhead and profit (which includes office overhead and, site specific overhead, and general conditions) of ten percent (10%) of the Work; if a Subcontractor manages another Subcontractor (or Sub -Subcontractor), then the managing Subcontractor shall be entitled to profit and overhead and profit of five percent (5%); and the performing entity, ten percent (10%). § 3.8.3 Materials and equipment under an allowance shall be selected by the Owner with reasonable promptness. § 3.8.4 The provisions in this Section 3.8.4 apply only to projects procured under Texas Government Code Chapter 2269, Subchapter C "Competitive Bidding" or Subchapter D "Competitive Sealed Proposal Method." .1 A Post -Bid (or Post -Proposal) Allowance refers to Allowance funding that the Owner elects to include in the Contract Sum after closure of the public bid or proposal period but prior to execution of the contract for construction of the Project. § 3.8.4 The Contractor shall cause the Work covered by these allowances to be performed for such amounts and by such persons as the Owner may direct; however, the Contractor will not be required to employ persons against whom they make a reasonable objection. If the cost, when determined, is more than or less than the allowance, the Contract Sum shall be adjusted accordingly by Change Order, which shall include additional handling costs on the site, labor, installation costs, field overhead, profit and other direct expenses resulting to the Contractor from any increase over the original allowance. AIA Document A201® - 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA 18 Contract Documents" are registered trademarks and may not be used without permission. This draft was produced by AIA software at 18:44:22 ET on 11/04/2022 under Order No.2114305205 which expires on 03/27/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (844121424) § 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. The superintendent must be fluent in all languages necessary to effectively communicate with Contractor's staff assigned to the Project, and with all Subcontractors, in order to supervise and direct the Work and assist emergency responders. § 3.9.2 The Contractor, as soon as practicable after award of the Contract, shall notify the Owner and Architect of the name and qualifications of a proposed superintendent. Within 14 days of receipt of the information, the Architect may notify the Contractor, stating whether the Owner or the Architect (1) has reasonable objection to the proposed superintendent or (2) requires additional time for review. Failure of the Architect to provide notice within the 14-day period shall constitute notice of no reasonable objection. § 3.9.3 The Contractor shall not employ a proposed superintendent to whom the Owner or Architect has made reasonable and timely objection. The Contractor shall not change the superintendent without the Owner's consent, which shall not unreasonably be withheld or delayed. § 3.9.4 The superintendent must provide his or her email address, cell phone number and pager number to Owner and Architect and must be available to be contacted during all business hours, and outside of business hours in the event of an emergency. § 3.10 Contractor's Construction and Submittal Schedules § 3.10.1.1 The Contractor, promptly after being awarded the Contract, shall submit for the Owner's and Architect's information a Contractor's construction schedule for the Work. The schedule shall contain detail appropriate for the Project, including (1) the date of commencement of the Work, interim schedule milestone dates, and the date of Substantial Completion; (2) an apportionment of the Work by construction activity; and (3) the time required for completion of each portion of the Work. The schedule shall provide for the orderly progression of the Work to completion and shall not exceed time limits current under the Contract Documents. The schedule shall be revised at appropriate intervals as required by the conditions of the Work and Project. Thereafter, the Contractor shall prepare and update the construction schedule on at least monthly basis ("Current Construction Schedule"), if not more frequently at the Contractor's discretion, to be submitted to the Owner with each Application for Payment. § 3.10.1.2 The Progress Schedule shall be GANTT style and include, at minimum, the following\ information: .1 the Base Line Planned Start and Finish; .2 Progress Schedule: Actual Start and Finish; .3 Variance: Ahead + / Behind -; .4 % of Completion; .5 Total Float and Weather Days; .6 Critical Milestones and Commissioning; .7 Inspections .8 Owner Activities and Owner furnished/Contractor installed. § 3.10.2 The Contractor, promptly after being awarded the Contract and thereafter as necessary to maintain a current submittal schedule, shall submit a submittal schedule for the Architect's approval. The Architect's approval shall not be unreasonably delayed or withheld. The submittal schedule shall (1) be coordinated with the Contractor's construction schedule, and (2) allow the Architect reasonable time to review submittals. If the Contractor fails to submit a submittal schedule, or fails to provide submittals in accordance with the approved submittal schedule, the Contractor shall not be entitled to any increase in Contract Sum or extension of Contract Time based on the time required for review of submittals. § 3.10.4 The Contractor shall update § 3.10.4 The Contractor shall perform the Work in general accordance with the most recent schedules approved by the Owner and Architect. § 3.11 Documents and Samples at the Site The Contractor shall make available, at the Project Site, the Contract Documents, including Change Orders, Drawings, Specifications, Addenda, the current Construction Schedule, any Construction Change Directives, and AIA Document A201® - 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA 1 9 Contract Documents" are registered trademarks and may not be used without permission. This draft was produced by AIA software at 18:44:22 ET on 11/04/2022 under Order No.2114305205 which expires on 03/27/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (844121424) other Modifications, in good order and marked currently to indicate field changes and selections made during construction, and the approved Shop Drawings, Product Data, Samples, and similar required submittals. The Contractor shall display a Current Construction Schedule at the Site for reference and reliance by the Owner and Architect. These shall be in electronic form or paper copy, available to the Architect and Owner, and delivered to the Architect for submittal to the Owner upon completion of the Work as a record of the Work as constructed. § 3.12 Shop Drawings, Product Data and Samples § 3.12.1 Shop Drawings are drawings, diagrams, schedules, and other data specially prepared for the Work by the Contractor or a Subcontractor, Sub -subcontractor, manufacturer, supplier, or distributor to illustrate some portion of the Work.These may be provided in an electronic form if acceptable to the Architect. § 3.12.2 Product Data are illustrations, standard schedules, performance charts, instructions, brochures, diagrams, and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work. § 3.12.3 Samples are physical examples that illustrate materials, equipment, or workmanship, and establish standards by which the Work will be judged. Three copies of all physical examples shall be provided. § 3.12.4 Shop Drawings, Product Data, Samples, and similar submittals are not Contract Documents. Their purpose is to demonstrate how the Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents for those portions of the Work for which the Contract Documents require submittals. Review by the Architect is subject to the limitations of Section 4.2.7. Informational submittals upon which the Architect is not expected to take responsive action may be so identified in the Contract Documents. Submittals that are not required by the Contract Documents may be returned by the Architect without action. § 3.12.5 The Contractor shall review for compliance with the Contract Documents, approve, and submit to the Architect, Shop Drawings, Product Data, Samples, and similar submittals required by the Contract Documents, in accordance with the submittal schedule approved by the Architect or, in the absence of an approved submittal schedule, with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of the Owner or of Separate Contractors. The Contractor must provide the Owner and the Architect with copies of all submittals made to regulatory agencies. § 3.12.6 By approving and submitting Shop Drawings, Product Data, Samples, and similar submittals, the Contractor represents to the Owner and Architect that the Contractor has (1) reviewed and approved them, (2) determined and verified materials, field measurements and field construction criteria related thereto, or will do so, and (3) checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract Documents. § 3.12.7 The Contractor shall perform no portion of the Work for which the Contract Documents require submittal and review of Shop Drawings, Product Data, Samples, or similar submittals, until the respective submittal has been approved by the Architect. The Contractor must correct at its cost, and without any adjustment in Contract Time, any Work the correction of which is required due to the Contractor's failure to obtain approval of a submittal required to have been obtained prior to proceeding with the Work, including, but not limited to, correction of any conflicts in the Work resulting from such failure. § 3.12.8 The Work shall be in accordance with approved submittals except that the Contractor shall not be relieved of responsibility for deviations from the requirements of the Contract Documents by the Architect's approval of Shop Drawings, Product Data, Samples, or similar submittals, unless the Contractor has specifically notified the Architect of such deviation at the time of submittal and (1) the Architect has given written approval to the specific deviation as a minor change in the Work, or (2) a Change Order or Construction Change Directive has been issued authorizing the deviation. The Contractor shall not be relieved of responsibility for errors or omissions in Shop Drawings, Product Data, Samples, or similar submittals, by the Architect's approval thereof. § 3.12.9 The Contractor shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data, Samples, or similar submittals, to revisions other than those requested by the Architect on previous submittals. In the absence of such notice, the Architect's approval of a resubmission shall not apply to such revisions. § 3.12.10 The Contractor shall not be required to provide professional services that constitute the practice of architecture or engineering unless such services are required by the Contract Documents for a portion of the Work or AIA Document A201® - 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA n O Contract Documents" are registered trademarks and may not be used without permission. This draft was produced by AIA software at 18:44:22 G ET on 11/04/2022 under Order No.2114305205 which expires on 03/27/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (844121424) unless the Contractor needs to provide such services in order to carry out the Contractor's responsibilities for construction means, methods, techniques, sequences, and procedures. The Contractor shall not be required to provide professional services in violation of applicable law. § 3.12.10.1 If professional design services or certifications by a design professional related to systems, materials, or equipment are required of the Contractor by the Contract Documents, the Owner and the Architect will specify all performance and design criteria that such services must satisfy. The Contractor shall be entitled to rely upon the adequacy and accuracy of the performance and design criteria provided in the Contract Documents. The Contractor shall cause such services or certifications to be provided by an appropriately licensed design professional, whose signature and seal shall appear on all drawings, calculations, specifications, certifications, Shop Drawings, and other submittals prepared by such professional. Shop Drawings, and other submittals related to the Work, designed or certified by such professional, if prepared by others, shall bear such professional's written approval when submitted to the Architect. The Owner and the Architect shall be entitled to rely upon the adequacy and accuracy of the services, certifications, and approvals performed or provided by such design professionals, provided the Owner and Architect have specified to the Contractor the performance and design criteria that such services must satisfy. Pursuant to this Section 3.12.10, the Architect will review and approve or take other appropriate action on submittals only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. § 3.12.10.2 If the Contract Documents require the Contractor's design professional to certify that the Work has been performed in accordance with the design criteria, the Contractor shall furnish such certifications to the Architect at the time and in the form specified by the Architect. § 3.13 Use of Site The Contractor shall confine operations at the Site to areas permitted by applicable laws, statutes, ordinances, codes, rules and regulations, lawful orders of public authorities, and the Contract Documents and shall not unreasonably encumber the Site with materials or equipment. Until the Owner's acceptance of the Work, the entire Site shall be under the exclusive control, care, and responsibility of the Contractor. The Contractor shall rebuild, repair, and restore at their own expense all damage to any portion of the Work occasioned by any of the above, caused before acceptance. § 3.13.1 Except as may be specifically provided in the Contract Documents, the Contractor shall provide all necessary temporary facilities, including power, water, sanitation, scaffolding, storage, and security. Contractor shall use Owner -operated utilities where available. If Owner makes any such facilities available to Contractor, it is without representation or warranty as to their adequacy for Contractor's use, and Contractor shall indemnify, defend, and hold Owner harmless from and against any claims arising out of Contractor's use of such facilities. § 3.14 Cutting and Patching § 3.14.1 The Contractor shall be responsible for cutting, fitting, or patching required to complete the Work or to make its parts fit together properly. All areas requiring cutting, fitting, or patching shall be restored to the condition existing prior to the cutting, fitting, or patching, unless otherwise required by the Contract Documents. § 3.14.2 The Contractor shall not damage or endanger a portion of the Work or fully or partially completed construction of the Owner or Separate Contractors by cutting, patching, or otherwise altering such construction, or by excavation. The Contractor shall not cut or otherwise alter construction by the Owner or a Separate Contractor except with written consent of the Owner and of the Separate Contractor. Consent shall not be unreasonably withheld. The Contractor shall not unreasonably withhold from the Owner or a Separate Contractor, its consent to cutting or otherwise altering the Work. § 3.14.3 The cost to repair or replace damaged, defective, or ill-timed work shall be borne by the party responsible therefor. § 3.15 Cleaning Up § 3.15.1 The Contractor shall keep the premises and surrounding area free from accumulation of waste materials and rubbish caused by operations under the Contract on a daily basis. AIA Document A201® - 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA n Contract Documents" are registered trademarks and may not be used without permission. This draft was produced by AIA software at 18:44:22 G ET on 11/04/2022 under Order No.2114305205 which expires on 03/27/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (844121424) § 3.15.1.1 At completion of the Work, the Contractor shall, immediately prior to final inspection of the completed Project, execute final cleaning work with trained janitorial personnel and with material methods recommended by the manufacturers of installed materials. In addition, the Contractor shall .1 Sweep and buff resilient floors and base, and vacuum carpeting. .2 Dust all metal and wood trim and similar finished materials. .3 Clean all cabinets and casework. .4 Dust all ceilings and walls. .5 Dust, and if necessary wash, all plumbing and electrical fixtures. .6 Wash all glass and similar non -resilient materials. .7 Clean and polish all hardware and other unpainted metals, and clean and touch up all equipment and paint or decorated work, remove all temporary labels, tags, and paper coverings throughout the buildings, and polish all waxed surfaces .8 The exterior of the building, the grounds, approaches, equipment, sidewalks, streets, etc. shall be cleaned similar to interior of buildings and left in good order at the time of final acceptance. All paint surfaces shall be clean and unbroken, hardware shall be clean and polished, all required repair work shall be completed and dirt areas shall be scraped and cleared of weed growth. .9 Clean all glass surfaces and mirrors of putty, paint materials, etc., without scratching or injuring the glass and leave the work bright, clean and polished. Cost of this cleaning work shall be borne by Construction Manager. .10 clean, polish, scale, wax and conduct all other finish operations indicated on the Drawings or required in the Specifications to the required condition at the time of acceptance of all work. .11 remove waste materials, rubbish, the Contractor's tools, construction equipment, machinery, and surplus materials from and about the Project. § 3.15.2 If the Contractor fails to clean up as provided in the Contract Documents, the Owner may do so and the Owner shall be entitled to reimbursement from the Contractor. § 3.16 Access to Work The Contractor shall provide the Owner and Architect with access to the Work in preparation and progress wherever located. § 3.17 Royalties, Patents and Copyrights The Contractor shall pay all royalties and license fees. The Contractor shall defend suits or claims for infringement of copyrights and patent rights and shall hold the Owner and Architect harmless from loss on account thereof, but shall not be responsible for defense or loss when a particular design, process, or product of a particular manufacturer or manufacturers is required by the Contract Documents, or where the copyright violations are contained in Drawings, Specifications, or other documents prepared by the Owner or Architect. However, if an infringement of a copyright or patent is discovered by, or made known to, the Contractor, the Contractor shall be responsible for the loss unless the information is promptly furnished to the Architect. § 3.18 Indemnification § 3.18.1 To the fullest extent permitted by law, the Contractor shall indemnify, defend, and hold harmless the Owner, Architect, Architect's consultants, and agents and all of their present, future and former agents, employees, officials, and representatives in their official, individual and representative capacities from and against any and all liability created by, arising from or in any manner relating to services performed, or goods provided, by Contractor. As used herein, the term "liability" include, but is not limited to, any and all claims, demands, causes of action, judgments, liens and expenses (including attorney's fees, whether contractual or statutory), costs and damages (whether common law or statutory, and whether actual, punitive, consequential or incidental), of any conceivable character, due to or arising from injuries to persons (including death) or to property (both real and personal, but excluding damage to the Work itself). The indemnity provided herein expressly includes any liability arising through the doctrine of strict or products liability and any liability arising under the constitutions of the United States or Texas. The indemnity provided herein also expressly extends to any liability caused by the negligence or other fault of any indemnified party to the extent. BUT ONLY TO THE EXTENT, that such liability arises from the selection, hiring, retention, supervision or control of Contractor, the workplace or materials provided to the Contractor or the acceptance of the services or goods performed or provided by the Contractor. Such obligation shall not AIA Document A201® - 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA 22 Contract Documents" are registered trademarks and may not be used without permission. This draft was produced by AIA software at 18:44:22 ET on 11/04/2022 under Order No.2114305205 which expires on 03/27/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia. org. User Notes: (844121424) be construed to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exist as to a party or person described in this Section 3.18. § 3.18.2 In claims against any person or entity indemnified under this Section 3.18 by an employee of the Contractor, a Subcontractor, anyone directly or indirectly employed by them, or anyone for whose acts they may be liable, the indemnification obligation under Section 3.18.1 shall not be limited by a limitation on amount or type of damages, compensation, or benefits payable by or for the Contractor or a Subcontractor under workers' compensation acts, disability benefit acts, or other employee benefit acts. ARTICLE 4 ARCHITECT § 4.1 General § 4.1.1 The Architect is the person or entity retained by the Owner pursuant to Section 2.3.2 and identified as such in the Agreement. § 4.1.2 Duties, responsibilities, and limitations of authority of the Architect as set forth in the Contract Documents shall not be restricted, modified, or extended without written consent of the Owner, Contractor, and Architect. Consent shall not be unreasonably withheld. § 4.2 Administration of the Contract § 4.2.1 The Architect will provide administration of the Contract as described in the Contract Documents and will be an Owner's representative during construction until the date the Architect issues the final Certificate for Payment. The Architect will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents. Notwithstanding anything to the contrary contained in this paragraph or the Contract Documents, the Contractor acknowledges that the Architect is an independent contractor of the Owner and is not an agent of the Owner except as expressly provided and limited by the terms of the Contract Documents. § 4.2.2 The Architect will visit the Site at intervals appropriate to the stage of construction, or as otherwise agreed with the Owner, to become generally familiar with the progress and quality of the portion of the Work completed, and to determine in general if the Work observed is being performed in a manner indicating that the Work, when fully completed, will be in accordance with the Contract Documents. However, unless otherwise provided between the Architect and the Owner, the Architect will not be making exhaustive or continuous on -site inspections to check the quality or quantity of the Work. The Contractor acknowledges that the Architect will not have control over, charge of, or responsibility for the construction means, methods, techniques, sequences or procedures, or for the safety precautions and programs in connection with the Work, since these are solely the Contractor's rights and responsibilities under the Contract Documents. § 4.2.3 On the basis of the Site visits, the Architect will keep the Owner reasonably informed about the progress and quality of the portion of the Work completed, and promptly report to the Owner (1) known deviations from the Contract Documents, (2) known deviations from the most recent construction schedule submitted by the Contractor, and (3) defects and deficiencies observed in the Work. The Architect will not be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. The Architect will not have control over or charge of, and will not be responsible for acts or omissions of, the Contractor, Subcontractors, or their agents or employees, or any other persons or entities performing portions of the Work. § 4.2.4 Communications The Owner and Contractor shall include the Architect in all communications that relate to or affect the Architect's services or professional responsibilities. The Owner shall promptly notify the Architect of the substance of any direct communications between the Owner and the Contractor otherwise relating to the Project. Communications by and with the Architect's consultants shall be through the Architect. Communications by and with Subcontractors and suppliers shall be through the Contractor. Communications by and with Separate Contractors shall be through the Owner. The Contract Documents may specify other communication protocols. The Contractor shall copy the Owner on all communications to the Architect. § 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 Owner and the Architect each have authority to reject Work that does not conform to the Contract Documents. Whenever the Owner or Architect consider it necessary or advisable in order to insure the proper AIA Document A201® - 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA 23 Contract Documents" are registered trademarks and may not be used without permission. This draft was produced by AIA software at 18:44:22 ET on 11/04/2022 under Order No.2114305205 which expires on 03/27/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (844121424) realization of the intent of the Plans and Specifications, they will have authority to stop the Work or sny portion thereof, or to require inspection or testing of the Work in accordance with Sections 13.4.2 and 13.4.3, whether or not the Work is fabricated, installed or completed. The Contractor shall be responsible for the cost of investigations, special inspections, and testikng of Work that is found to be out o fcompliance with the Plans and Specifications. However, neither this authority nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, suppliers, their agents or employees, or other persons or entities performing portions of the Work. § 4.2.7 The Architect will review and take appropriate action upon the Contractor's submittals such as Shop Drawings, Product Data, and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Architect's action taken will be transmitted in accordance with the submittal schedule approved by the Architect or, in the absence of an approved submittal schedule, with reasonable promptness while allowing sufficient time in the Architect's professional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instructions for installation or performance of equipment or systems, all of which remain the responsibility of the Contractor as required by the Contract Documents. The Architect's review of the Contractor's submittals shall not relieve the Contractor of the obligations under Sections 3.3, 3.5, and 3.12. The Architect's review shall not constitute approval of safety precautions or of any construction means, methods, techniques, sequences, or procedures. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. § 4.2.8 The Architect will prepare Change Orders and Construction Change Directives, and may order minor changes in the Work as provided in Section 7.4. The Architect will investigate and make determinations and recommendations regarding concealed and unknown conditions as provided in Section 3.7.4. § 4.2.9 The Architect will conduct inspections to determine the date or dates of Substantial Completion and the date of final completion; issue Certificates of Substantial Completion pursuant to Section 9.8; receive and forward to the Owner, for the Owner's review and records, written warranties and related documents required by the Contract and assembled by the Contractor pursuant to Section 9.10; and issue a final Certificate for Payment pursuant to Section 9.10. § 4.2.10 If the Owner and Architect agree, the Architect will provide one or more Project representatives to assist in carrying out the Architect's responsibilities at the Site. The Owner shall notify the Contractor of any change in the duties, responsibilities and limitations of authority of the Project representatives. § 4.2.11 The Architect will interpret and decide matters concerning performance under, and requirements of, the Contract Documents on written request of either the Owner or Contractor. The Architect's response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. § 4.2.12 Interpretations and decisions of the Architect will be consistent with the intent of, and reasonably inferable from, the Contract Documents and will be in writing or in the form of drawings. When making such interpretations and decisions, the Architect will endeavor to secure faithful performance by both Owner and Contractor, will not show partiality to either, and will not be liable for results of interpretations or decisions rendered in good faith. § 4.2.13 The Architect's decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in the Contract Documents. § 4.2.14 The Architect will review and respond to requests for information about the Contract Documents. The Architect's response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. If appropriate, the Architect will prepare and issue supplemental Drawings and Specifications in response to the requests for information. § 4.2.15 The Contractor will maintain at the site for the Owner one record copy of all Contracts, Drawings, Specifications, addenda, Change Orders and other Modifications, in good order and marked currently to record all changes and selections made during construction, and in addition approved Shop Drawings, Product Data, Samples and similar required submittals. These will be available to the Architect and will be delivered to the Owner upon completion of the Project. AIA Document MW - 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA 2 4 Contract Documents" are registered trademarks and may not be used without permission. This draft was produced by AIA software at 18:44:22 ET on 11/04/2022 under Order No.2114305205 which expires on 03/27/2023, is not for resale, is licensed for one-time use only, and may only he used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia. org. User Notes: (844121424) ARTICLE 5 SUBCONTRACTORS § 5.1 Definitions § 5.1.1 A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the Work at the Site. The term "Subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcontractor. The term "Subcontractor" does not include a Separate Contractor or the subcontractors of a Separate Contractor. § 5.1.2 A Sub -subcontractor is a person or entity who has a direct or indirect contract with a Subcontractor to perform a portion of the Work at the Site. The term "Sub -subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Sub -subcontractor or an authorized representative of the Sub - subcontractor. § 5.2 Award of Subcontracts and Other Contracts for Portions of the Work § 5.2.1 Unless otherwise stated in the Contract Documents, the Contractor, as soon as practicable after award of the Contract, shall notify the Owner and Architect of the persons or entities proposed for each principal portion of the Work, including those who are to furnish materials or equipment fabricated to a special design. Within 14 days of receipt of the information, the Architect may notify the Contractor whether the Owner or the Architect (1) has reasonable objection to any such proposed person or entity or (2) requires additional time for review. Failure of the Architect to provide notice within the 14-day period shall constitute notice of no reasonable objection. The Contractor shall update this list throughout the Project and keep Owner and the Architect advised of any new Subcontractors employed on the Project. The Owner has the right to reasonably reject any proposed subcontractor. § 5.2.2 The Contractor shall not contract with a proposed person or entity to whom the Owner or Architect has made reasonable and timely objection. The Contractor shall not be required to contract with anyone to whom the Contractor has made reasonable objection. § 5.2.3 If the Owner or Architect has reasonable objection to a person or entity proposed by the Contractor, the Contractor shall propose another to whom the Owner or Architect has no reasonable objection. If the proposed but rejected Subcontractor met all criteria set forth in the Contract Documents and was reasonably capable of performing the Work, the Contract Sum and Contract Time shall be increased or decreased by the difference, if any, occasioned by such change, and an appropriate Change Order shall be issued before commencement of the substitute Subcontractor's Work. However, no increase in the Contract Sum or Contract Time shall be allowed for such change unless the Contractor has acted promptly and responsively in submitting names as required. § 5.2.4 The Contractor shall not substitute a Subcontractor, person, or entity for one previously selected if the Owner or Architect makes reasonable objection to such substitution. § 5.3 Subcontractual Relations By appropriate written agreement, the Contractor shall require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by terms of the Contract Documents, and to assume toward the Contractor all the obligations and responsibilities, including the responsibility for safety of the Subcontractor's Work that the Contractor, by these Contract Documents, assumes toward the Owner and Architect. Each subcontract agreement shall preserve and protect the rights of the Owner and Architect under the Contract Documents with respect to the Work to be performed by the Subcontractor so that subcontracting thereof will not prejudice such rights, and shall allow to the Subcontractor, unless specifically provided otherwise in the subcontract agreement, the benefit of all rights, remedies, and redress against the Contractor that the Contractor, by the Contract Documents, has against the Owner. Where appropriate, the Contractor shall require each Subcontractor to enter into similar agreements with Sub -subcontractors. The Contractor shall make available to each proposed Subcontractor, prior to the execution of the subcontract agreement, copies of the Contract Documents to which the Subcontractor will be bound, and, upon written request of the Subcontractor, identify to the Subcontractor terms and conditions of the proposed subcontract agreement that may be at variance with the Contract Documents. Subcontractors will similarly make copies of applicable portions of such documents available to their respective proposed Sub - subcontractors. § 5.4 Contingent Assignment of Subcontracts § 5.4.1 Each subcontract agreement for a portion of the Work is assigned by the Contractor to the Owner, provided that AIA Document A201® - 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA 2 rJ Contract Documents" are registered trademarks and may not be used without permission. This draft was produced by AIA software at 18:44:22 ET on 11/04/2022 under Order No.2114305205 which expires on 03/27/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (844121424) .1 assignment is effective only after termination of the Contract by the Owner for cause pursuant to Section 14.2 and only for those subcontract agreements that the Owner accepts by notifying the Subcontractor and Contractor; and .2 assignment is subject to the prior rights of the surety, if any, obligated under bond relating to the Contract. § 5.4.2 If the Work has been suspended for more than 30 days, the Subcontractor's compensation shall be equitably adjusted. § 5.4.3 This Section is intentionally left blank. ARTICLE 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS § 6.1 Owner's Right to Perform Construction and to Award Separate Contracts § 6.1.1 The term "Separate Contractor(s)" shall mean other contractors retained by the Owner under separate agreements. The Owner reserves the right to perform construction or operations related to the Project with the Owner's own forces, and with Separate Contractors retained under other contracts. § 6.1.2 When separate contracts are awarded for different portions of the Project or other construction or operations on the Site, the term "Contractor" in the Contract Documents in each case shall mean the Contractor who executes each separate Owner -Contractor Agreement. § 6.1.3 When the Owner performs construction or operations with the Owner's own forces including personnel or entities under separate contracts not administered by the Owner, the Owner shall provide for coordination of the activities of the Owner's own forces and of each Separate Contractor with the Work of the Contractor, who shall cooperate with them. The Contractor shall participate with any Separate Contractors and the Owner in reviewing their construction schedules. The Contractor shall make any revisions to its construction schedule deemed necessary after a joint review and mutual agreement. The construction schedules shall then constitute the schedules to be used by the Contractor, Separate Contractors, and the Owner until subsequently revised. § 6.1.4 Unless otherwise provided in the Contract Documents, when the Owner performs construction or operations related to the Project with the Owner's own forces or with Separate Contractors, the Owner or its Separate Contractors shall have the same obligations and rights that the Contractor has under the Conditions of the Contract, including, without excluding others, those stated in Article 3, this Article 6, and Articles 10, 11, and 12. § 6.2 Mutual Responsibility § 6.2.1 The Contractor shall afford the Owner and Separate Contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activities, and shall connect and coordinate the Contractor's construction and operations with theirs as required by the Contract Documents. § 6.2.2 If part of the Contractor's Work depends for proper execution or results upon construction or operations by the Owner or a Separate Contractor, the Contractor shall, prior to proceeding with that portion of the Work, promptly notify the Architect of apparent discrepancies or defects in the construction or operations by the Owner or Separate Contractor that would render it unsuitable for proper execution and results of the Contractor's Work. Failure of the Contractor to notify the Architect of apparent discrepancies or defects prior to proceeding with the Work shall constitute an acknowledgment that the Owner's or Separate Contractor's completed or partially completed construction is fit and proper to receive the Contractor's Work. The Contractor shall not be responsible for discrepancies or defects in the construction or operations by the Owner or Separate Contractor that are not apparent. § 6.2.3 The Contractor shall reimburse the Owner for costs the Owner incurs that are payable to a Separate Contractor because of the Contractor's delays, improperly timed activities or defective construction. The Owner shall be responsible to the Contractor for costs the Contractor incurs because of a Separate Contractor's delays, improperly timed activities, damage to the Work or defective construction. § 6.2.4 The Contractor shall promptly remedy damage that the Contractor wrongfully causes to completed or partially completed construction or to property of the Owner or Separate Contractor as provided in Section 10.2.5. AIA Document A201® - 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA 2 6 Contract Documents" are registered trademarks and may not be used without permission. This draft was produced by AIA software at 18:44:22 ET on 11/04/2022 under Order No.2114305205 which expires on 03/27/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (844121424) § 6.2.5 The Owner and each Separate Contractor shall have the same responsibilities for cutting and patching as are described for the Contractor in Section 3.14. § 6.3 Owner's Right to Clean Up If a dispute arises among the Contractor, Separate Contractors, and the Owner as to the responsibility under their respective contracts for maintaining the premises and surrounding area free from waste materials and rubbish, the Owner may clean up and allocate the cost among those responsible as the Construction Manager, in consultation with the Architect, determines to be just. ARTICLE 7 CHANGES IN THE WORK § 7.1 General § 7.1.1 Changes in the Work may be accomplished after execution of the Contract, and without invalidating the Contract, by Change Order, Construction Change Directive or order for a minor change in the Work, subject to the limitations stated in this Article 7 and elsewhere in the Contract Documents. § 7.1.2 A Change Order shall be based upon agreement among the Owner, Contractor, and Architect. A Construction Change Directive requires agreement by the Owner and Architect and may or may not be agreed to by the Contractor. An order for a minor change in the Work may be issued by the Architect alone. § 7.1.3 Changes in the Work shall be performed under applicable provisions of the Contract Documents. The Contractor shall proceed promptly with changes in the Work, unless otherwise provided in the Change Order, Construction Change Directive, or order for a minor change in the Work. § 7.2 Change Orders § 7.2.1 A Change Order is a written instrument prepared by the Architect and signed by the Owner, Contractor, and Architect stating their agreement upon all of the following: .1 The change in the Work; .2 The amount of the adjustment, if any, in the Contract Sum; and .3 The extent of the adjustment, if any, in the Contract Time. § 7.2.2 Change Proposals. The Contractor must submit change proposals covering a contemplated Change Order within ten (10) days after request of the Owner, or the Architect or within ten (10) days of the event giving rise to the Contractor's claim for a change in the Contract Sum or Contract Time. No increase in the Contract Sum or extension of the Contract Time will be allowed the Contractor for the cost or time involved in making change proposals. Change proposals will define or confirm in detail the Work which is proposed to be added, deleted, or changed and must include any adjustment which the Contractor believes to be necessary in (i) the Contract Sum, or (ii) the Contract Time. Any proposed adjustment must include detailed documentation including but not limited to: cost, properly itemized and supported by sufficient substantiating data to permit evaluation including cost of labor, materials, supplies and equipment, rental cost of machinery and equipment, additional bond cost, plus a fixed fee for profit and overhead (which includes office overhead and site -specific overhead) of ten percent (10%) if the Work is performed by the Contractor, or five percent (5%) if the Work is performed by a Subcontractor or lower tier subcontractor. The Subcontractor's or lower tier subcontractor's profit and overhead in turn must not exceed a total aggregate of ten percent (10%). Change proposals will be binding upon the Contractor and may be accepted or rejected by the Owner in its discretion. The Owner may, at its option, instruct the Contractor to proceed with the Work involved in the change proposal in accordance with this Section 7.2.2 without accepting the change proposal in its entirety. § 7.2.3 If the Owner determines that a change proposal is appropriate, the Architect will prepare and submit a request for a Change Order or Contract Amendment providing for an appropriate adjustment in the Contract Sum or Contract Time, or both, for further action by the Owner. No such change is effective until the Owner and Architect sign the Change Order. § 7.3 Construction Change Directives § 7.3.1 A Construction Change Directive is a written order prepared by the Architect and signed by the Owner and Architect, directing a change in the Work prior to agreement on adjustment, if any, in the Contract Sum or Contract Time, or both. The Owner may by Construction Change Directive, without invalidating the Contract, order changes AIA Document A201® - 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA 2,' Contract Documents" are registered trademarks and may not be used without permission. This draft was produced by AIA software at 18:44:22 ET on 11/04/2022 under Order No.2114305205 which expires on 03/27/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia. org. User Notes: (844121424) in the Work within the general scope of the Contract consisting of additions, deletions, or other revisions, the Contract Sum and Contract Time being adjusted accordingly. § 7.3.2 A Construction Change Directive shall be used in the absence of total agreement on the terms of a Change Order. § 7.3.3 If the Construction Change Directive provides for an adjustment to the Contract Sum, the adjustment shall be based on one of the following methods: .1 Mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation; .2 Unit prices stated in the Contract Documents or subsequently agreed upon; .3 Cost to be determined in a manner agreed upon by the parties and a mutually acceptable fined or percentage fee; or .4 As provided in Section 7.3.4. § 7.3.4 If the Contractor does not respond promptly or disagrees with the method for adjustment in the Contract Sum, the Architect shall determine the adjustment on the basis of reasonable expenditures and savings of those performing the Work attributable to the change, including, in case of an increase in the Contract Sum, an amount for overhead and profit as set forth in the Agreement, or if no such amount is set forth in the Agreement, a reasonable amount. In such case, and also under Section 7.3.3.3, the Contractor shall keep and present, in such form as the Architect may prescribe, an itemized accounting together with appropriate supporting data. Unless otherwise provided in the Contract Documents, costs for the purposes of this Section 7.3.4 shall be limited to the following: .1 Costs of labor, including applicable payroll taxes, fringe benefits required by agreement or custom, workers' compensation insurance, and other employee costs approved by the Architect; .2 Costs of materials, supplies, and equipment, including cost of transportation, whether incorporated or consumed; .3 Rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Contractor or others; .4 Costs of premiums for all bonds and insurance, permit fees, and sales, use, or similar taxes, directly related to the change; and .5 Costs of supervision and field office personnel directly attributable to the change. § 7.3.5 If the Contractor disagrees with the adjustment in the Contract Time, the Contractor may make a Claim in accordance with applicable provisions of Article 15. § 7.3.6 Upon receipt of a Construction Change Directive, the Contractor shall promptly proceed with the change in the Work involved and advise the Architect of the Contractor's agreement or disagreement with the method, if any, provided in the Construction Change Directive for determining the proposed adjustment in the Contract Sum or Contract Time. § 7.3.7 A Construction Change Directive signed by the Contractor indicates the Contractor's agreement therewith, including adjustment in Contract Sum and Contract Time or the method for determining them. Such agreement shall be effective immediately and shall be recorded as a Change Order. § 7.3.8 The amount of credit to be allowed by the Contractor to the Owner for a deletion or change that results in a net decrease in the Contract Sum shall be actual net cost as confirmed by the Architect. When both additions and credits covering related Work or substitutions are involved in a change, the allowance for overhead and profit shall be figured on the basis of net increase, if any, with respect to that change. § 7.3.9 Pending final determination of the total cost of a Construction Change Directive to the Owner, the Contractor may request payment for amounts not in dispute for Work completed under the Construction Change Directive in Applications for Payment. § 7.3.10 When the Owner and Contractor agree with a determination made by the Architect concerning the adjustments in the Contract Sum and Contract Time, or otherwise reach agreement upon the adjustments, such agreement shall be effective immediately and the Architect will prepare a Change Order. Change Orders may be issued for all or any part of a Construction Change Directive. AIA Document A201® - 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA n Contract Documents" are registered trademarks and may not be used without permission. This draft was produced by AIA software at 18:44:22 G 8 ET on 11/04/2022 under Order No.2114305205 which expires on 03/27/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (844121424) § 7.4 Minor Changes in the Work The Architect may order minor changes in the Work that are consistent with the intent of the Contract Documents and do not involve an adjustment in the Contract Sum or an extension of the Contract Time. The Architect's order for minor changes shall be in writing. If the Contractor believes that the proposed minor change in the Work will affect the Contract Sum or Contract Time, the Contractor shall notify the Architect and shall not proceed to implement the change in the Work. If the Contractor performs the Work set forth in the Architect's order for a minor change without prior notice to the Architect that such change will affect the Contract Sum or Contract Time, the Contractor waives any adjustment to the Contract Sum or extension of the Contract Time. § 7.5 Use of Pre -Bid Allowances Anything in the Contract Documents to the contrary notwithstanding, should Contractor claim any allowance amounts included in the Contract Sum as of the Effective Date to cover those costs considered reimbursable as the Cost of the Work but not included in a Change Order, Contractor shall not include any overhead or profit arising from spending any portion of the contingent funds in any Application for Payment; however, a Subcontractor which actually performs the work shall be entitled to profit and overhead (which includes office overhead and site specific overhead) of ten percent (10%) of the Work; if a Subcontractor manages another Subcontractor (or lower tier Subcontractor), then the managing Subcontractor shall be entitled to profiut and overhead of five percent (5%); and the performing entity, ten percent (10%). § 7.6 Use of Post -Bid (or Post -Proposal) Allowances Anything in the Contract Documents to the contrary notwithstanding, should Contractor claim any allowance amounts included in the Contract Sum as of the Effective Date to cover those costs considered reimbursable as the Cost of the Work but not included in a Change Order, Contractor may include profit and overhead (which includes office overhead and site specific overhead) of five percent (5%) arising from spending any Post -Bid (or Post - Proposal) Allowance in any Application for Payment. In addition, a Subcontractor which actually performs the work shall be entitled to profit and overhead (which includes office overhead and site -specific overhead) of ten percent (10%) of the Work; if a Subcontractor manages another Subcontractor (or lower tier Subcontractor), then the managing Subcontractor shall be entitled to profit and overhead of five percent (5%); and the performing entity, ten percent (10%). ARTICLE 8 TIME § 8.1 Definitions § 8.1.1 Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, allotted in the Contract Documents for Substantial Completion of the Work. § 8.1.2 The date of commencement of the Work is the date established in the Agreement. § 8.1.3 The date of Substantial Completion is the date certified by the Architect in accordance with Section 9.8. § 8.1.4 The term "day" as used in the Contract Documents shall mean calendar day unless otherwise specifically defined. § 8.2 Progress and Completion § 8.2.1 Time limits stated in the Contract Documents are of the essence of the Contract. By executing the Contract, the Contractor confirms that the Contract Time is a reasonable period for performing the Work. § 8.2.2 The Contractor shall not knowingly, except by agreement or instruction of the Owner in writing, commence the Work prior to the effective date of insurance required to be furnished by the Contractor and Owner, or prior to approval of Certificates of Insurance, and Additional Insured Endorsement and Notice of Cancellation Endorsement required to be submitted to Owner under the Contract. § 8.2.3 The Contractor shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within the Contract Time. If Contractor's Work shall fall behind schedule for reasons that are not excused under the terms of the Contract, Contractor shall add additional workers or shifts, and/or work overtime as necessary to maintain the Construction Schedule, all at Contractor's expense. AIA Document A201® - 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA 2 9 Contract Documents" are registered trademarks and may not be used without permission. This draft was produced by AIA software at 18:44:22 ET on 11/04/2022 under Order No.2114305205 which expires on 03/27/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (844121424) § 8.3 Delays and Extensions of Time § 8.3.1 If the Contractor is delayed at any time in the commencement or progress of the Work by (1) an act or neglect of the Owner or Architect, of an employee of either, or of a Separate Contractor; (2) by changes ordered in the Work; (3) by labor disputes, fire, unusual delay in deliveries, unavoidable casualties, adverse weather conditions documented in accordance with Section 15.1.6.2, or other causes beyond the Contractor's control; (4) by delay authorized by the Owner pending mediation and binding dispute resolution; or (5) by other causes that the Contractor asserts, and the Architect determines, justify delay, then the Contract Time shall be extended for such reasonable time as the Architect may determine. In no instance shall increased prices or costs to the Contractor justify Project delays, nor form the basis of any increase in the Contract Sum. § 8.3.2 Claims relating to time shall be made in accordance with applicable provisions of Article 15. § 8.3.3 This Section 8.3 does not preclude recovery of damages for delay by the Owner under other provisions of the Contract Documents. ARTICLE 9 PAYMENTS AND COMPLETION § 9.1 Contract Sum § 9.1.1 The Contract Sum is stated in the Agreement and, including authorized adjustments, is the total amount payable by the Owner to the Contractor for performance of the Work under the Contract Documents. § 9.1.2 If unit prices are stated in the Contract Documents or subsequently agreed upon, and if quantities originally contemplated are materially changed so that application of such unit prices to the actual quantities causes substantial inequity to the Owner or Contractor, the applicable unit prices shall be equitably adjusted. § 9.2 Schedule of Values The Contractor shall submit a schedule of values to the Architect before the first Application for Payment, allocating the entire Contract Sum to the various portions of the Work. The schedule of values shall be prepared in the form, and supported by the data to substantiate its accuracy, required by the Architect. This schedule, unless objected to by the Architect, shall be used as a basis for reviewing the Contractor's Applications for Payment. Any changes to the schedule of values shall be submitted to the Architect and supported by such data to substantiate its accuracy as the Architect may require, and unless objected to by the Architect, shall be used as a basis for reviewing the Contractor's subsequent Applications for Payment. § 9.3 Applications for Payment § 9.3.1 At least fourteen (14) days before the date established for each progress payment, the Contractor shall submit to the Architect an itemized Application for Payment prepared in accordance with the schedule of values, if required under Section 9.2, for completed portions of the Work. The application shall be notarized, if required, and supported by all data substantiating the Contractor's right to payment that the Owner or Architect require, such as copies of requisitions, and releases and waivers of liens from Subcontractors and suppliers, and shall reflect retainage if provided for in the Contract Documents. § 9.3.1.1 This Section is intentionally left blank. § 9.3.1.2 Applications for Payment shall not include requests for payment for portions of the Work for which the Contractor does not intend to pay a Subcontractor or supplier, unless such Work has been performed by others whom the Contractor intends to pay. § 9.3.2 Unless otherwise provided in the Contract Documents, payments shall be made on account of materials and equipment delivered and suitably stored at the Site for subsequent incorporation in the Work. If approved in advance by the Owner, payment may similarly be made for materials and equipment suitably stored off the Site at a location agreed upon in writing. Payment for materials and equipment stored on or off the Site shall be conditioned upon compliance by the Contractor with procedures satisfactory to the Owner to establish the Owner's title to such materials and equipment or otherwise protect the Owner's interest, and shall include the costs of applicable insurance, storage, and transportation to the Site, for such materials and equipment stored off the Site. § 9.3.3 The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no later than the time of payment. The Contractor further warrants that upon submittal of an Application for AIA Document MW - 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA 30 Contract Documents" are registered trademarks and may not be used without permission. This draft was produced by AIA software at 18:44:22 ET on 11/04/2022 under Order No.2114305205 which expires on 03/27/2023, is not for resale, is licensed for one-time use only, and may only he used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (844121424) Payment all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall, to the best of the Contractor's knowledge, information, and belief, be free and clear of liens, claims, security interests, or encumbrances, in favor of the Contractor, Subcontractors, suppliers, or other persons or entities that provided labor, materials, and equipment relating to the Work. § 9.4 Certificates for Payment § 9.4.1 The Architect will, within seven days after receipt of the Contractor's Application for Payment, either (1) issue to the Owner a Certificate for Payment in the full amount of the Application for Payment, with a copy to the Contractor; or (2) issue to the Owner a Certificate for Payment for such amount as the Architect determines is properly due, and notify the Contractor and Owner of the Architect's reasons for withholding certification in part as provided in Section 9.5.1; or (3) withhold certification of the entire Application for Payment, and notify the Contractor and Owner of the Architect's reason for withholding certification in whole as provided in Section 9.5.1. § 9.4.2 The issuance of a Certificate for Payment will constitute a representation by the Architect to the Owner, based on the Architect's evaluation of the Work and the data in the Application for Payment, that, to the best of the Architect's knowledge, information, and belief, the Work has progressed to the point indicated, the quality of the Work is in accordance with the Contract Documents, and that the Contractor is entitled to payment in the amount certified. The foregoing representations are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to results of subsequent tests and inspections, to correction of minor deviations from the Contract Documents prior to completion, and to specific qualifications expressed by the Architect. However, the issuance of a Certificate for Payment will not be a representation that the Architect has made examination to ascertain how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. § 9.5 Decisions to Withhold Certification § 9.5.1 The Architect may withhold a Certificate for Payment in whole or in part, to the extent reasonably necessary to protect the Owner, if in the Architect's opinion the representations to the Owner required by Section 9.4.2 cannot be made. If the Architect is unable to certify payment in the amount of the Application, the Architect will notify the Contractor and Owner as provided in Section 9.4.1. If the Contractor and Architect cannot agree on a revised amount, the Architect will promptly issue a Certificate for Payment for the amount for which the Architect is able to make such representations to the Owner. The Architect may also withhold a Certificate for Payment or, because of subsequently discovered evidence, may nullify the whole or a part of a Certificate for Payment previously issued, to such extent as may be necessary in the Architect's opinion to protect the Owner from loss for which the Contractor is responsible, including loss resulting from acts and omissions described in Section 3.3.2, because of .1 defective Work not remedied; .2 third party claims filed or reasonable evidence indicating probable filing of such claims, unless security acceptable to the Owner is provided by the Contractor; .3 failure of the Contractor to make payments properly to Subcontractors or suppliers for labor, materials or equipment; .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. .8 failure to submit Subcontractor invoices and/or Subcontractor Applications for Payment for any sums owed to a Subcontractor which are included in the Construction Manager's Application for Payment. § 9.5.2 When either party disputes the Architect's decision regarding a Certificate for Payment under Section 9.5.1, in whole or in part, that party may submit a Claim in accordance with Article 15. § 9.5.3 When the reasons for withholding certification are removed, certification will be made for amounts previously withheld. § 9.5.4 If the Architect withholds certification for payment under Section 9.5.1.3, the Owner may, at its sole option, issue joint checks to the Contractor and to any Subcontractor or supplier to whom the Contractor failed to make payment for Work properly performed or material or equipment suitably delivered. If the Owner makes payments by AIA Document A201® - 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA 31 Contract Documents" are registered trademarks and may not be used without permission. This draft was produced by AIA software at 18:44:22 ET on 11/04/2022 under Order No.2114305205 which expires on 03/27/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (844121424) joint check, the Owner shall notify the Architect and the Contractor shall reflect such payment on its next Application for Payment. § 9.6 Progress Payments § 9.6.1 After the Architect has issued a Certificate for Payment, the Owner shall make payment in the manner and within the time provided in the Contract Documents, and shall so notify the Architect. § 9.6.2 The Contractor shall pay each Subcontractor, no later than seven days after receipt of payment from the Owner, the amount to which the Subcontractor is entitled, reflecting percentages actually retained from payments to the Contractor on account of the Subcontractor's portion of the Work. The Contractor shall, by appropriate agreement with each Subcontractor, require each Subcontractor to make payments to Sub -subcontractors in a similar manner. § 9.6.3 The Architect will, on request, furnish to a Subcontractor, if practicable, information regarding percentages of completion or amounts applied for by the Contractor and action taken thereon by the Architect and Owner on account of portions of the Work done by such Subcontractor. § 9.6.4 The Owner has the right to request written evidence from the Contractor that the Contractor has properly paid Subcontractors and suppliers amounts paid by the Owner to the Contractor for subcontracted Work. If the Contractor fails to furnish such evidence within seven days, the Owner shall have the right to contact Subcontractors and suppliers to ascertain whether they have been properly paid. Neither the Owner nor Architect shall have an obligation to pay, or to see to the payment of money to, a Subcontractor or supplier, except as may otherwise be required by law. § 9.6.5 The Contractor's payments to suppliers shall be treated in a manner similar to that provided in Sections 9.6.2, 9.6.3 and 9.6.4. § 9.6.6 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the Contract Documents. § 9.6.7 Owner's acceptance of non -conforming work shall not be implied, whether by occurrence of payment, passage of time, or for any other reason.§ 9.6.8 Provided the Owner has fulfilled its payment obligations under the Contract Documents, the Contractor shall defend and indemnify the Owner from all loss, liability, damage or expense, including reasonable attorney's fees and litigation expenses, arising out of any lien claim or other claim for payment by any Subcontractor or supplier of any tier. Upon receipt of notice of a lien claim or other claim for payment, the Owner shall notify the Contractor. If approved by the applicable court, when required, the Contractor may substitute a surety bond for the property against which the lien or other claim for payment has been asserted. § 9.7 Failure of Payment If the Owner does not pay the Contractor within sixty (60) days after the Contractor submits an Application for Payment to the Architect, the Contractor may file a claim in accordance with Article 15 of this Contract. The Contractor may not stop Work as a consequence of non-payment. In the event of any disagreement between the Contractor and Owner involving the Contractor's entitlement to payment, the Contractor's sole remedy is to file a Claim in accordance with Article 15. The Contractor must diligently proceed with the Work pending resolution of the Claim. If, however, the Architect has approved an Application for Payment for payment by the Owner, and the Owner fails to make payment within sixty (60) days of the Architect's approval, the Contractor may upon ten (10) days written notice to the Owner, stop work if payment is not made by the Owner within ten (10) days following the notice. § 9.8 Substantial Completion § 9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work for its intended use. § 9.8.2 When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall prepare and submit to the Architect a comprehensive list of items to be completed or corrected prior to final payment ("Punch List"). Failure to include an item on the Punch AIA Document MW - 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA 32 Contract Documents" are registered trademarks and may not be used without permission. This draft was produced by AIA software at 18:44:22 ET on 11/04/2022 under Order No.2114305205 which expires on 03/27/2023, is not for resale, is licensed for one-time use only, and may only he used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia. org. User Notes: (844121424) List does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents. The Contractor shall proceed promptly to complete and correct items on the list. § 9.8.3 Upon receipt of the Contractor's Punch List, the Architect will make an inspection to determine whether the Work or designated portion thereof is substantially complete. If the Architect's inspection discloses any item, whether or not included on the Contractor's Punch List, which is not sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Architect. In such case, the Contractor shall then submit a request for another inspection by the Architect to determine Substantial Completion. § 9.8.4 When the Work or designated portion thereof is substantially complete, the Architect will prepare a Certificate of Substantial Completion that shall establish the date of Substantial Completion; establish responsibilities of the Owner and Contractor for security, maintenance, heat, utilities, damage to the Work and insurance; and fix the time within which the Contractor shall finish all items on the list accompanying the Certificate. Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. § 9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written acceptance of responsibilities assigned to them in the Certificate. Upon Substantial Completion of the Work or designated portion thereof and upon application by the Contractor and certification by the Architect, the Owner shall make payment, reflecting adjustment in retainage, if any, for such Work or portion thereof as provided in the Contract Documents. § 9.9 Partial Occupancy or Use § 9.9.1 The Owner shall, without prejudice to the rights of either party, have the right to use and occupy the Work or such substantially completed portions of the Project as may be necessary or desirable to the Owner even though the time for completing the Work or such portions of the Work may not yet have expired. Such partial occupancy or use may commence whether or not the portion is substantially complete, provided the Owner and Contractor have accepted in writing the responsibilities assigned to each of them for payments, retainage, if any, or reduction in liquidated damages, if appropriate, security, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in writing concerning the period for correction of the Work and commencement of warranties required by the Contract Documents. When the Contractor considers a portion substantially complete, the Contractor shall prepare and submit a list to the Architect as provided under Section 9.8.2. Consent of the Contractor to partial occupancy or use shall not be unreasonably withheld. The stage of the progress of the Work shall be determined by written agreement between the Owner and Contractor or, if no agreement is reached, by decision of the Architect. If the prior use or occupancy of the Work delays the completion of the Work by the Contractor, the Contractor shall be entitled to an appropriate extension of time made and supported in accordance with Section 8.3. § 9.9.2 Immediately prior to such partial occupancy or use, the Owner, Contractor, and Architect shall jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. § 9.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Contract Documents. § 9.10 Final Completion and Final Payment § 9.10.1 Upon receipt of the Contractor's notice that it has completed or corrected all items on the final Punch List and considers the Work is completed and ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect will promptly make such inspection. When the Architect finds the Work acceptable under the Contract Documents and the Contract fully performed, the Architect will promptly issue a final Certificate for Payment stating that to the best of the Architect's knowledge, information and belief, and on the basis of the Architect's on -site visits and inspections, the Work has been completed in accordance with the Contract Documents and that the entire balance found to be due the Contractor and noted in the final Certificate is due and payable. The Architect's final Certificate for Payment will constitute a further representation that conditions listed in Section 9.10.2 as precedent to the Contractor's being entitled to final payment have been fulfilled. AIA Document A201® - 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA 33 Contract Documents" are registered trademarks and may not be used without permission. This draft was produced by AIA software at 18:44:22 ET on 11/04/2022 under Order No.2114305205 which expires on 03/27/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (844121424) § 9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to the Architect (1) an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the Owner or the Owner's property might be responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied, (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect, (3) a written statement that the Contractor knows of no reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4) consent of surety, if any, to final payment, (5) documentation of any special warranties, such as manufacturers' warranties or specific Subcontractor warranties, and (6) if required by the Owner, other data establishing payment or satisfaction of obligations, such as receipts and releases and waivers of liens, claims, security interests, or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the Owner. If a Subcontractor refuses to furnish a release or waiver required by the Owner, the Contractor may furnish a bond satisfactory to the Owner to indemnify the Owner against such lien, claim, security interest, or encumbrance. If a lien, claim, security interest, or encumbrance remains unsatisfied after payments are made, the Contractor shall refund to the Owner all money that the Owner may be compelled to pay in discharging the lien, claim, security interest, or encumbrance, including all costs and reasonable attorneys' fees. § 9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by issuance of Change Orders affecting final completion, and the Architect so confirms, the Owner shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed, corrected, and accepted. If the remaining balance for Work not fully completed or corrected is less than retainage stipulated in the Contract Documents, and if bonds have been furnished, the written consent of the surety to payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Contractor to the Architect prior to certification of such payment. Such payment shall be made under terms and conditions governing final payment, except that it shall not constitute a waiver of Claims. § 9.10.4 This Section is intentionally left blank. § 9.10.5 Acceptance of final payment by the Contractor, a Subcontractor, or a supplier, shall constitute a waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled at the time of final Application for Payment. ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY § 10.1 Safety Precautions and Programs The Contractor shall be responsible for initiating, maintaining, and supervising all safety precautions and programs in connection with the performance of the Contract. § 10.2 Safety of Persons and Property § 10.2.1 The Contractor shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury, or loss to .1 employees on the Work and other persons who may be affected thereby; .2 the Work and materials and equipment to be incorporated therein, whether in storage on or off the Site, under care, custody, or control of the Contractor, a Subcontractor, or a Sub -subcontractor; .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; and .4 construction or operations by the Owner or other contractors. § 10.2.2 The Contractor shall comply with, and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities, bearing on safety of persons or property or their protection from damage, injury, or loss. § 10.2.3 The Contractor shall implement, erect, and maintain, as required by existing conditions and performance of the Contract, reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards; promulgating safety regulations; and notifying the owners and users of adjacent sites and utilities of the safeguards. AIA Document A201® - 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA 34 Contract Documents" are registered trademarks and may not be used without permission. This draft was produced by AIA software at 18:44:22 ET on 11/04/2022 under Order No.2114305205 which expires on 03/27/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia. org. User Notes: (844121424) § 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 and the Owner has consented to such use in writing, the Contractor shall exercise utmost care and carry on such activities under supervision of properly qualified personnel. § 10.2.5 The Contractor shall promptly remedy damage and loss (other than damage or loss insured under property insurance required by the Contract Documents) to property referred to in Sections 10.2.1.2 and 10.2.1.3 caused in whole or in part by the Contractor, a Subcontractor, a Sub -subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Contractor is responsible under Sections 10.2.1.2 and 10.2.1.3. The Contractor may make a Claim for the cost to remedy the damage or loss to the extent such damage or loss is attributable to acts or omissions of the Owner or Architect or anyone directly or indirectly employed by either of them, or by anyone for whose acts either of them may be liable, and not attributable to the fault or negligence of the Contractor. The foregoing obligations of the Contractor are in addition to the Contractor's obligations under Section 3.18. § 10.2.6 The Contractor shall designate a responsible member of the Contractor's organization at the Site whose duty shall be the prevention of accidents. This person shall be the Contractor's superintendent unless otherwise designated by the Contractor in writing to the Owner and Architect. § 10.2.7 The Contractor shall not permit any part of the construction or Site to be loaded so as to cause damage or create an unsafe condition. § 10.2.8 Injury or Damage to Person or Property If either party suffers injury or damage to person or property because of an act or omission of the other party, or of others for whose acts such party is legally responsible, notice of the injury or damage, whether or not insured, shall be given to the other party within a reasonable time not exceeding seven (7) days after discovery. The notice shall provide sufficient detail to enable the other party to investigate the matter. § 10.2.9 Trench Safety § 10.2.9.1 If the Work will involve the digging or use of a trench as defined by Chapter 756 of the Texas Health and Safety Code, the Contractor shall abide by the latest version of the Occupational Safety and Health Administration standards for trench safety in effect at the time of the commencement of the Work. The Contractor shall be responsible for selecting an appropriate method of providing trench safety after due consideration of the conditions of the Work, the location of utilities, pavement conditions and other relevant factors. Slope -back methods that may result in unnecessary displacement of utilities or destruction of pavement may not be used without permission from the Owner. The Contractor shall be responsible for providing to the Owner and Architect an acceptable trench safety plan signed and sealed by a professional engineer qualified to do such work and registered to practice in Texas. Devices used to provide trench safety such as trench shields and shoring systems shall likewise be certified by a professional engineer registered in the State of Texas or by a professional engineer registered in the state of manufacture of the shield. § 10.3 Hazardous Materials and Substances § 10.3.1 The Contractor is responsible for compliance with any requirements included in the Contract Documents regarding hazardous materials or substances. If the Contractor encounters a hazardous material or substance not addressed in the Contract Documents and if reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance which has not been rendered harmless or otherwise brought into conformance with applicable law, including but not limited to asbestos or polychlorinated biphenyl (PCB), encountered on the Site by the Contractor, the Contractor shall, upon recognizing the condition, immediately stop Work in the affected area and notify the Owner and Architect of the condition. § 10.3.2 Upon receipt of the Contractor's notice, the Owner shall obtain the services of a licensed laboratory to verify the presence or absence of the material or substance reported by the Contractor and, in the event such material or substance is found to be present, to cause it to be rendered harmless. Unless otherwise required by the Contract Documents, the Owner shall furnish in writing to the Contractor and Architect the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of the material or substance or who are to perform the task of removal or safe containment of the material or substance. The Contractor and the Architect will promptly reply to the Owner in writing stating whether or not either has reasonable objection to the persons or AIA Document A201® - 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA 35 Contract Documents" are registered trademarks and may not be used without permission. This draft was produced by AIA software at 18:44:22 ET on 11/04/2022 under Order No.2114305205 which expires on 03/27/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (844121424) entities proposed by the Owner. If either the Contractor or Architect has an objection to a person or entity proposed by the Owner, the Owner shall propose another to whom the Contractor and the Architect have no reasonable objection. When the material or substance has been rendered harmless or otherwise brought into conformance with applicable law, Work in the affected area shall resume upon written agreement of the Owner and Contractor. By Change Order, the Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Contractor's reasonable additional costs of shutdown, delay, and start-up. § 10.3.3 To the fullest extent permitted by law, the Owner shall indemnify and hold harmless the Contractor, from and against claims, damages, losses, and expenses, including but not limited to attorneys' fees, arising out of or resulting from performance of the Work in the affected area if in fact the material or substance presents the risk of bodily injury or death as described in Section 10.3.1 and has not been rendered harmless or otherwise brought into conformance with applicable law, 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 including loss of use resulting therefrom, but only to the extent caused in whole or in part by negligent acts or omissions of the Owner, anyone directly or indirectly employed by the Owner or anyone for whose acts the Owner may be liable. § 10.3.4 The Owner shall not be responsible under this Section 10.3 for hazardous materials or substances the Contractor brings to the Site unless such materials or substances are required by the Contract Documents. The Owner shall be responsible for hazardous materials or substances required by the Contract Documents, except to the extent of the Contractor's fault or negligence in the use and handling of such materials or substances. § 10.3.5 The Contractor shall reimburse the Owner for the cost and expense the Owner incurs (1) for remediation of hazardous materials or substances the Contractor brings to the, or (2) where the Contractor fails to perform its obligations under Section 10.3.1, except to the extent that the cost and expense are due to the Owner's fault or negligence. § 10.3.6 If, without negligence on the part of the Contractor, the Contractor is held liable by a government agency for the cost of remediation of a hazardous material or substance solely by reason of performing Work as required by the Contract Documents, the Owner shall reimburse the Contractor for all cost and expense thereby incurred. § 10.4 Emergencies In an emergency affecting safety of persons or property, the Contractor must take all necessary action, without the necessity for any special instruction or authorization from the Owner or Architect, to prevent threatened damage, injury or loss. The Contractor must promptly, but in all events within twenty-four (24) hours of the emergency, report such action in writing to the Owner and Architect. If the Contractor incurs additional costs on account of or is delayed by such emergency, the Contractor may request a change in the Contract Sum or Contract Time to account for such additional costs or delay in accord with Articles 7, 8 and 15. The Contractor must file any such request within ten (10) days of the emergency or it is deemed waived. Any adjustment in the Contract Sum or Contract Time shall be limited to the extent that the emergency work is not attributable to the fault or neglect of the Contractor or otherwise the responsibility of the Contractor under the Contract Documents. ARTICLE 11 INSURANCE AND BONDS § 11.1 Contractor's Insurance and Bonds § 11.1.1 The Contractor shall purchase and maintain insurance of the types and limits of liability, containing the endorsements, and subject to the terms and conditions, as described in the Agreement or elsewhere in the Contract Documents. The Contractor shall purchase and maintain the required insurance from an insurance company or insurance companies lawfully authorized to issue insurance in the State of Texas. The Owner, Architect, and Architect's consultants shall be named as additional insureds under the Contractor's commercial general liability policy or as otherwise described in the Contract Documents. § 11.1.2.1 The Contractor shall provide surety bonds of the types, for such penal sums, and subject to such terms and conditions as required by the Contract Documents. The Contractor shall purchase and maintain the required bonds from a company or companies acceptable to Owner and lawfully authorized to issue surety bonds in State of Texas. § 11.1.2.2 Surety Bonds § 11.1.2.2.1 Surety Bonds are required on all Owner contracts in excess of $25,000. Contractor agrees, on the execution of the contract to make, execute and deliver to said City of Fort Worth good and sufficient surety bonds AIA Document A2W - 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA 3 6 Contract Documents" are registered trademarks and may not be used without permission. This draft was produced by AIA software at 18:44:22 ET on 11/04/2022 under Order No.2114305205 which expires on 03/27/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (844121424) for the faithful performance of the terms and stipulations of the Contract and for the payment to all claimants for labor and/or materials furnished in the prosecution of the work, such bonds being as provided and required in Chapter 2253, Texas Government Code. § 11.1.2.2.2 Bonds shall be made on the forms furnished by or otherwise acceptable to the Owner. Both the Contractor and the Surety Company shall properly execute each bond. § 11.1.2.2.3 If the total contract price is $25,000 or less, payment to the contractor shall be made in one lump sum. Payment shall not be made for a period of 45 calendar days from the date the work has been completed and accepted by the Owner. If the contract amount is in excess of $25,000, the Contractor shall provide a statutory payment bond in the amount of the contract. If the contract amount is in excess of $100,000, the Contractor shall provide a statutory Performance Bond in the amount of the contract. § 11.1.2.2.4 A Surety is acceptable to the Owner if it (1) holds a certificate of authority from the United States Secretary of the Treasury to qualify as a surety on obligations permitted or required under federal law; or (2) have obtained reinsurance for any liability in excess of $100,000 from a reinsurer that is authorized and admitted as a reinsurer in the State of Texas and that holds a certificate of authority from the United States Secretary of the Treasury to qualify as a surety on obligations permitted or required under federal law. The Contractor shall provide the Owner satisfactory proof of the reinsurance upon request. The Owner, in its sole discretion, will determine the adequacy of the proof required herein. § 11.1.2.2.5 The Owner will not accept a surety that is in default or delinquent on any bonds or which is an interested party to any litigation against the Owner. Should the surety on the contract be determined insolvent or otherwise declared by the federal government or the State of Texas as being ineligible to issue new bonds, or is deemed unsatisfactory at any time by the Owner, notice will be given to the Contractor to that effect and the Contractor shall immediately provide a new surety satisfactory to the Owner. The Contractor shall be reimbursed for any justified and documented additional expenses incurred as a result of the Owner's direction to provide an alternate surety. § 11.1.2.2.6 Notice to proceed Until the Contractor provides the payment and performance bonds are sent to the city and verified no Notice to Proceed will be issued. § 11.1.3 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising under the Contract, the Contractor shall promptly furnish a copy of the bonds or shall authorize a copy to be furnished. § 11.1.4 Notice of Cancellation or Expiration of Contractor's Required Insurance. Within three (3) business days of the date the Contractor becomes aware of an impending or actual cancellation or expiration of any insurance required by the Contract Documents, the Contractor shall provide notice to the Owner of such impending or actual cancellation or expiration. Upon receipt of notice from the Contractor, the Owner shall, unless the lapse in coverage arises from an act or omission of the Owner, have the right to stop the Work until the lapse in coverage has been cured by the procurement of replacement coverage by the Contractor. The furnishing of notice by the Contractor shall not relieve the Contractor of any contractual obligation to provide any required coverage. This requirement is in addition to any endorsements requiring the insurer to provide the Owner with advance notice of cancellation described elsewhere in the Contract Documents. § 11.2 Owner's Insurance § 11.2.1 The Owner may purchase and maintain other such insurance for self-protection against claims which may arise from operations under the Contract as the Owner may consider necessary and prudent. The Contractor shall not be responsible for purchasing and maintaining this optional Owner's liability insurance unless specifically required by the Contract Documents § 11.2.2 This Section is intentionally left blank. § 11.2. This Section is intentionally left blank. § 11.3 Waivers of Subrogation § 11.3.1 The Owner and Contractor waive all rights against (1) each other and any of their subcontractors, sub - subcontractors, agents, and employees, each of the other; (2) the Architect and Architect's consultants; and (3) AIA Document A201® - 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA 3,' Contract Documents" are registered trademarks and may not be used without permission. This draft was produced by AIA software at 18:44:22 ET on 11/04/2022 under Order No.2114305205 which expires on 03/27/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia. org. User Notes: (844121424) Separate Contractors, if any, and any of their subcontractors, sub -subcontractors, agents, and employees, for damages caused by fire, or other causes of loss, to the extent those losses are covered by property insurance applicable to the Project, except such rights as they have to proceeds of such insurance. The Owner or Contractor, as appropriate, shall require similar written waivers in favor of the individuals and entities identified above from the Architect, Architect's consultants, Separate Contractors, subcontractors, and sub -subcontractors. The policies of insurance purchased and maintained by each person or entity agreeing to waive claims pursuant to this section 11.3.1 shall not prohibit this waiver of subrogation. This waiver of subrogation shall be effective as to a person or entity (1) even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise, (2) even though that person or entity did not pay the insurance premium directly or indirectly, or (3) whether or not the person or entity had an insurable interest in the damaged property. § 11.3.2 If during the Project construction period the Owner insures properties, real or personal or both, at or adjacent to the Site by property insurance under policies separate from those insuring the Project, or if after final payment property insurance is to be provided on the completed Project through a policy or policies other than those insuring the Project during the construction period, to the extent permissible by such policies, the Owner waives all rights in accordance with the terms of Section 11.3.1 for damages caused by fire or other causes of loss covered by this separate property insurance. § 11.4 This Section is intentionally left blank. § 11.5 Adjustment and Settlement of Insured Loss § 11.5.1 A loss insured under the property insurance required by the Agreement shall be adjusted by the Owner and made payable to the Owner, subject to requirements of any applicable mortgagee clause and of Section 11.5.2. The Owner shall pay the Architect and Contractor their just shares of insurance proceeds received by the Owner, and by appropriate agreements the Architect and Contractor shall make payments to their consultants and Subcontractors in similar manner. § 11.5.2 Prior to settlement of an insured loss, the Owner shall notify the Contractor of the terms of the proposed settlement as well as the proposed allocation of the insurance proceeds. The Contractor shall have 14 days from receipt of notice to object to the proposed settlement or allocation of the proceeds. If the Contractor does not object, the Owner shall settle the loss and the Contractor shall be bound by the settlement and allocation. Upon receipt, the Owner shall deposit the insurance proceeds in a separate account and make the appropriate distributions. Thereafter, if no other agreement is made or the Owner does not terminate the Contract for convenience, the Owner and Contractor shall execute a Change Order for reconstruction of the damaged or destroyed Work in the amount allocated for that purpose. If the Contractor timely objects to either the terms of the proposed settlement or the allocation of the proceeds, the Owner may proceed to settle the insured loss, and any dispute between the Owner and Contractor arising out of the settlement or allocation of the proceeds shall be resolved pursuant to Article 15. Pending resolution of any dispute, the Owner may issue a Construction Change Directive for the reconstruction of the damaged or destroyed Work. ARTICLE 12 UNCOVERING AND CORRECTION OF WORK § 12.1 Uncovering of Work § 12.1.1 If a portion of the Work is covered contrary to the Architect's request or to requirements specifically expressed in the Contract Documents, it must, if requested in writing by the Architect, upon written authorization from the Owner, 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, upon written authorization from the Owner, to see such Work and it shall be uncovered by the Contractor. If such Work is in accordance with the Contract Documents, the Contractor shall be entitled to an equitable adjustment to the Contract Sum and Contract Time as may be appropriate. If such Work is not in accordance with the Contract Documents, the costs of uncovering the Work, and the cost of correction, shall be at the Contractor's expense. AIA Document A201® - 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA 38 Contract Documents" are registered trademarks and may not be used without permission. This draft was produced by AIA software at 18:44:22 ET on 11/04/2022 under Order No.2114305205 which expires on 03/27/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (844121424) § 12.2 Correction of Work § 12.2.1 Before Substantial Completion The Contractor shall promptly correct Work rejected by the Architect or failing to conform to the requirements of the Contract Documents, discovered before Substantial Completion and whether or not fabricated, installed or completed. Costs of correcting such rejected Work, including additional testing and inspections, the cost of uncovering and replacement, and compensation for the Architect's services and expenses made necessary thereby, shall be at the Contractor's expense. § 12.2.2 After Substantial Completion § 12.2.2.1 If, within one year after the date of Substantial Completion of the Work or designated portion thereof or after the date for commencement of warranties established under Section 9.9.1, or by terms of any applicable special warranty required by the Contract Documents, any of the Work is found to be not in accordance with the requirements of the Contract Documents, the Contractor shall correct it promptly after receipt of notice from the Owner to do so, unless the Owner has previously given the Contractor a written acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition. If the Contractor fails to correct nonconforming Work within a reasonable time during that period after receipt of notice from the Owner or Architect, the Owner may correct it in accordance with Section 2.5. § 12.2.2.2 The one-year period for correction of Work shall be extended with respect to portions of Work first performed after Substantial Completion by the period of time between Substantial Completion and the actual completion of that portion of the Work. § 12.2.2.3 The one-year period for correction of Work shall not be extended by corrective Work performed by the Contractor pursuant to this Section 12.2. § 12.2.3 The Contractor shall remove from the Site portions of the Work that are not in accordance with the requirements of the Contract Documents and are neither corrected by the Contractor nor accepted by the Owner. § 12.2.4 The Contractor shall bear the cost of correcting destroyed or damaged construction of the Owner or Separate Contractors, whether completed or partially completed, caused by the Contractor's correction or removal of Work that is not in accordance with the requirements of the Contract Documents. § 12.2.5 Nothing contained in this Section 12.2 shall be construed to establish a period of limitation with respect to other obligations the Contractor has under the Contract Documents. Establishment of the one-year period for correction of Work as described in Section 12.2.2 relates only to the specific obligation of the Contractor to correct the Work, and has no relationship to the time within which the obligation to comply with the Contract Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Contractor's liability with respect to the Contractor's obligations other than specifically to correct the Work. § 12.2.6 If the Contractor fails to correct nonconforming Work within a reasonable time, the Owner may correct it in accordance with Paragraph 2.5. If the Contractor does not proceed with the correction of such nonconforming Work within a reasonable time fixed by written notice from the Architect, the Owner may remove it and store the salvable materials or equipment at the Contractor's expense. If the Contractor does not pay costs of such removal and storage within ten days after written notice, the Owner may upon ten additional days' written notice sell such materials and equipment at auction or at private sale and shall account for the proceeds thereof, after deducting costs and damages that should have been borne by the Contractor, including compensation for the Architect's services and expenses made necessary thereby. If such proceeds of sale do not cover costs which the Contractor should have borne, the Contract Sum shall be reduced by the deficiency. If payments then or thereafter due the Contractor are not sufficient to cover such amount, the Contractor shall pay the difference to the Owner. § 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. AIA Document A201® - 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA 3 9 Contract Documents" are registered trademarks and may not be used without permission. This draft was produced by AIA software at 18:44:22 ET on 11/04/2022 under Order No.2114305205 which expires on 03/27/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (844121424) ARTICLE 13 MISCELLANEOUS PROVISIONS § 13.1 Governing Law The Contract shall be governed by the law of the State of Texas. § 13.2 Successors and Assigns § 13.2.1 The Owner and Contractor respectively bind themselves, their partners, successors, assigns, and legal representatives to covenants, agreements, and obligations contained in the Contract Documents. Neither party to the Contract shall assign the Contract as a whole without written consent of the other. If either party attempts to make an assignment without such consent, that party shall nevertheless remain legally responsible for all obligations under the Contract. § 13.3 Rights and Remedies § 13.3.1 Duties and obligations imposed by the Contract Documents and rights and remedies available thereunder shall be in addition to and not a limitation of duties, obligations, rights, and remedies otherwise imposed or available by law. § 13.3.2 No action or failure to act by the Owner, Architect, or Contractor shall constitute a waiver of a right or duty afforded them under the Contract, nor shall such action or failure to act constitute approval of or acquiescence in a breach thereunder, except as may be specifically agreed upon in writing. § 13.4 Tests and Inspections § 13.4.1 Tests, inspections, and approvals of portions of the Work shall be made as required by the Contract Documents and by applicable laws, statutes, ordinances, codes, rules, and regulations or lawful orders of public authorities. Unless otherwise provided, the Owner shall make arrangements for such tests, inspections, and approvals with an independent testing laboratory or entity, or with the appropriate public authority, and shall bear all related costs of tests, inspections, and approvals. The Contractor must schedule all tests, inspections or specific approvals required by law or the Contract Documents so as to avoid any delay in the Work. 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. § 13.4.2 If the Architect, Owner, or public authorities having jurisdiction determine that portions of the Work require additional testing, inspection, or approval not included under Section 13.4.1, the Architect will, upon written authorization from the Owner, instruct the Contractor to make arrangements for such additional testing, inspection, or approval, by an entity acceptable to the Owner, and the Contractor shall give timely notice to the Owner or the Architect of when and where tests and inspections are to be made so that the Owner or the Architect may be present for such procedures. Such costs shall be at the Owner's expense. § 13.4.3 If procedures for testing, inspection, or approval under Sections 13.4.1 and 13.4.2 reveal failure of the portions of the Work to comply with requirements established by the Contract Documents, all costs made necessary by such failure, including those of repeated procedures and compensation for the Architect's services and expenses, shall be at the Contractor's expense. § 13.4.4 Required certificates of testing, inspection, or approval shall, unless otherwise required by the Contract Documents, be secured by the Contractor and promptly delivered to the Architect, who will review them and forward a copy to the Owner. § 13.4.5 If the Owner or the Architect is to observe tests, inspections, or approvals required by the Contract Documents, they will do so promptly and, where practicable, at the normal place of testing. § 13.4.6 Tests or inspections conducted pursuant to the Contract Documents shall be made promptly to avoid unreasonable delay in the Work. § 13.4.7 In addition to the tests required by this Section 13.5, the Owner may at any time arrange for other tests, inspections and specific approvals to be performed by others selected by the Owner, at the Owner's expense. The Contractor must cooperate with the Owner and provide access to the Work for such tests, inspections and approvals. AIA Document A201® - 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA 4 O Contract Documents" are registered trademarks and may not be used without permission. This draft was produced by AIA software at 18:44:22 ET on 11/04/2022 under Order No.2114305205 which expires on 03/27/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (844121424) § 13.4.8 Neither the observations of the Architect or the Owner in their administration of the Construction Contract, nor inspections, tests or approvals by persons other than the Contractor shall relieve the Contractor from their obligations to perform the Work in accordance with the Contract Documents. § 13.5 Interest Payments due and unpaid under the Contract Documents shall bear interest, if at all, in accordance with Chapter 2251 of the Texas Government Code. § 13.6 Prohibition on Contracts with Certain Companies Contractor and the person or persons executing this Agreement on behalf of Contractor, or representing themselves as executing this Agreement on behalf of Contractor (collectively, the "Signing Entities"), hereby acknowledge that (a) the Signing Entities do not engage in business with Iran, Sudan or any foreign terrorist organization and (b) the Signing Entities are not named on a list prepared and maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201, Texas Government Code, and posted on any of the following pages of such officer's internet website: httDs://comptroller.texas.2ov/Durchasins/docs/sudan-list.Ddf. htt )s:Hcomt)troller.texas.2ov/purchasing/docs/iran-list.odf, or httr)s:Hcomvtroller.texas.2ov/purchasin2/docs/fto-list.t)df § 13.7 Verification Contractor Does Not Boycott Israel Pursuant to Section 2271.002, Texas Government Code, to the extent this Agreement is a contract for goods or services, if Contractor has ten (10) or more full-time employees and this Agreement is for goods and services valued at or above One Hundred Thousand Dollars ($100,000) and is to be paid wholly or partially by public funds, then Contractor hereby represents that it does not boycott Israel and will not boycott Israel during the term of this Agreement. § 13.8 No Waiver of Immunity or Defense. To the extent not otherwise covered in this Agreement, the Owner retains its governmental and sovereign immunities and its limitations of liability. The Parties agree that the Owner is entering into this Agreement in its governmental capacity and the subject and nature of this Agreement are governmental rather than proprietary. § 13.9 Non -Collusion. Contractor represents and warrants that Contractor has not given, made, promised or paid, nor offered to give, make, promise or pay any gift, bonus, commission, money or other consideration to any person as an inducement to or in order to obtain the work to be provided to the Owner under this Agreement. Contractor further agrees that Contractor shall not accept any gift, bonus, commission, money, or other consideration from any person (other than from the Owner under this Agreement) for any of the services performed by Contractor under or related to this Agreement. If any such gift, bonus, commission, money, or other consideration is received by or offered to Contractor, Contractor shall immediately report that fact to the Owner and, at the sole option of the Owner, the Owner may elect to accept the consideration for itself or to take the value of such consideration as a credit against the compensation otherwise owing to Contractor under this Agreement. § 13.10 Severability. If any term or provision of this Agreement is held to be illegal, invalid or unenforceable, the legality, validity or enforceability of the remaining terms or provisions of this Agreement shall not be affected thereby, and in lieu of each such illegal, invalid or unenforceable term or provision, there shall be added automatically to this Agreement a legal, valid or enforceable term or provision as similar as possible to the term or provision declared illegal, invalid or unenforceable. Provided, however, that if the illegality, invalidity or unenforceability of any term or terms renders the basic purposes of this Agreement illegal, invalid or unenforceable or otherwise materially and adversely affects the utility or financial parameters of this Contract, then either Contractor or Owner may, upon written notice to the other, terminate this Agreement and the parties agree to enter into good faith negotiations to replace this Agreement with a contract as similar to the terms and conditions of this Agreement as legally permissible. § 13.11 Verification Contractor Does Not Discriminate Against Firearm Entities or Firearm Trade Associations. Pursuant to Section 2274.002, Texas Government Code, if Contractor has ten (10) or more full-time employees and this Agreement is for goods and services valued at or above One Hundred Thousand Dollars ($100,000) and is to be paid wholly or partially by public funds, then Contractor hereby represents that it does not boycott firearm entities or firearm trade associations and will not boycott said firearm entities and trade associations during the term of this Agreement. AIA Document A201® - 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA 4 1 Contract Documents" are registered trademarks and may not be used without permission. This draft was produced by AIA software at 18:44:22 ET on 11/04/2022 under Order No.2114305205 which expires on 03/27/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (844121424) § 13.12 Verification Contractor Does Not Boycott Certain Energy Companies. Pursuant to Section 2276.002, Texas Government Code, if Contractor has ten (10) or more full-time employees and this Agreement is for goods and services valued at or above One Hundred Thousand Dollars ($100,000) and is to be paid wholly or partially by public funds, then Contractor hereby represents that it does not boycott those energy companies identified in Section 809.001 of the Texas Government Code and will not boycott said energy companies during the term of this Agreement. § 13.13 Certificate Regarding Foreign Ownership of Companies Involved in Critical Infrastructure Projects. By executing the Agreement, the Contractor certifies that it is not owned by nor is the majority of the Contractor's stock or other ownership interest held or controlled by the government or citizens of the following countries: China, Iran, North Korea, Russia, and any other country designated by the Governor of Texas as a threat to critical infrastructure under Section 113.03 of the Texas Business & Commerce Code (the "Prohibited Countries"). Contractor further certifies that it is not owned, held, or controlled by any company or governmental entity controlled by or headquartered in the Prohibited Countries. The foregoing prohibitions apply regardless of whether the Contractor's securities are publicly traded or whether the Contractor is listed on a public stock exchange. § 13.14 Open Records Contracting Information. If this Agreement is executed on or after January 1, 2020, and is a Contract within the scope of Section 552.371 of the Texas Government Code, then the following shall apply: The requirements of Subchapter J, Chapter 5523, Texas Government Code, may apply to this Contract and Contractor agrees that this Agreement may be terminated if the Contractor knowingly or intentionally fails to comply with a requirement of that Subchapter; and .2 without limiting the foregoing, Contractor agrees to comply with the requirements of Section 552.372, Texas Government Code, including Section 552.372(a)(3)(B) of the Texas Government Code. § 13.15 Texas Public Information Act Acknowledgement. Notwithstanding any other provision of this Agreement, the Parties acknowledge that the Owner is required to comply with the Texas Public Information Act ("TPIA") (Tex. Gov't Code §§ 552.001, et seq.) when responding to records requests made under the TPIA. Pursuant to the requirements of the TPIA, if the Owner receives a request for information which the Contractor has marked or identified as being confidential, trade secret, commercial, financial or proprietary information, Owner will respond to the request in accordance with the procedures set forth in the TPIA. Specifically, Owner will notify the Contractor of its receipt of the request. The Parties acknowledge that the TPIA requires a brief to be submitted to the Texas Attorney General explaining why the claimed exceptions apply to the information in issue. Owner shall not be obligated to submit the brief supporting those claimed exceptions. The Contractor shall be solely responsible for submitting the brief and the documents in issue to the Attorney General. Nothing in this agreement shall require Owner to institute or participate in any litigation relating to an opens records request for information that the Contractor considers to be confidential. § 13.16 Corporate Protection. Both Parties to this Agreement are corporate bodies and in the event of a dispute between the Parties in connection with the Project and/or this Agreement, each of the Parties agrees that any claim, action, suit, or demand relating to the Project or this Agreement shall be made only against the opposite Party, and not against any individual officers or employees of the opposite Party. This corporate protection shall not apply to actions for which the corporate protections from individual liability would be disregarded under Tex. Bus. Orgs. Code § 21.223(b), nor shall it apply to any claims to which the exceptions in Tex. Bus. Orgs. Code § 21.225 apply. ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT § 14.1 Termination by the Contractor § 14.1.1 The Contractor may terminate the Contract if the Work is stopped for a period of 30 consecutive days through no act or fault of the Contractor, a Subcontractor, a Sub -subcontractor, their agents or employees, or any other persons or entities performing portions of the Work, for any of the following reasons: .1 Issuance of an order of a court or other public; or .2 An act of government, such as a declaration of national emergency, making labor or materials unavailable. AIA Document A201® - 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA 42 Contract Documents" are registered trademarks and may not be used without permission. This draft was produced by AIA software at 18:44:22 ET on 11/04/2022 under Order No.2114305205 which expires on 03/27/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (844121424) § 14.1.2 This Section is intentionally left blank. § 14.1.3 This Section is intentionally left blank. § 14.1.4 This Section is intentionally left blank. § 14.2 Termination by the Owner for Cause § 14.2.1 The Owner may terminate the Contract for cause if the Contractor: .1 Fails to supply adequate properly skilled workers or proper materials; .2 Fails to make payment to Subcontractors or Suppliers for materials or labor in accordance with the respective agreements between the Contractor and the Subcontractors or Suppliers; .3 Fails to comply with any laws, ordinances, or rules, regulations or orders of a public authority having jurisdiction, including, without limitation, the Owner; .4 Fails to perform the Work in accordance with the Contract Documents or otherwise breaches any provision of the Contract Documents; .5 Anticipatorily breaches or repudiates the Contract; .6 Fails to make satisfactory progress in the prosecution of the Work required by the Contract; or .7 Endangers the performance of this Contract. § 14.2.2 The Owner may terminate the Contract, in whole or in part, whenever the Owner determines that sufficient grounds for termination exist as provided in Subsection 14.2.1. The Owner will provide the Contractor with a written notice to cure the default. If the default is not cured, the termination for default is effective on the date specified in the Owner's written notice. However, if the Owner determines that default contributes to the curtailment of an essential service or poses an immediate threat to life, health, or property, the Owner may terminate the Contract immediately upon issuing oral or written notice to the Contractor without any prior notice or opportunity to cure. In addition to any other remedies provided by law or the Contract, the Contractor must compensate the Owner for additional costs that foreseeably would be incurred by the Owner, whether the costs are actually incurred or not, to obtain substitute performance. A termination for default shall be considered a termination for convenience if the termination for default is later found to be without justification. § 14.2.3 Upon receipt of written notice from the Owner of termination, the Contractor must: .1 cease operations as directed by the Owner in the notice and, if required by the Owner and County, participate in an inspection of the Work with the Owner, County and the Architect to record the extent of completion thereof, to identify the Work remaining to be completed or corrected, and to determine what temporary facilities, tools, equipment and construction machinery are to remain at the Site pending completion of the Work; .2 complete or correct the items directed by the Owner, and take actions necessary, or that the Owner may direct, for the protection and preservation of any stored materials and equipment and completed Work; .3 unless otherwise directed by the Owner, remove its tools, equipment and construction machinery from the Site, and .4 except as directed by the Owner, terminate all existing subcontracts and purchase orders and enter into no further subcontracts or purchase orders. § 14.2.4 Following written notice from the Owner of termination, the Owner may: .1 take possession of the Site and of all materials and equipment thereon, and at the Owner's option, such temporary facilities, tools, construction equipment and machinery thereon owned or rented by the Contractor that the Owner elects to utilize in completing the Work; .2 accept assignment of subcontracts and purchase orders, and .3 complete the Work by whatever reasonable method the Owner may deem expedient. § 14.2.5 Upon termination for cause, the Contractor must take those actions described in Section 14.2.3, and the Owner may take those actions described in Section 14.2.4, subject to the prior rights of the Contractor's Surety. AIA Document A201® - 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA 43 Contract Documents" are registered trademarks and may not be used without permission. This draft was produced by AIA software at 18:44:22 ET on 11/04/2022 under Order No.2114305205 which expires on 03/27/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (844121424) § 14.2.6 When the Owner terminates the Contract for cause, the Contractor is not entitled to receive further payment until the Work is completed and the costs of completion have been established. § 14.2.7 If the unpaid balance of the Contract Sum less amounts which the Owner is entitled to offset from the unpaid Contract balance including actual or liquidated Damages, exceeds the costs of completing the Work, including compensation for the Owner's and the Architect's services made necessary thereby, such excess will be paid to the Contractor or Surety, as directed by the Surety. If such costs exceed the unpaid Contract balance, the Contractor must pay the difference to the Owner upon written demand. This obligation for payment survives termination of the Contract. § 14.2.8 In completing the Work following termination for cause, the Owner is not required to solicit competitive bids or to award completion work to the lowest bidder, but may obtain such completion work and related services on the basis of sole source procurement and negotiated compensation. § 14.2.9 If the Contractor files for protection, or a petition is filed against it, under the Bankruptcy laws, and Contractor wishes to affirm the Contract, Contractor shall immediately file with the Bankruptcy Court a motion to affirm the Contract and shall provide satisfactory evidence to Owner and to the Court of its ability to cure all present defaults and its ability to timely and successfully complete the Work. If Contractor does not make such an immediate filing, Contractor accepts that Owner shall petition the Bankruptcy Court to lift the Automatic Stay and permit Owner to terminate the Contract. § 14.3 Suspension by the Owner for Convenience § 14.3.1 The Owner may, without cause, order the Contractor in writing to suspend, delay or interrupt the Work, in whole or in part for such period of time as the Owner may determine. § 14.3.2 The Contract Sum and Contract Time shall be adjusted for increases in the cost and time caused by suspension, delay, or interruption under Section 14.3.1. Adjustment of the Contract Sum shall not include profit. No adjustment shall be made to the extent .1 that performance is, was, or would have been, so suspended, delayed, or interrupted, by another cause for which the Contractor is responsible; or .2 that an equitable adjustment is made or denied under another provision of the Contract. § 14.3.3 Adjustments made in the cost of performance may have a mutually agreed fixed or percentage fee. § 14.3.4 If the Owner suspends all or part of the Work, then the Contractor, unless instructed otherwise by the Owner in writing, shall take those steps reasonably necessary to preserve, protect, and maintain the existing Work. In the event any part of the Work will require ongoing provision of labor and materials (e.g., landscaping work which will need watering, ongoing Site security, etc.), the Contractor shall notify the Owner such necessity. Unless the Owner indicates, in writing, to the contrary, Contractor shall provide the labor and materials reasonably necessary to preserve, protect, and maintain the Work as it exists at the time of suspension. The Contract Sum shall be adjusted for increases in costs the Contractor incurs to maintain, preserve, and protect the Work in accordance with § 14.3.2. § 14.4 Termination by the Owner for Convenience § 14.4.1 The Owner may, at any time, terminate the Contract or any portion thereof or of the Work for the Owner's convenience and without cause. § 14.4.2 Upon receipt of notice from the Owner of termination for the Owner's convenience, the Contractor shall .1 cease operations as directed by the Owner in the notice and, if required by the Owner, participate in an inspection of the Work with the Owner and the Architect/Engineer to record the extent of completion thereof, to identify the Work remaining to be completed or corrected, and to determine what temporary facilities, tools, equipment and construction machinery are to remain at the Site pending completion of the Work; .2 complete or correct the items directed by the Owner, and take actions necessary, or that the Owner may direct, for the protection and preservation of any stored materials and equipment and completed Work; .3 Unless otherwise directed by the Owner, remove its tools, equipment and construction machinery from the Site, and AIA Document A201® - 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA 44 Contract Documents" are registered trademarks and may not be used without permission. This draft was produced by AIA software at 18:44:22 ET on 11/04/2022 under Order No.2114305205 which expires on 03/27/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia. org. User Notes: (844121424) .4 except as directed by the Owner, terminate all existing subcontracts and purchase orders related to the Work and enter into no further subcontracts and purchase orders therefor. § 14.4.3 Following written notice from the Owner of termination, the Owner may: .1 Take possession of the Site and of all materials and equipment thereon, and at the Owner's option, such temporary facilities, tools, construction equipment and machinery thereon owned or rented by the Contractor that the Owner elects to utilize in completing the Work; .2 Accept assignment of subcontracts and purchase orders; and .3 Complete the Work by whatever reasonable method the Owner may deem expedient. § 14.4.4 In case of termination for the Owner's convenience, the Contractor will be entitled to compensation only for the following items: .1 Payment for acceptable Work performed up to the date of termination; .2 The costs of preservation and protection of the Work if requested to do so by the Owner; .3 The cost of terminating the following contracts including: (i.) Purchased materials but only if not returnable and provided to the Owner, or the restocking or return charge, if any, if returnable at the Owner's written election; (ii.) Equipment rental contracts if not terminable at no cost but not to exceed an amount equal to thirty (30) days rental; .4 Documented transportation costs associated with removing Contractor -owned equipment; .5 Documented demobilization and close-out costs; and .6 Overhead and profit on the foregoing not to exceed ten (10%) percent. The Contractor will not be compensated for the cost of terminating subcontracts, which must be terminable at no cost to the Owner if the Contract is terminated. The Contractor will not be compensated for the cost of any idled employees unless the employee is under a written employment contract entitling the employee to continued employment after termination of the Contract and the employee cannot be assigned to other work provided that in all events the Contractor's costs must be limited to thirty (30) days of employment costs from the date of the notice of termination. The Contractor is not entitled to any other costs or compensation (including lost or expected profit, uncompensated overhead or related expenses, or the cost of preparing and documenting its compensable expenses under this Subsection 14.4.4 as a consequence of the Owner's termination of the Contract for convenience. The Contractor conclusively and irrevocably waives its right to any other compensation or damages (compensatory or punitive) arising from termination of the Contract. If the Owner and the Contractor are unable to agree upon the amounts specified in this subsection, the Contractor may submit a Claim as provided in Article 15. The Claim must be limited to resolution of the amounts specified in Subsections 14.4.4.1, 14.4.4.2, 14.4.4.3 and 14.4.4.4 of this Subsection 14.4.4. No other cost, damages or expenses may be claimed or paid to the Contractor or considered as part of the Claim, the same being hereby conclusively and irrevocably waived by the Contractor. Any such Claim must be delivered to the Owner within thirty (30) days of the termination of the Contract and must contain a written statement setting forth the specific reasons and supporting calculations and documentation as to the amounts the Contractor claims to be entitled to under this Subsection as a result of the termination of the Contract. § 14.4.5 The Contractor's obligations surviving final payment under the Contract, including without limitation those with respect to insurance, indemnification, and correction of Work that has been completed at the time of termination, remains effective notwithstanding termination for convenience of the Owner. ARTICLE 15 CLAIMS AND DISPUTES § 15.1 Claims § 15.1.1 Definition A Claim is a written demand or assertion by the Contractor seeking, as a matter of right, payment of money, a change in the Contract Time, or other relief with respect to the terms of the Contract. The responsibility to substantiate Claims shall rest with the Contractor. Nothing contained in this Section 15.1 is intended to apply to or in any way limit the Owner's right to make claims related to or arising out of the Contract. AIA Document A201® - 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA 45 Contract Documents" are registered trademarks and may not be used without permission. This draft was produced by AIA software at 18:44:22 ET on 11/04/2022 under Order No.2114305205 which expires on 03/27/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (844121424) § 15.1.2 Time Limits on Claims The Owner and Contractor shall commence all Claims and causes of action against the other and arising out of or related to the Contract, whether in contract, tort, breach of warranty or otherwise, in accordance with the period specified by applicable law. § 15.1.3 Notice of Claims § 15.1.3.1 Claims by Contractor, where the condition giving rise to the Claim is first discovered prior to expiration of the period for correction of the Work set forth in Section 12.2.2, shall be initiated by notice to the other party and to the Initial Decision Maker with a copy sent to the Architect, if the Architect is not serving as the Initial Decision Maker. Claims by either party under this Section 15.1.3.1 shall be initiated within 21 days after occurrence of the event giving rise to such Claim or within 21 days after the claimant first recognizes the condition giving rise to the Claim, whichever is later. § 15.1.3.2 Claims by either the Owner or Contractor, where the condition giving rise to the Claim is first discovered after expiration of the period for correction of the Work set forth in Section 12.2.2, shall be initiated by notice to the other party. In such event, no decision by the Initial Decision Maker is required. § 15.1.4 Continuing Contract Performance § 15.1.4.1 Pending final resolution of a Claim, except as otherwise agreed in writing or as provided in Section 9.7 and Article 14, the Contractor shall proceed diligently with performance of the Contract and the Owner shall continue to make payments in accordance with the Contract Documents. § 15.1.4.2 The Contract Sum and Contract Time shall be adjusted in accordance with the Initial Decision Maker's decision, subject to the right of either party to proceed in accordance with this Article 15. The Architect will issue Certificates for Payment in accordance with the decision of the Initial Decision Maker. § 15.1.5 Claims for Additional Cost If the Contractor wishes to make a Claim for an increase in the Contract Sum, notice as provided in Section 15.1.3 shall be given before proceeding to execute the portion of the Work that is the subject of the Claim. Prior notice is not required for Claims relating to an emergency endangering life or property arising under Section 10.4. Owner shall not pay additional monies or increase the Contract Sum due to increased materials or labor costs unless there is a written change in the Work executed by both Owner and Contractor. § 15.1.6 Claims for Additional Time § 15.1.6.1 If the Contractor wishes to make a Claim for an increase in the Contract Time, notice as provided in Section 15.1.3 shall be given. The Contractor's Claim shall include an estimate of cost and of probable effect of delay on progress of the Work. In the case of a continuing delay, only one Claim is necessary. .1 Except for time extensions related to changes in the Work, all claims for additional time shall be limited to time extensions only. Claims for additional costs due to time extensions not related to a change in the Work shall not be considered. § 15.1.6.2 The Fort Worth Weather Table is to be used as a basis for calculation of excess weather days for the Project. If the Site records indicate that the Contractor was unable to carry out operations due to weather, it is counted as a weather day. If the number of weather days in a given month exceeds the average number of precipitation days for the contract duration, the excess days shall be considered abnormally inclement weather conditions. § 15.1.6.3 If abnormal inclement 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 reasonably been anticipated by the Contractor, and have had an adverse impact on the constructino schedule'ws critical path. § 15.1.7 Waiver of Claims for Consequential Damages The Contractor and Owner waive Claims against each other for consequential damages arising out of or relating to this Contract, other than those covered by the Contractor's applicable general liability or other insurance policy. This mutual waiver includes AIA Document A201® - 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA 4 6 Contract Documents" are registered trademarks and may not be used without permission. This draft was produced by AIA software at 18:44:22 ET on 11/04/2022 under Order No.2114305205 which expires on 03/27/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (844121424) .1 damages incurred by the Owner for rental expenses, for losses of use, income, profit, financing, business and reputation, and for loss of management or employee productivity or of the services of such persons; and .2 damages incurred by the Contractor for principal office expenses including the compensation of personnel stationed there, for losses of financing, business and reputation, and for loss of profit, except anticipated profit arising directly from the Work. This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination in accordance with Article 14. Nothing contained in this Section 15.1.7 shall be deemed to preclude assessment of damages, when applicable, in accordance with the requirements of the Contract Documents. § 15.1.8 No Damages for Delay Notwithstanding anything to the contrary contained herein, the Construction Manager shall never be entitled to any compensation or damages for delay of any nature. In that regard, the Construction Manager shall receive no compensation for delays or hindrances to the work, as a result of price escalation in the marketplace, labor or materials shortages, or to increases in the GMP. When such extra compensation is claimed a written statement thereof shall be presented by the Construction Manager to the Architect and, if found to be correct, the Architect shall approve and refer the claim to Owner for final approval or disapproval; and the action thereon by the Owner shall be final and binding. If delay is caused by specific orders given by the Architect or Owner to stop work, or by the performance of extra work, or by the failure of the Owner to provide material or necessary instructions for carrying on the work, then such delay will entitle the Contractor to an equivalent extension of time, his application for which shall, however, be subject to the approval of the Owner and no such extension of time shall release the Contractor or the surety on its performance bond from all his obligations here under which shall remain in full force until the discharge of the contract. § 15.2 Initial Decision § 15.2.1 The Architect will review Claims and take one or more of the following preliminary actions within ten days of receipt of a Claim: (1) request additional supporting data from the claimant, (2) submit a schedule to the parties indicating when the Architect expects to take action, (3) reject the Claim in whole or in part, stating reasons for rejection, (4) recommend approval of the Claim by the other party or (5) suggest a compromise. The Architect may also, but is not obligated to, notify the surety, if any, of the nature and the amount of the Claim. § 15.2.2 If a Claim has been resolved, the Architect will prepare or obtain appropriate documentation as part of its Contract Administration services. § 15.2.3 If a Claim has not been resolved, the party making the Claim shall, within ten days after the Architect's preliminary response, take one or more of the following actions: (1) submit additional supporting data requested by the Architect, (2) modify the initial Claim or (3) notify the Architect that the initial Claim stands. § 15.2.4 If the Claim has not been resolved after consideration of the foregoing and of further evidence presented by the parties or requested by the Architect, the Architect will notify the parties in writing that the Architect's recommendation will be made within seven days. Upon expiration of such time period, the Architect will render to the parties the Architect's written recommendation relative to the Claim, including any change in the Contract Sum or Contract Time or both. If there is a surety and there appears to be a possibility of a Contractor's default, the Architect may, but is not obligated to, notify the surety and request the surety's assistance in resolving the controversy. § 15.2.5 If any dispute arises out of this Agreement or the performance of the Work which the parties are not able to settle or resolve within a period of ten (10) days after the dispute arises, then each party shall nominate a senior officer of its management to meet at a mutually agreed time and place not later than five (5) days after the initial ten (10) day period to attempt to resolve the dispute. If resolution of the dispute is not obtained within five (5) days after the meeting of senior officers for such purpose, or such longer period as the parties may mutually agree upon, then either party may proceed with its legal remedies in any manner it deems appropriate. This Agreement and all of the transactions contemplated herein shall be governed by and construed in accordance with the laws of the State of Texas. This Agreement is performable in Dallas County, Texas, and exclusive venue for any action arising out of this Agreement shall be in Dallas County, Texas. § 15.2.6 This Section is intentionally left blank. AIA Document A201® - 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA 4,' Contract Documents" are registered trademarks and may not be used without permission. This draft was produced by AIA software at 18:44:22 ET on 11/04/2022 under Order No.2114305205 which expires on 03/27/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia. org. User Notes: (844121424) § 15.2.6.1 This Section is intentionally left blank. § 15.2.7 This Section is intentionally left blank. § 15.2.8 This Section is intentionally left blank. § 15.3 Mediation § 15.3.1 Claims, disputes, or other matters in controversy arising out of or related to the Contract, except those waived as provided for in Sections 9.10.4, 9.10.5, and 15.1.7, shall be subject to. § 15.3.2 The parties shall endeavor to resolve their Claims by mediation. A request for mediation shall be made in writing, delivered to the other party to the Contract. § 15.3.3 Either party may, within 30 days from the date that mediation has been concluded without resolution of the dispute or 60 days after mediation has been demanded without resolution of the dispute, demand in writing that the other party file for binding dispute resolution. If such a demand is made and the party receiving the demand fails to file for binding dispute resolution within 60 days after receipt thereof, then both parties waive their rights to binding dispute resolution proceedings with respect to the initial decision. § 15.3.4 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is located unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. § 15.4 § 15.4.1 This Section is intentionally left blank. § 15.4.1.1 This Section is intentionally left blank. § 15.4.2 This Section is intentionally left blank. § 15.4.3 This Section is intentionally left blank. § 15.4.4 Consolidation or Joinder § 15.4.4.1 This Section is intentionally left blank. § 15.4.4.2 This Section is intentionally left blank. § 15.4.4.3 This Section is intentionally left blank. AIA Document A2W - 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017 by The American Institute of Architects. All rights reserved. The "American Institute of Architects," "AIA," the AIA Logo, "A201," and "AIA 4 8 Contract Documents" are registered trademarks and may not be used without permission. This draft was produced by AIA software at 18:44:22 ET on 11/04/2022 under Order No.2114305205 which expires on 03/27/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail copyright@aia.org. User Notes: (844121424)