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Home My WebLink AboutRes 17-37 Entering into an agreement with Core Construction for At Risk Services related to Fire-EMS Fire House 1 TOWN OF WESTLAKE RESOLUTION NO. 17-37 A RESOLUTION OF THE TOWN COUNCIL AUTHORIZING THE TOWN MANAGER TO ENTER INTO AGREEEMENT WITH CORE CONSTRUCTION FOR CONSTRUCTION MANAGER AT-RISK SERVICES ESTABLISHING A GUARANTEED MAXIMUM PRICE (GMP) OF $9,737,281 FOR THE CONSTRUCTION OF THE WESTLAKE FIRE-EMS FIRE HOUSE 1 PROJECT AND AUTHORIZE TOWN STAFF TO MAKE FUNDING CHANGES NOT TO EXCEED $25,000.00 ON THIS PROJECT. WHEREAS, the Town of Westlake will be constructing a new 18,000 square foot Fire - EMS House 1; and, WHEREAS, the Town's current Fire - EMS department has been operating out of a temporary facility for the past 12 years; and, WHEREAS,the Council desires to provide stakeholders with an iconic looking fire station that serves the emergency services needs of the community and meets the community building standards; and, WHEREAS,the staff has review all bid documents received by Core Construction for this project and, WHEREAS,the staff recommends Core Construction as the CM at Risk contractor for the Fire—EMS Fire House No. 1 project; and, WHEREAS, Core Construction establish a guaranteed maximum price for construction services for the Fire—EMS Fire House No. 1 project; and, WHEREAS, the Town Council finds that the passage of this Resolution is in the best interest of the citizens of Westlake. NOW, THEREFORE,BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS: SECTION 1: That, all matters stated in the Recitals hereinabove are found to be true and correct and are incorporated herein by reference as if copied in their entirety. SECTION 2: That the Town of Westlake Town Council does hereby authorize the Town Manager to enter into an agreement with Core Construction for Construction Manager at-Risk services to provide a guaranteed maximum price of$9,737,281 for the Fire—EMS House 1 project, attached as Exhibit A;and authorizes town staff to make funding changes not to exceed$25,000.00 on this project. Resolution 17-37 Page 1 of 2 SECTION 3: If any portion of this Resolution shall, for any reason, be declared invalid by any court of competent jurisdiction, such invalidity shall not affect the remaining provisions hereof and the Council hereby determines that it would have adopted this Resolution without the invalid provision. SECTION 4: That this resolution shall become effective from and after its date of passage. PASSED AND APPROVED ON THIS 30th DAY OF OCTOBER 2017. ATTEST: Laura L. Wheat, Mayor - c f Kelly Edwards, Town Secretary Thomas E. Brymer, T wri Manager OF W/-'q APPROVE AS TO FO o�� '•.�� m 1a 4nt6ny, orney 2 Ex AS Resolution 17-37 Page 2 of 2 �i =-'- Document A201TM - 2017 General Conditions of the Contract for Construction ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion.The author may also have revised the text of the original AIA standard form.An Additions and Deletions Report that notes added information as well as revisions to the standard form text is available from the author and should be reviewed.A vertical line in the left margin of this document indicates where the author has added necessary information and where the author has added to or deleted from the original AIA text. This document has 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 TM,Guide for Supplementary Conditions. Init. AIA Document A201 TM—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.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA°Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:37:45 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1886476619) Document A201TM - 2017 General Conditions of the Contract for Construction The Parties are the Parties as shown on the Agreement between Core Construction Services of Texas,Inc.and the Town of Westlake,using AIA Al 33-2009 ADDITIONS AND DELETIONS: for the following PROJECT: The author of this document has (Name and location or address) added information needed for its completion.The author may also Westlake Fire Station have revised the text of the original 2000 Dove Road AIA standard form.An Additions and Westlake,Texas Deletions Report that notes added information as well as revisions to the standard form text is available from THE OWNER: the author and should be reviewed.A (Name, legal status and address) vertical line in the left margin of this document indicates where the author Town of Westlake,Texas a Type A general law municipality has added necessary information 1500 Solana Blvd,Building 7,Westlake,Texas 76262 and where the author has added to or THE ARCHITECT AND CONSTRUCTION MANAGER AT rISK: deleted from the original AIA text. (Name, legal status and address) This document has important legal consequences.Consultation with an Architect attorney is encouraged with respect BRW Architects to its completion or modification. 3535 Travis Street, Suite 250 For guidance in modifying this Dallas,TX 75024 document to include supplementary conditions,see AIA Document A503 Construction Manager-at-Risk TM,Guide for Supplementary Core Construction Services of Texas,Inc„a Texas corporation Conditions. 10625 N. County Road Frisco,TX 75033 TABLE OF ARTICLES 1 GENERAL PROVISIONS 2 OWNER 3 CONTRACTOR 4 ARCHITECT 5 SUBCONTRACTORS 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 7 CHANGES IN THE WORK 8 TIME 9 PAYMENTS AND COMPLETION Init. AIA Document A201 TM—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.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties. 1 Unauthorized reproduction or distribution of this AIA®Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:37:45 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1886476619) 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 Init. AIA Document A201 TI—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.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties. 2 Unauthorized reproduction or distribution of this AIA®Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:37:45 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1886476619) INDEX Architect's Authority to Reject Work (Topics and numbers in bold are Section headings.) 3.5,4.2.6, 12.1.2, 12.2.1 Architect's Copyright 1.1.7, 1.5 Acceptance of Nonconforming Work Architect's Decisions 9.6.6,9.9.3, 12.3 3.7.4,4.2.6,4.2.7,4.2.11,4.2.12,4.2.13,4.2.14,6.3, Acceptance of Work 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, 9.6.6,9.8.2,9.9.3,9.10.1,9.10.3, 12.3 13.4.2, 15.2 Access to Work Architect's Inspections 3.16,6.2.1, 12.1 3.7.4,4.2.2,4.2.9,9.4.2,9.8.3,9.9.2,9.10.1, 13.4 Accident Prevention Architect's Instructions 10 3.2.4,3.3.1,4.2.6,4.2.7, 13.4.2 Acts and Omissions Architect's Interpretations 3.2,3.3.2,3.12.8,3.18,4.2.3,8.3.1,9.5.1, 10.2.5, 4.2.11,4.2.12 10.2.8, 13.3.2, 14.1, 15.1.2, 15.2 Architect's Project Representative Addenda 4.2.10 1.1.1 Architect's Relationship with Contractor Additional Costs,Claims for 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, 3.7.4,3.7.5, 10.3.2, 15.1.5 3.5,3.7.4,3.7.5,3.9.2,3.9.3,3.10,3.11,3.12,3.16, Additional Inspections and Testing 3.18,4.1.2,4.2,5.2,6.2.2,7, 8.3.1,9.2,9.3,9.4,9.5, 9.4.2,9.8.3, 12.2.1, 13.4 9.7,9.8,9.9, 10.2.6, 10.3, 11.3, 12, 13.3.2, 13.4, 15.2 Additional Time,Claims for Architect's Relationship with Subcontractors 3.2.4,3.7.4,3.7.5,3.10.2,8.3.2, 15.1.6 1.1.2,4.2.3,4.2.4,4.2.6,9.6.3,9.6.4, 11.3 Administration of the Contract Architect's Representations 3.1.3,4.2,9.4,9.5 9.4.2,9.5.1,9.10.1 Advertisement or Invitation to Bid Architect's Site Visits 1.1.1 3.7.4,4.2.2,4.2.9,9.4.2,9.5.1,9.9.2,9.10.1, 13.4 Aesthetic Effect Asbestos 4.2.13 10.3.1 Allowances Attorneys'Fees 3.8 3.18.1,9.6.8,9.10.2, 10.3.3 Applications for Payment Award of Separate Contracts 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 6,1.1,6.1.2 Approvals Award of Subcontracts and Other Contracts for 2.1.1,2.3.1,2.5,3.1.3,3.10.2,3.12.8,3.12.9, Portions of the Work 3.12.10.1,4.2.7,9.3.2, 13.4.1 5.2 Arbitration Basic Definitions 8.3.1, 15.3.2, 15.4 1.1 ARCHITECT Bidding Requirements 4 1.1.1 Architect,Definition of Binding Dispute Resolution 4.1.1 8.3.1,9.7, 11.5, 13.1, 15.1.2, 15.1.3, 15.2.1, 15.2.5, Architect,Extent of Authority 15.2.6.1, 15.3.1, 15.3.2, 15.3.3, 15.4.1 2.5,3.12.7,4.1.2,4.2,5.2,6.3,7.1.2,7.3.4,7.4,9.2, Bonds,Lien 9.3.1,9.4,9.5,9.6.3,9.8,9.10.1,9.10.3, 12.1, 12.2.1, 7.3.4.4,9.6.8,9.10.2,9.10.3 13.4.1, 13.4.2, 14.2.2, 14.2.4, 15.1.4, 15.2.1 Bonds,Performance,and Payment Architect,Limitations of Authority and Responsibility 7.3.4.4,9.6.7,9.10.3, 11.1.2, 11.1.3, 11.5 2.1.1,3.12.4,3.12.8,3.12.10,4.1.2,4.2.1,4.2.2,4.2.3, Building Information Models Use and Reliance 4.2.6,4.2.7,4.2.10,4.2.12,4.2.13,5.2.1,7.4,9.42, 1.8 9.5.4,9.6.4, 15.1.4, 15.2 Building Permit Architect's Additional Services and Expenses 3.7.1 2.5, 12.2.1, 13.4.2, 13.4.3, 14.2.4 Capitalization Architect's Administration of the Contract 1.3 3.1.3,3.7.4, 15.2,9.4.1,9.5 Certificate of Substantial Completion Architect's Approvals 9.8.3,9.8.4,9.8.5 2.5,3.1.3,3.5,3.10.2,4.2.7 1111t. AIA Document A201 T"—2017.Copyright O 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.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties. 3 Unauthorized reproduction or distribution of this AIA° Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:37:45 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1886476619) Certificates for Payment Concealed or Unknown Conditions 4.2.1,4.2.5,4.2.9,9.3.3,9.4,9.5,9.6.1,9.6.6,9.7, 3.7.4,4.2.8, 8.3.1, 10.3 9.10.1,9.10.3, 14.1.1.3, 14.2.4, 15.1.4 Conditions of the Contract Certificates of Inspection,Testing or Approval 1.1.1,6.1.1,6.1.4 13.4.4 Consent,Written Certificates of Insurance 3.4.2,3.14.2,4.1.2,9.8.5,9.9.1,9.10.2,9.10.3, 13.2, 9.10.2 15.4.4.2 Change Orders Consolidation or Joinder 1.1.1,3.4.2,3.7.4, 3.8.2.3,3.11,3.12.8,4.2.8,5.2.3, 15.4.4 7.1.2,7.1.3,7.2,7.3.2,7.3.7,7.3.9, 7.3.10, 8.3.1, CONSTRUCTION BY OWNER OR BY 9.3.1.1,9.10.3, 10.3.2, 11.2, 11.5, 12.1.2 SEPARATE CONTRACTORS Change Orders,Definition of 1.1.4,6 7.2.1 Construction Change Directive,Definition of CHANGES IN THE WORK 7.3.1 2.2.2,3.11,4.2.8, 7,7.2.1,7.3.1,7.4, 8.3.1,9.3.1.1, Construction Change Directives 11.5 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, Claims,Definition of 9.3.1.1 15.1.1 Construction Schedules,Contractor's Claims,Notice of 3.10,3.11,3.12.1,3.12.2,6.1.3, 15.1.6.2 1.6.2, 15.1.3 Contingent Assignment of Subcontracts CLAIMS AND DISPUTES 5.4, 14.2.2.2 3.2.4,6.1;1,6.3,7.3.9,9.3.3,9.10.4, 10.3.3, 15, 15.4 Continuing Contract Performance Claims and Timely Assertion of Claims 15.1.4 15.4.1 Contract,Definition of Claims for Additional Cost 1.1.2 3.2.4,3.3.1,3.7.4,7.3.9,9.5.2, 10.2.5, 10.3.2, 15.1.5 CONTRACT,TERMINATION OR Claims for Additional Time SUSPENSION OF THE 3.2.4,3.3.1,3.7.4,6.1.1,8.3.2,9.5.2, 10.3.2, 15.1.6 5.4.1.1,5.4.2, 11.5, 14 Concealed or Unknown Conditions,Claims for Contract Administration 3.7.4 3.1.3,4,9.4,9.5 Claims for Damages Contract Award and Execution,Conditions Relating 3.2.4,3.18,8.3.3,9.5.1,9.6.7, 10.2.5, 10.3.3, 11.3, to 11.3.2, 14.2.4, 15.1.7 3.7.1,3.10,5.2,6.1 Claims Subject to Arbitration Contract Documents,Copies Furnished and Use of 15.4.1 1.5.2,2.3.6,5.3 Cleaning Up Contract Documents,Definition of 3.15,6.3 1.1.1 Commencement of the Work,Conditions Relating to Contract Sum 2.2.1,3.2.2,3.4.1,3.7.1,3.10.1,3.12.6,5.2.1,5.2.3, 2.2.2,2.2.4,3.7.4,3.7.5,3.8,3.10.2,5.2.3,7.3,7.4, 6.2.2,8.1.2, 8.2.2, 8.3.1, 11.1, 11.2, 15.1.5 9.1,9.2,9.4.2,9.5.1.4,9.6.7,9.7, 10.3.2, 11.5, 12.1.2, Commencement of the Work,Definition of 12.3, 14.2.4, 14.3.2, 15.1.4.2, 15.1.5, 15.2.5 8.1.2 Contract Sum,Definition of Communications 9.1 3.9.1,4.2.4 Contract Time Completion,Conditions Relating to 1.1.4,2.2.1,2.2.2,3.7.4,3.7.5,3.10.2,5.2.3,6.1.5, 3.4.1,3.11,3.15,4.2.2,4.2.9,8.2,9.4.2,9.8,9.9.1, 7.2.1.3,7.3.1,7.3.5,7.3.6,7,7,7.3.10,7.4, 8.1.1, 9.10, 12.2, 14.1.2, 15.1.2 8.2.1, 8.2.3,8.3.1,9.5.1,9.7, 10.3.2, 12.1.1, 12.1.2, COMPLETION,PAYMENTS AND 14.3.2, 15.1.4.2, 15.1.6.1, 15.2.5 9 Contract Time,Definition of Completion,Substantial 8.1.1 3.10.1,4.2.9,8.1.1, 8.1.3, 8.2.3,9.4.2,9.8,9.9.1, CONTRACTOR 9.10.3, 12.2, 15.1.2 3 Compliance with Laws Contractor,Definition of 2.3.2,3.2.3,3.6,3.7,3.12.10,3.13,9.6.4, 10.2.2, 13.1, 3.1,6.1.2 13.3, 13.4.1, 13.4.2, 13.5, 14.1.1, 14.2.1.3, 15.2.8, Contractor's Construction and Submittal 15.4.2, 15.4.3 Schedules 3.10,3.12.1,3.12.2,4.2.3,6.1.3, 15.1.6.2 Init. AIA Document A201 TM—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.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties. 4 Unauthorized reproduction or distribution of this AIA®Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:37:45 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1886476619) Contractor's Employees Damage to Construction of Owner or Separate 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, Contractors 10.3, 11.3, 14.1, 14.2.1.1 3.14.2,6.2.4, 10.2.1.2, 10.2.5, 10.4, 12.2.4 Contractor's Liability Insurance Damage to the Work 11.1 3.14.2,9.9.1, 10.2.1.2, 10.2.5, 10.4, 12.2.4 Contractor's Relationship with Separate Contractors Damages,Claims for and Owner's Forces 3.2.4,3.18,6.1.1,8.3.3,9.5.1,9.6.7, 10.3.3, 11.3.2, 3.12.5,3.14.2,4.2.4,6, 11.3, 12.2.4 11.3, 14.2.4, 15.1.7 Contractor's Relationship with Subcontractors Damages for Delay 1.2.2,2.2.4,3.3.2,3.18.1,3.18.2,4.2.4,5,9.6.2,9.6.7, 6.2.3,8.3.3,9.5.1.6,9.7, 10.3.2, 14.3.2 9.10.2, 11.2, 11.3, 11.4 Date of Commencement of the Work,Definition of Contractor's Relationship with the Architect 8.1.2 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, Date of Substantial Completion,Definition of 3.5.1,3.7.4,3.10,3.11,3.12,3.16,3.18,4.2,5.2,6.2.2, 8.1.3 7,8.3.1,9.2,9.3, 9.4,9.5,9.7,9.8,9.9, 10.2.6, 10.3, Day,Definition of 11.3, 12, 13.4, 15.1.3, 15.2.1 8.1.4 Contractor's Representations Decisions of the Architect 3.2.1,3.2.2,3.5,3.12.6,6.2.2,8.2.1,9.3.3,9.8.2 3.7.4,4.2.6,4.2.7,4.2.11,4.2.12,4.2.13,6.3,7.3.4, Contractor's Responsibility for Those Performing the 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, Work 14.2.2, 14.2.4, 15.1, 15.2 3.3.2,3.18,5.3,6.1.3,6.2,9.5.1, 10.2.8 Decisions to Withhold Certification Contractor's Review of Contract Documents 9.4.1,9.5,9.7, 14.1.1.3 3.2 Defective or Nonconforming Work,Acceptance, Contractor's Right to Stop the Work Rejection and Correction of 2.2.2,9.7 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, Contractor's Right to Terminate the Contract 9.10.4, 12.2.1 14.1 Definitions Contractor's Submittals 1.11 2.1.1,3.1.1,3.5,3.12.1,3.12.2,3.12.3,4.1.1,5.1, 3.10,3.11,3.12,4.2.7,5.2.1,5.2.3,9.2,9.3,9.8.2, 6.1.2,7.2.1,7.3.1,8.1,9.1,9.8.1, 15.1.1 9.8.3,9.9.1,9.10.2,9.10.3 Delays and Extensions of Time Contractor's Superintendent 3.2,3.7.4,5.2.3,7.2.1,7.3.1,7.4,8.3,9.5.1,9.7, 3.9, 10.2.6 10.3.2, 10.4, 14.3.2, 15.1.6, 15.2.5 Contractor's Supervision and Construction Digital Data Use and Transmission Procedures 1.7 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, Disputes 7.3.4,7.3.6,8.2, 10, 12, 14, 15.1.4 6.3,7.3.9, 15.1, 15.2 Coordination and Correlation Documents and Samples at the Site 1.2,3.2.1,3.3.1,3.10,3.12.6,6.1.3,6.2.1 3.11 Copies Furnished of Drawings and Specifications Drawings,Definition of 1.5,2.3.6,3.11 1.1.5 Copyrights Drawings and Specifications,Use and Ownership of 1.5,3.17 3.11 Correction of Work Effective Date of Insurance 2.5,3.7.3,9.4.2,9.8.2,9.8.3,9.9.1, 12.1.2, 12.2, 12.3, 8.2.2 15.1.3.1, 15.1.3.2, 15.2.1 Emergencies Correlation and Intent of the Contract Documents 10.4, 14.1.1.2, 15.1.5 1.2 Employees,Contractor's Cost,Definition of 3.3.2,3.4.3,3.8.1,3.9,3.18.2,4.2.3,4.2.6, 10.2, 7.3.4 10.3.3, 11.3, 14.1, 14.2.1.1 Costs Equipment,Labor,or Materials 2.5,3.2.4,3.7.3,3.8.2,3.15.2,5.4.2,6.1.1,6.2.3, 1.1.3, 1.1.6,3.4,3.5,3.8.2,3.8.3,3.12,3.13,3.15.1, 7.3.3.3,7.3.4,7.3.8,7.3.9,9.10.2, 10.3.2, 10.3.6, 11.2, 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, 12.1.2, 12.2.1, 12.2.4, 13.4, 14 9.10.2, 10.2.1, 10.2.4, 14.2.1.1, 14.2.1.2 Cutting and Patching Execution and Progress of the Work 3.14,6.2.5 1.1.3, 1.2.1, 1.2.2,2.3.4,2.3.6,3.1,3.3.1,3.4.1,3.7.1, 3.10.1,3.12,3.14,4.2,6.2.2,7.1.3,7.3.6,8.2,9.5.1, 9.9.1, 10.2, 10.3, 12.1, 12.2, 14.2, 14.3.1, 15.1.4 Init. AIA Document A20111—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.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties. 5 Unauthorized reproduction or distribution of this AIA®Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:37:45 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1886476619) Extensions of Time Insurance, Stored Materials 3.2.4,3.7.4,5.2.3,7.2.1,7.3,7.4,9.5.1,9.7, 10.3.2, 9.3.2 10.4, 14.3, 15.1.6, 15.2.5 INSURANCE AND BONDS Failure of Payment 11 9.5.1.3,9.7,9.10.2, 13.5, 14.1.1.3, 14.2.1.2 Insurance Companies,Consent to Partial Occupancy Faulty Work 9.9.1 (See Defective or Nonconforming Work) Insured loss,Adjustment and Settlement of Final Completion and Final Payment 11.5 4.2.1,4.2.9,9.8.2, 9.10, 12.3, 14.2.4, 14.4.3 Intent of the Contract Documents Financial Arrangements,Owner's 1.2.1,4.2.7,4.2.12,4.2.13 2.2.1, 13.2.2, 14.1.1.4 Interest GENERAL PROVISIONS 13.5 1 Interpretation Governing Law 1.1.8, 1.2.3, 1.4,4.1.1,5.1,6.1.2, 15.1.1 13.1 Interpretations,Written Guarantees(See Warranty) 4.2.11,4.2.12 Hazardous Materials and Substances Judgment on Final Award 10.2.4, 10.3 15.4.2 Identification of Subcontractors and Suppliers Labor and Materials,Equipment 5.2.1 1.1.3, 1.1.6,3.4,3.5,3.8.2,3.8.3,3.12,3.13,3.15.1, Indemnification 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, 3.17,3.18,9.6.8,9.10.2, 10.3.3, 11.3 10.2.4, 14.2.1.1, 14.2.1.2 Information and Services Required of the Owner Labor Disputes 2.1.2,2.2,2.3,3.2.2,3.12.10.1,6.1.3,6.1.4,6.2.5, 8.3.1 9.6.1,9.9.2,9.10.3, 10.3.3, 11.2, 13.4.1, 13.4.2, Laws and Regulations 14.1.1.4, 14.1.4, 15.1.4 1.5,2.3.2,3.2.3,3.2.4,3.6,3.7,3.12.10,3.13,9.6.4, Initial Decision 9.9.1, 10.2.2, 13.1, 13.3.1, 13.4.2, 13.5, 14, 15.2.8, 15.2 15.4 Initial Decision Maker,Definition of Liens 1.1.8 2.1.2,9.3.1,9.3.3,9.6.8,9.10.2,9.10.4, 15.2.8 Initial Decision Maker,Decisions Limitations, Statutes of 14.2.4, 15.1.4.2, 15.2.1, 15.2.2, 15.2.3, 15.2.4, 15.2.5 12.2.5, 15.1.2, 15.4.1.1 Initial Decision Maker,Extent of Authority Limitations of Liability 14.2.4, 15.1.4.2, 15.2.1, 15.2.2, 15.2.3, 15.2.4, 15.2.5 3.2.2,3.5,3.12.10,3.12.10.1,3.17,3.18.1,4.2.6, Injury or Damage to Person or Property 4.2.7,6.2.2,9.4.2,9.6.4,9.6.7,9.6.8, 10.2.5, 10.3.3, 10.2.8, 10.4 11.3, 12.2.5, 13.3.1 Inspections Limitations of Time 3.1.3,3.3.3,3.7.1,4.2.2,4.2.6,4.2.9,9.4.2,9.8.3, 2.1.2,2.2,2.5,3.2.2,3.10,3.11,3.12.5,3.15.1,4.2.7, 9.9.2,9.10.1, 12.2.1, 13.4 5.2,5.3, 5.4.1,6.2.4,7.3,7.4, 8.2,9.2,9.3.1,9.3.3, Instructions to Bidders 9.4.1,9.5,9.6,9.7,9.8,9.9,9.10, 12.2, 13.4, 14, 15, 1.1.1 15.1.2, 15.1.3, 15.1.5 Instructions to the Contractor Materials,Hazardous 3.2.4,3.3.1,3.8.1,5.2.1,7,8.2.2, 12, 13.4.2 10.2.4, 10.3 Instruments of Service,Definition of Materials,Labor,Equipment and 1.1.7 1.1.3, 1.1.6,3.4.1,3.5,3.8.2,3.8.3,3.12,3.13,3.15.1, Insurance 5.2.1,6.2.1,7.3.4,9.3.2,9.3.3,9.5.1.3,9.10.2, 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 10.2.1.2, 10.2.4, 14.2.1.1, 14.2.1.2 Insurance,Notice of Cancellation or Expiration Means,Methods,Techniques,Sequences and 11.1.4, 11.2.3 Procedures of Construction Insurance,Contractor's Liability 3.3.1,3.12.10,4.2.2,4.2.7,9.4.2 11.1 Mechanic's Lien Insurance,Effective Date of 2.1.2,9.3.1,9.3.3,9.6.8,9.10.2,9.10.4, 15.2.8 8.2.2, 14.4.2 Mediation Insurance,Owner's Liability 8.3.1, 15.1.3.2, 15.2.1, 15.2.5, 15.2.6, 15.3, 15.4.1, 11.2 15.4.1.1 Insurance,Property Minor Changes in the Work 10.2.5, 11.2, 11.4, 11.5 1.1.1,3.4.2,3.12.8,4.2.8,7.1,7.4 Init. AIA Document A201 TM—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.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties. 6 Unauthorized reproduction or distribution of this AIA®Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:37:45 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1886476619) MISCELLANEOUS PROVISIONS Owner's Right to Clean Up 13 6.3 Modifications,Definition of Owner's Right to Perform Construction and to 1.1.1 Award Separate Contracts Modifications to the Contract 6.1 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, Owner's Right to Stop the Work 10.3.2 2.4 Mutual Responsibility Owner's Right to Suspend the Work 6.2 14.3 Nonconforming Work,Acceptance of Owner's Right to Terminate the Contract 9.6.6,9.9.3, 12.3 14.2, 14.4 Nonconforming Work,Rejection and Correction of Ownership and Use of Drawings,Specifications 2.4,2.5,3.5,4.2.6,6.2.4,9.5.1,9.8.2,9.9.3,9.10.4, and Other Instruments of Service 12.2 1.1.1, 1.1.6, 1.1.7, 1.5,2.3.6,3.2.2,3.11,3.17,4.2.12, Notice 5.3 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, Partial Occupancy or Use 3.3.1,3.7.4,3.7.5,3.9.2,3.12.9,3.12.10,5.2.1,7.4, 9.6.6,9.9 8.2.2 9.6.8,9.7,9.10.1, 10.2.8, 10.3.2, 11.5, 12.2.2.1, Patching,Cutting and 13.4.1, 13.4.2, 14.1, 14.2.2, 14.4.2, 15.1.3, 15.1.5, 3.14,6.2.5 15.1.6, 15.4.1 Patents Notice of Cancellation or Expiration of Insurance 3.17 11.1.4, 11.2.3 Payment,Applications for Notice of Claims 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, 1.6.2,2.1.2,3.7.4,9.6.8, 10.2.8, 15.1.3, 15.1.5, 15.1.6, 14.2.3, 14.2.4, 14.4.3 15.2.8, 15.3.2, 15.4.1 Payment,Certificates for Notice of Testing and Inspections 4.2.5,4.2.9,9.3.3,9.4,9.5,9.6.1,9.6.6,9.7,9.10.1, 13.4.1, 13.4.2 9.10.3, 14.1.1.3, 14.2.4 Observations,Contractor's Payment,Failure of 3.2,3.7.4 9.5.1.3,9.7,9.10.2, 13.5, 14.1.1.3, 14.2.1.2 Occupancy Payment,Final 2.3.1,9.6.6,9.8 4.2.1,4.2.9,9.10, 12.3, 14.2.4, 14.4.3 Orders,Written Payment Bond,Performance Bond and 1.1.1,2.4,3.9.2,7, 8.2.2, 11.5, 12.1, 12.2.2.1, 13.4.2, 7.3.4.4,9.6.7,9.10.3, 11.1.2 14.3.1 Payments,Progress OWNER 9.3,9.6,9.8.5,9.10.3, 14.2.3, 15.1.4 2 PAYMENTS AND COMPLETION Owner,Definition of 9 2.1.1 Payments to Subcontractors Owner,Evidence of Financial Arrangements 5.4.2,9.5.1.3,9.6.2,9.6.3,9.6.4,9.6.7, 14.2.1.2 2.2, 13.2.2, 14.1.1.4 PCB Owner,Information and Services Required of the 10.3.1 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, Performance Bond and Payment Bond 9.6.1,9.6.4,9.9.2,9.10.3, 10.3.3, 11.2, 13.4.1, 13.4.2, 7.3.4.4,9.6.7,9.10.3, 11.1.2 14.1.1.4, 14.1.4, 15.1.4 Permits,Fees,Notices and Compliance with Laws Owner's Authority 2.3.1,3.7,3.13,7.3.4.4, 10.2.2 1.5,2.1.1,2.3.32.4,2.5,3.4.2,3.8.1,3.12.10,3.14.2, PERSONS AND PROPERTY,PROTECTION OF 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, 10 7.3.1, 8.2.2, 8.3.1,9.3.2,9.5.1,9.6.4,9.9.1,9.10.2, Polychlorinated Biphenyl 10.3.2, 11.4, 11.5, 12.2.2, 12.3, 13.2.2, 14.3, 14.4, 10.3.1 15.2.7 Product Data,Definition of Owner's Insurance 3.12.2 11.2 Product Data and Samples,Shop Drawings Owner's Relationship with Subcontractors 3.11,3.12,4.2.7 1.1.2,5.2,5.3,5.4, 9.6.4,9.10.2, 14.2.2 Progress and Completion Owner's Right to Carry Out the Work 4.2.2,8.2,9.8,9.9.1, 14.1.4, 15.1.4 2.5, 14.2.2 Progress Payments 9.3,9.6,9.8.5,9.10.3, 14.2.3, 15.1.4 Init. AIA Document A201 TM—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.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties. 7 Unauthorized reproduction or distribution of this AIA®Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:37:45 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1886476619) Project,Definition of Separate Contracts and Contractors 1.1.4 1.1.4,3.12.5,3.14.2,4.2.4,4.2.7,6, 8.3.1, 12.1.2 Project Representatives Separate Contractors,Definition of 4.2.10 6.1.1 Property Insurance Shop Drawings,Definition of 10.2.5, 11.2 3.12.1 Proposal Requirements Shop Drawings,Product Data and Samples 1.1.1 3.11,3.12,4.2.7 PROTECTION OF PERSONS AND PROPERTY Site,Use of 10 3.13,6.1.1,6.2.1 Regulations and Laws Site Inspections 1.5,2.3.2,3.2.3,3.6,3.7,3.12.10,3.13,9.6.4,9.9.1, 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 10.2.2, 13.1, 13.3, 13.4.1, 13.4.2, 13.5, 14, 15.2.8, 15.4 Site Visits,Architect's Rejection of Work 3.7.4,4.2.2,4.2.9,9.4.2,9.5.1,9.9.2,9.10.1, 13.4 4.2.6, 12.2.1 Special Inspections and Testing Releases and Waivers of Liens 4.2.6, 12.2.1, 13.4 9.3.1,9.10.2 Specifications,Definition of Representations 1.1.6 3.2.1,3.5,3.12.6, 8.2.1,9.3.3,9.4.2,9.5.1,9.10.1 Specifications Representatives 1.1.1, 1.1.6, 1.2.2, 1.5,3.12.10,3.17,4.2.14 2.1.1,3.1.1,3.9,4.1.1,4.2.10, 13.2.1 Statute of Limitations Responsibility for Those Performing the Work 15.1.2, 15.4.1.1 3.3.2,3.18,4.2.2,4.2.3,5.3,6.1.3,6.2,6.3,9.5.1, 10 Stopping the Work Retainage 2.2.2,2.4,9.7, 10.3, 14.1 9.3.1,9.6.2,9.8.5,9.9.1,9.10.2,9.10.3 Stored Materials Review of Contract Documents and Field 6.2.1,9.3.2, 10.2.1.2, 10.2.4 Conditions by Contractor Subcontractor,Definition of 3.2,3.12.7,6.1.3 5.1.1 Review of Contractor's Submittals by Owner and SUBCONTRACTORS Architect 5 3.10.1,3.10.2,3.11,3.12,4.2,5.2,6.1.3,9.2,9.8.2 Subcontractors,Work by Review of Shop Drawings,Product Data and Samples 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, by Contractor 9.6.7 3.12 Subcontractual Relations Rights and Remedies 5.3,5.4,9.3.1.2,9.6,9.10, 10.2.1, 14.1, 14.2.1 1.1.2,2.4,2.5,3.5,3.7.4,3.15.2,4.2.6,5.3,5.4,6.1, Submittals 6.3,7.3.1,8.3,9.5.1,9.7, 10.2.5, 10.3, 12.2.1, 12.2.2, 3.10,3.11,3.12,4.2.7,5.2.1,5.2.3,7.3.4,9.2,9.3,9.8, 12.2.4, 13.3, 14, 15.4 9.9.1,9.10.2,9.10.3 Royalties,Patents and Copyrights Submittal Schedule 3.17 3.10.2,3.12.5,4.2.7 Rules and Notices for Arbitration Subrogation,Waivers of 15.4.1 6.1.1, 11.3 Safety of Persons and Property Substances,Hazardous 10.2, 10.4 10.3 Safety Precautions and Programs Substantial Completion 3.3.1,4.2.2,4.2.7,5.3, 10.1, 10.2, 10.4 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, Samples,Definition of 15.1.2 3.12.3 Substantial Completion,Definition of Samples,Shop Drawings,Product Data and 9.8.1 3.11,3.12,4.2.7 Substitution of Subcontractors Samples at the Site,Documents and 5.2.3,5.2.4 3.11 Substitution of Architect Schedule of Values 2.3.3 9.2,9.3.1 Substitutions of Materials Schedules,Construction 3.4.2,3.5,7.3.8 3.10,3.12.1,3.12.2,6.1.3, 15.1.6.2 Sub-subcontractor,Definition of 5.1.2 Init. AIA Document A201 TM—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.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties. $ Unauthorized reproduction or distribution of this AIA®Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:37:45 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1886476619) Subsurface Conditions Time Limits 3.7.4 2.1.2,2.2,2.5,3.2.2,3.10,3.11,3.12.5,3.15.1,4.2, Successors and Assigns 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, 13.2 9.5,9.6,9.7,9.8,9.9,9.10, 12.2, 13.4, 14, 15.1.2, Superintendent 15.1.3, 15.4 3.9, 10.2.6 Time Limits on Claims Supervision and Construction Procedures 3.7.4, 10.2.8, 15.1.2, 15.1.3 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, Title to Work 7.3.4, 8.2, 8.3.1,9.4.2, 10, 12, 14, 15.1.4 9.3.2,9.3.3 Suppliers UNCOVERING AND CORRECTION OF WORK 1.5,3.12.1,4.2.4,4.2.6,5.2.1,9.3,9.4.2,9.5.4,9.6, 12 9.10.5, 14.2.1 Uncovering of Work Surety 12.1 5.4.1.2,9.6.8,9.8.5,9.10.2,9.10.3, 11.1.2, 14.2.2, Unforeseen Conditions,Concealed or Unknown 15.2.7 3.7.4, 8.3.1, 10.3 Surety,Consent of Unit Prices 9.8.5,9.10.2,9.10.3 7.3.3.2,9.1.2 Surveys Use of Documents 1.1.7,2.3.4 1.1.1, 1.5,2.3.6,3.12.6,5.3 Suspension by the Owner for Convenience Use of Site 14.3 3.13,6.1.1,6.2.1 Suspension of the Work Values,Schedule of 3.7.5,5.4.2, 14.3 9.2,9.3.1 Suspension or Termination of the Contract Waiver of Claims by the Architect 5.4.1.1, 14 13.3.2 Taxes Waiver of Claims by the Contractor 3.6,3.8.2.1,7.3.4.4 9.10.5, 13.3.2, 15.1.7 Termination by the Contractor Waiver of Claims by the Owner 14.1, 15.1.7 9.9.3,9.10.3,9.10.4, 12.2.2.1, 13.3.2, 14.2.4, 15.1.7 Termination by the Owner for Cause Waiver of Consequential Damages 5.4.1.1, 14.2, 15.1.7 14.2.4, 15.1.7 Termination by the Owner for Convenience Waiver of Liens 14.4 9.3,9.10.2,9.10.4 Termination of the Architect Waivers of Subrogation 2.3.3 6.1.1, 11.3 Termination of the Contractor Employment Warranty 14.2.2 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 TERMINATION OR SUSPENSION OF THE Weather Delays CONTRACT 8.3, 15.1.6.2 14 Work,Definition of Tests and Inspections 1.1.3 3.1.3,3.3.3,3.7.1,4.2.2,4.2.6,4.2.9,9.4.2,9.8.3, Written Consent 9.9.2,9.10.1, 10.3.2, 12.2.1, 13.4 1.5.2,3.4.2,3.7.4,3.12.8,3.14.2,4.1.2,9.3.2,9.10.3, TIME 13.2, 13.3.2, 15.4.4.2 8 Written Interpretations Time,Delays and Extensions of 4.2.11,4.2.12 3.2.4,3.7.4,5.2.3,7.2.1,7.3.1,7.4,8.3,9.5.1,9.7, Written Orders 10.3.2, 10.4, 14.3.2, 15.1.6, 15.2.5 1.1.1,2.4,3.9,7,8.2.2, 12.1, 12.2, 13.4.2, 14.3.1 Inst. AIA Document A20111—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.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties. 9 Unauthorized reproduction or distribution of this AIA®Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:37:45 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1886476619) ARTICLE 1 GENERAL PROVISIONS §1.1 Basic Definitions §1.1.1 The Contract Documents The Contract Documents are enumerated in the Agreement between the Owner and Contractor(hereinafter the Agreement)and consist of the Agreement,Conditions of the Contract(General,Supplementary and other Conditions),Drawings,Specifications,Addenda issued prior to execution of the Contract,other documents listed in the Agreement,and Modifications issued after execution of the Contract.A Modification is(1)a written amendment to the Contract signed by both parties,(2)a Change Order,(3)a Construction Change Directive,or(4)a written order for a minor change in the Work issued by the Architect. Unless specifically enumerated in the Agreement,the Contract Documents do not include the advertisement or invitation to bid, Instructions to Bidders,sample forms,other information furnished by the Owner in anticipation of receiving bids or proposals,the Contractor's bid or proposal,or portions of Addenda relating to bidding or proposal requirements. §1.1.2 The Contract The Contract Documents form the Contract for Construction.The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations,representations,or agreements,either written or oral.The Contract may be amended or modified only by a Modification.The Contract Documents shall not be construed to create a contractual relationship of any kind(1)between the Contractor and the Architect or the Architect's consultants,(2)between the Owner and a Subcontractor or a Sub-subcontractor,(3)between the Owner and the Architect or the Architect's consultants,or(4)between any persons or entities other than the Owner and the Contractor.The Architect shall,however,be entitled to performance and enforcement of obligations under the Contract intended to facilitate performance of the Architect's duties. §1.1.3 The Work The term "Work"means the construction and services required by the Contract Documents,whether completed or partially completed,and includes all other labor,materials,equipment,and services provided or to be provided by the Contractor to fulfill the Contractor's obligations.The Work may constitute the whole or a part of the Project. § 1.1.4 The Project The Project is the total construction of which the Work performed under the Contract Documents may be the whole or a part and which may include construction by the Owner and by Separate Contractors. §1.1.5 The Drawings The Drawings are the graphic and pictorial portions of the Contract Documents showing the design,location and dimensions of the Work,generally including plans,elevations,sections,details,schedules,and diagrams. §1.1.6 The Specifications The Specifications are that portion of the Contract Documents consisting of the written requirements for materials,equipment,systems,standards and workmanship for the Work,and performance of related services. §1.1.7 Instruments of Service Instruments of Service are representations,in any medium of expression now known or later developed,of the tangible and intangible creative work performed by the Architect and the Architect's consultants under their respective professional services agreements.Instruments of Service may include,without limitation,studies, surveys,models,sketches,drawings,specifications,and other similar materials. §1.1.8 Initial Decision Maker The Initial Decision Maker is the person identified in the Agreement to render initial decisions on Claims in accordance with Section 15.2.The Initial Decision Maker shall not show partiality to the Owner or Contractor and shall not be liable for results of interpretations or decisions rendered in good faith. Init. AIA Document A201 TM—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.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties. D Unauthorized reproduction or distribution of this AIA®Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:37:45 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1886476619) §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 The invalidity of any provision of the Contract Documents shall not invalidate the Contract or its remaining provisions.If it is determined that any provision of the Contract Documents violates any law,or is otherwise invalid or unenforceable,then that provision shall be revised to the extent necessary to make that provision legal and enforceable.In such case the Contract Documents shall be construed,to the fullest extent permitted by law,to give effect to the parties'intentions and purposes in executing the Contract. §1.2.2 Organization of the Specifications into divisions,sections and articles,and arrangement of Drawings shall not control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade. §1.2.3 Unless otherwise stated in the Contract Documents,words that have well-known technical or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings. §1.3 Capitalization Terms capitalized in these General Conditions include those that are(1)specifically defined,(2)the titles of numbered articles,or(3)the titles of other documents published by the American Institute of Architects. §1.4 Interpretation In the interest of brevity the Contract Documents frequently omit modifying words such as "all" and "any" and articles such as"the"and "an,"but the fact that a modifier or an article is absent from one statement and appears in another is not intended to affect the interpretation of either statement. §1.5 Ownership and Use of Drawings,Specifications,and Other Instruments of Service §1.5.1 The Architect and the Architect's consultants shall be deemed the authors and owners of their respective Instruments of Service,including the Drawings and Specifications,and retain all common law,statutory,and other reserved rights in their Instruments of Service,including copyrights.The Contractor,Subcontractors, Sub-subcontractors,and suppliers shall not own or claim a copyright in the Instruments of Service.Submittal or distribution to meet official regulatory requirements or for other purposes in connection with the Project is not to be construed as publication in derogation of the Architect's or Architect's consultants' reserved rights. §1.5.2 The Contractor,Subcontractors,Sub-subcontractors,and suppliers are authorized to use and reproduce the Instruments of Service provided to them,subject to any protocols established pursuant to Sections 1.7 and 1.8,solely and exclusively for execution of the Work.All copies made under this authorization shall bear the copyright notice,if any,shown on the Instruments of Service.The Contractor,Subcontractors, Sub-subcontractors,and suppliers may not use the Instruments of Service on other projects or for additions to the Project outside the scope of the Work without the specific written consent of the Owner,Architect,and the Architect's consultants. §1.6 Notice § 1.6.1 Except as otherwise provided in Section 1.6.2,where the Contract Documents require one party to notify or give notice to the other party,such notice shall be provided in writing to the designated representative of the party to whom the notice is addressed and shall be deemed to have been duly served if delivered in person,by mail,by courier,or by electronic transmission if a method for electronic transmission is set forth in the Agreement. § 1.6.2 Notice of Claims as provided in Section 15.1.3 shall be provided in writing and shall be deemed to have been duly served only if delivered to the designated representative of the party to whom the notice is addressed by certified or registered mail,or by courier providing proof of delivery. Init. 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.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties. 11 Unauthorized reproduction or distribution of this AIA®Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:37:45 on 12/1812017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1886476619) (Paragraphs deleted) § 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 E203T"L-2013,Building Information Modeling and Digital Data Exhibit, and the requisite AIA Document G202T"L-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. 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. (Paragraphs deleted) §2.2.4 Where the Owner has designated information furnished under this Section 2.2 as"confidential,"the Contractor shall keep the information confidential and shall not disclose it to any other person.However,the Contractor may disclose"confidential"information,after seven(7)days' notice to the Owner,where disclosure is required by law, including a subpoena or other form of compulsory legal process issued by a court or governmental entity,or by court or arbitrator(s)order.The Contractor may also disclose"confidential" information to its employees,consultants, sureties,Subcontractors and their employees, Sub-subcontractors,and others who need to know the content of such information solely and exclusively for the Project and who agree to maintain the confidentiality of such information. §2.3 Information and Services Required of the Owner (Paragraph deleted) §2.3.2 The Owner shall retain an architect lawfully licensed to practice architecture,or an entity lawfully practicing architecture, in the jurisdiction where the Project is located.That person or entity is identified as the Architect in the Agreement and is referred to throughout the Contract Documents as if singular in number. §2.3.3 If the employment of the Architect terminates,the Owner shall employ a successor to whom the Contractor has no reasonable objection and whose status under the Contract Documents shall be that of the Architect. §2.3.4 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project,and a legal description of the site.The Contractor shall be entitled to rely on the accuracy of information furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work. §2.3.5 The Owner shall furnish information or services required of the Owner by the Contract Documents with reasonable promptness.The Owner shall also furnish any other information or services under the Owner's control and relevant to the Contractor's performance of the Work with reasonable promptness after receiving the Contractor's written request for such information or services. §2.3.6 Unless otherwise provided in the Contract Documents,the Owner shall furnish to the Contractor one copy of the Contract Documents for purposes of making reproductions pursuant to Section 1.5.2. §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 Init. AIA Document A201 T"—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.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties. 12 Unauthorized reproduction or distribution of this AIA®Document,or any portion of it,may result in severe civil and criminal penalties,and will be t prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:37:45 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1886476619) been eliminated;however,the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity,except to the extent required by Section 6.1.3. §2.5 Owner's Right to Carry Out the Work If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a ten-day period after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness,the Owner may,without prejudice to other remedies the Owner may have,correct such default or neglect.Such action by the Owner and amounts charged to the Contractor are both subject to prior approval of the Architect and the Architect may,pursuant to Section 9.5.1,withhold or nullify a Certificate for Payment in whole or in part,to the extent reasonably necessary to reimburse the Owner for the reasonable cost of correcting such deficiencies,including Owner's expenses and compensation for the Architect's additional services made necessary by such default,neglect,or failure.If current and future payments are not sufficient to cover such amounts,the Contractor shall pay the difference to the Owner.If the Contractor disagrees with the actions of the Owner or the Architect,or the amounts claimed as costs to the Owner,the Contractor may file a Claim pursuant to Article 15. ARTICLE 3 CONTRACTOR §3.1 General §3.1.1 The Contractor is also referred to at times as Construction Manager or Construction Manager at Risk and 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,Construction Manager,Construction Manager or Risk,or their authorized representative. §3.1.2 The Contractor shall perform the Work in accordance with the Contract Documents. §3.1.3 The Contractor shall not be relieved of its obligations to perform the Work in accordance with the Contract Documents either by activities or duties of the Architect in the Architect's administration of the Contract,or by tests, inspections or approvals required or performed by persons or entities other than the Contractor. §3.2 Review of Contract Documents and Field Conditions by Contractor §3.2.1 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site,become generally familiar with local conditions under which the Work is to be performed,and correlated personal observations with requirements of the Contract Documents. §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 Drawings and Specifications 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 Drawings and Specifications;however,the Contractor shall promptly report to the Architect any errors, inconsistencies or omissions discovered by or made known to the Contractor as a request for information in such form as the Architect may require.It is recognized that the Contractor's review is made in the Contractor's capacity as a contractor and not as a licensed design professional, unless otherwise specifically provided in the Contract Documents. §3.2.3 The Contractor is not required to ascertain that the Drawings and Specifications are in accordance with applicable laws,statutes,ordinances,codes,rules and regulations,or lawful orders of public authorities, but the Contractor shall promptly report to the Architect any nonconformity discovered by or made known to the Contractor as a request for information in such form as the Architect may require. §3.2.4 If the Contractor believes that additional cost or time is involved because of clarifications or instructions the Architect issues in response to the Contractor's notices or requests for information pursuant to Sections 3.2.2 or 3.2.3, the Contractor shall submit Claims as provided in Article 15.If the Contractor fails to perform the obligations of Sections 3.2.2 or 3.2.3,the Contractor shall pay such costs and damages to the Owner,subject to Section 15.1.7,as Init. AIA Document A201 W—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.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties. 13 Unauthorized reproduction or distribution of this AIA®Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:37:45 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1886476619) 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 Drawings and Specifications 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. §3.5 Warranty §3.5.1 The Contractor warrants to the Owner and Architect that materials and equipment furnished under the Contract will be of good quality and new unless the Contract Documents require or permit otherwise.The Contractor further warrants that the Work will conform to the requirements of the Contract Documents and will be free from defects,except for those inherent in the quality of the Work the Contract Documents require or permit.Work,materials,or equipment not conforming to these requirements may be considered defective. The Contractor's warranty excludes remedy for damage or defect caused by abuse,alterations to the Work not executed by the Contractor,improper or insufficient maintenance,improper operation,or normal wear and tear and normal usage.If required by the Architect,the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. §3.5.2 All material,equipment,or other special warranties required by the Contract Documents shall be issued in the name of the Owner,or shall be transferable to the Owner,and shall commence in accordance with Section 9.8.4. Init. AIA Document A201 TM—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.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties. 14 Unauthorized reproduction or distribution of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:37:45 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1886476619) §3.6 Taxes The Contractor shall pay sales,consumer,use and similar taxes for the Work provided by the Contractor that are legally enacted when bids are received or negotiations concluded,whether or not yet effective or merely scheduled to go into effect. §3.7 Permits,Fees,Notices and Compliance with Laws §3.7.1 Unless otherwise provided in the Contract Documents,the Contractor shall secure and pay for the building permit as well as for other permits,fees,licenses,and inspections by government agencies necessary for proper execution and completion of the Work that are customarily secured after execution of the Contract and legally required at the time bids are received or negotiations concluded. §3.7.2 The Contractor shall comply with and give notices required by applicable laws,statutes,ordinances,codes, rules and regulations,and lawful orders of public authorities applicable to performance of the Work. §3.7.3 If the Contractor performs Work knowing it to be contrary to applicable laws,statutes,ordinances,codes,rules and regulations,or lawful orders of public authorities,the Contractor shall assume appropriate responsibility for such Work and shall bear the costs attributable to correction. §3.7.4 Concealed or Unknown Conditions If the Contractor encounters conditions at the site that are(1)subsurface or otherwise concealed physical conditions that differ materially from those indicated in the Contract Documents or(2)unknown physical conditions of an unusual nature that differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract Documents,the Contractor shall promptly provide notice to the Owner and the Architect before conditions are disturbed and in no event later than 14 days after first observance of the conditions.The Architect will promptly investigate such conditions and,if the Architect determines that they differ materially and cause an increase or decrease in the Contractor's cost of,or time required for, performance of any part of the Work,will recommend that an equitable adjustment be made in the Contract Sum or Contract Time,or both.If the Architect determines that the conditions at the site are not materially different from those indicated in the Contract Documents and that no change in the terms of the Contract is justified,the Architect shall promptly notify the Owner and Contractor,stating the reasons.If either party disputes the Architect's determination or recommendation,that party may submit a Claim as provided in Article 15. §3.7.5 If,in the course of the Work,the Contractor encounters human remains or recognizes the existence of burial markers,archaeological sites or wetlands not indicated in the Contract Documents,the Contractor shall immediately suspend any operations that would affect them and shall notify the Owner and Architect.Upon receipt of such notice, the Owner shall promptly take any action necessary to obtain governmental authorization required to resume the operations.The Contractor shall continue to suspend such operations until otherwise instructed by the Owner but shall continue with all other operations that do not affect those remains or features.Requests for adjustments in the Contract Sum and Contract Time arising from the existence of such remains or features may be made as provided in Article 15. §3.8 Allowances §3.8.1 The Contractor shall include in the Contract Sum all allowances stated in the Contract Documents.Items covered by allowances shall be supplied for such amounts and by such persons or entities as the Owner may direct,but the Contractor shall not be required to employ persons or entities to whom the Contractor has reasonable objection. §3.8.2 Unless otherwise provided in the Contract Documents, .1 allowances shall cover the cost to the Contractor of materials and equipment delivered at the site and all required taxes, less applicable trade discounts; .2 Contractor's costs for unloading and handling at the site,labor,installation costs,overhead,profit,and other expenses contemplated for stated allowance amounts shall be included in the Contract Sum but not in the allowances;and .3 whenever costs are more than or less than allowances,the Contract Sum shall be adjusted accordingly by Change Order.The amount of the Change Order shall reflect(1)the difference between actual costs and the allowances under Section 3.8.2.1 and(2)changes in Contractor's costs under Section 3.8.2.2. §3.8.3 Materials and equipment under an allowance shall be selected by the Owner with reasonable promptness. Init. AIA Document A201 TI—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.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties. 5 Unauthorized reproduction or distribution of this AIA°Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:37:45 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1886476619) §3.9 Superintendent §3.9.1 The Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance at the Project site during performance of the Work. The superintendent shall represent the Contractor,and communications given to the superintendent shall be as binding as if given to the Contractor. §3.9.2 The Contractor,as soon as practicable after award of the Contract,shall notify the Owner and Architect of the name and qualifications of a proposed superintendent. Within 14 days of receipt of the information,the Architect may notify the Contractor,stating whether the Owner or the Architect(1)has reasonable objection to the proposed superintendent or(2)requires additional time for review.Failure of the Architect to provide notice within the 14-day period shall constitute notice of no reasonable objection. §3.9.3 The Contractor shall not employ a proposed superintendent to whom the Owner or Architect has made reasonable and timely objection.The Contractor shall not change the superintendent without the Owner's consent, which shall not unreasonably be withheld or delayed. §3.10 Contractor's Construction and Submittal Schedules §3.10.1 The Contractor,promptly after being awarded the Contract,shall submit for the Owner's and Architect's information a Contractor's construction schedule for the Work.The schedule shall contain detail appropriate for the Project,including(1)the date of commencement of the Work,interim schedule milestone dates,and the date of Substantial Completion;(2)an apportionment of the Work by construction activity;and (3)the time required for completion of each portion of the Work.The schedule shall provide for the orderly progression of the Work to completion and shall not exceed time limits current under the Contract Documents. The schedule shall be revised at appropriate intervals as required by the conditions of the Work and Project. §3.10.2 The Contractor,promptly after being awarded the Contract and thereafter as necessary to maintain a current submittal schedule,shall submit a submittal schedule for the Architect's approval.The Architect's approval shall not be unreasonably delayed or withheld.The submittal schedule shall(1)be coordinated with the Contractor's construction schedule,and(2)allow the Architect reasonable time to review submittals.If the Contractor fails to submit a submittal schedule,or fails to provide submittals in accordance with the approved submittal schedule,the Contractor shall not be entitled to any increase in Contract Sum or extension of Contract Time based on the time required for review of submittals. §3.10.3 The Contractor shall perform the Work in general accordance with the most recent schedules submitted to the Owner and Architect. §3.11 Documents and Samples at the Site The Contractor shall make available,at the Project site,the Contract Documents,including Change Orders, Construction Change Directives,and other Modifications, in good order and marked currently to indicate field changes and selections made during construction,and the approved Shop Drawings,Product Data, Samples,and similar required submittals.These shall be in electronic form or paper copy,available to the Architect and Owner,and delivered to the Architect for submittal to the Owner upon completion of the Work as a record of the Work as constructed. §3.12 Shop Drawings,Product Data and Samples §3.12.1 Shop Drawings are drawings,diagrams,schedules,and other data specially prepared for the Work by the Contractor or a Subcontractor, Sub-subcontractor,manufacturer,supplier,or distributor to illustrate some portion of the Work. §3.12.2 Product Data are illustrations,standard schedules,performance charts, instructions,brochures,diagrams,and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work. §3.12.3 Samples are physical examples that illustrate materials,equipment,or workmanship,and establish standards by which the Work will be judged. §3.12.4 Shop Drawings,Product Data,Samples,and similar submittals are not Contract Documents.Their purpose is to demonstrate how the Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents for those portions of the Work for which the Contract Documents require submittals.Review Init. AIA Document A201 TM—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.WARNING:This AIA°Document is protected by U.S.Copyright Law and International Treaties. 16 Unauthorized reproduction or distribution of this AIA®Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:37:45 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1886476619) by the Architect is subject to the limitations of Section 4.2.7.Informational submittals upon which the Architect is not expected to take responsive action may be so identified in the Contract Documents.Submittals that are not required by the Contract Documents may be returned by the Architect without action. §3.12.5 The Contractor shall review for compliance with the Contract Documents,approve,and submit to the Architect, Shop Drawings,Product Data, Samples,and similar submittals required by the Contract Documents,in accordance with the submittal schedule approved by the Architect or, in the absence of an approved submittal schedule,with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of the Owner or of Separate Contractors. §3.12.6 By submitting Shop Drawings,Product Data,Samples,and similar submittals,the Contractor represents to the Owner and Architect that the Contractor has(1)reviewed and approved them,(2)determined and verified materials, field measurements and field construction criteria related thereto,or will do so,and(3)checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract Documents. §3.12.7 The Contractor shall perform no portion of the Work for which the Contract Documents require submittal and review of Shop Drawings,Product Data,Samples,or similar submittals,until the respective submittal has been approved by the Architect. §3.12.8 The Work shall be in accordance with approved submittals except that the Contractor shall not be relieved of responsibility for deviations from the requirements of the Contract Documents by the Architect's approval of Shop Drawings,Product Data, Samples,or similar submittals,unless the Contractor has specifically notified the Architect of such deviation at the time of submittal and(1)the Architect has given written approval to the specific deviation as a minor change in the Work,or(2)a Change Order or Construction Change Directive has been issued authorizing the deviation.The Contractor shall not be relieved of responsibility for errors or omissions in Shop Drawings,Product Data,Samples,or similar submittals,by the Architect's approval thereof. §3.12.9 The Contractor shall direct specific attention,in writing or on resubmitted Shop Drawings,Product Data, Samples,or similar submittals,to revisions other than those requested by the Architect on previous submittals.In the absence of such notice,the Architect's approval of a resubmission shall not apply to such revisions. §3.12.10 The Contractor shall not be required to provide professional services that constitute the practice of architecture or engineering unless such services are specifically required by the Contract Documents for a portion of the Work or unless the Contractor needs to provide such services in order to carry out the Contractor's responsibilities for construction means,methods,techniques,sequences,and procedures.The Contractor shall not be required to provide professional services in violation of applicable law. §3.12.10.1 If professional design services or certifications by a design professional related to systems,materials,or equipment are specifically required of the Contractor by the Contract Documents,the Owner and the Architect will 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. ]nit. AIA Document A201 T'"—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.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties. 17 Unauthorized reproduction or distribution of this AIA®Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:37:45 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1886476619) §3.13 Use of Site The Contractor shall confine operations at the site to areas permitted by applicable laws,statutes,ordinances,codes, rules and regulations, lawful orders of public authorities,and the Contract Documents and shall not unreasonably encumber the site with materials or equipment. §3.14 Cutting and Patching §3.14.1 The Contractor shall be responsible for cutting,fitting,or patching required to complete the Work or to make its parts fit together properly.All areas requiring cutting,fitting,or patching shall be restored to the condition existing prior to the cutting,fitting,or patching,unless otherwise required by the Contract Documents. §3.14.2 The Contractor shall not damage or endanger a portion of the Work or fully or partially completed construction of the Owner or Separate Contractors by cutting,patching,or otherwise altering such construction,or by excavation.The Contractor shall not cut or otherwise alter construction by the Owner or a Separate Contractor except with written consent of the Owner and of the Separate Contractor.Consent shall not be unreasonably withheld.The Contractor shall not unreasonably withhold,from the Owner or a Separate Contractor,its consent to cutting or otherwise altering the Work. §3.15 Cleaning Up §3.15.1 The Contractor shall keep the premises and surrounding area free from accumulation of waste materials and rubbish caused by operations under the Contract.At completion of the Work,the Contractor shall remove waste materials,rubbish,the Contractor's tools,construction equipment,machinery,and surplus materials from and about the Project. §3.15.2 If the Contractor fails to clean up as provided in the Contract Documents,the Owner may do so and the Owner shall be entitled to reimbursement from the Contractor. §3.16 Access to Work The Contractor shall provide the Owner and Architect with access to the Work in preparation and progress wherever located. §3.17 Royalties,Patents and Copyrights The Contractor shall pay all royalties and license fees.The Contractor shall defend suits or claims for infringement of copyrights and patent rights and shall hold the Owner and Architect harmless from loss on account thereof,but shall not be responsible for defense or loss when a particular design,process,or product of a particular manufacturer or manufacturers is required by the Contract Documents,or where the copyright violations are contained in Drawings, Specifications,or other documents prepared by the Owner or Architect.However,if an infringement of a copyright or patent is discovered by,or made known to,the Contractor,the Contractor shall be responsible for the loss unless the information is promptly furnished to the Architect. §3.18 Indemnification §3.18.1 To the fullest extent permitted by law,the Contractor shall indemnify and hold harmless the Owner, Architect,Architect's consultants,and agents and employees of any of them from and against claims,damages, losses,and expenses,including but not limited to attorneys'fees,arising out of or resulting from performance of the Work,provided that such claim,damage,loss,or expense is attributable to bodily injury,sickness, disease or death,or to injury to or destruction of tangible property(other than the Work itself),but only to the extent caused by the negligent acts or omissions of the Contractor,a Subcontractor,anyone directly or indirectly employed by them,or anyone for whose acts they may be liable,regardless of whether or not such claim,damage,loss,or expense is caused in part by a party indemnified hereunder.Such obligation shall not be construed to negate,abridge,or reduce other rights or obligations of indemnity that would otherwise exist as to a party or person described in this Section 3.18. §3.18.2 In claims against any person or entity indemnified under this Section 3.18 by an employee of the Contractor,a Subcontractor,anyone directly or indirectly employed by them,or anyone for whose acts they may be liable,the indemnification obligation under Section 3.18.1 shall not be limited by a limitation on amount or type of damages,compensation,or benefits payable by or for the Contractor or a Subcontractor under workers'compensation acts,disability benefit acts,or other employee benefit acts. Init. AIA Document A201 I"—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.WARNING:This AIA°Document is protected by U.S.Copyright Law and International Treaties. 18 Unauthorized reproduction or distribution of this AIA®Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:37:45 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1886476619) 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.Nothing herein shall change or modify the obligations of the Architect to the Owner. §4.1.2 Duties,responsibilities,and limitations of authority of the Architect as set forth in the Contract Documents shall not be restricted,modified,or extended without written consent of the Owner,Contractor,and Architect.Consent shall not be unreasonably withheld. §4.2 Administration of the Contract §4.2.1 The Architect will provide administration of the Contract as described in the Contract Documents and will be an Owner's representative during construction until the date the Architect issues the final Certificate for Payment.The Architect will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents. §4.2.2 The Architect will visit the site at intervals appropriate to the stage of construction,or as otherwise agreed with the Owner,to become generally familiar with the progress and quality of the portion of the Work completed,and to determine in general if the Work observed is being performed in a manner indicating that the Work,when fully completed,will be in accordance with the Contract Documents.However,the Architect will not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work.The Architect will not have control over,charge of,or responsibility for the construction means,methods,techniques,sequences or procedures,or for the safety precautions and programs in connection with the Work,since these are solely the Contractor's rights and responsibilities under the Contract Documents. §4.2.3 On the basis of the site visits,the Architect will keep the Owner reasonably informed about the progress and quality of the portion of the Work completed,and promptly report to the Owner(1)known deviations from the Contract Documents,(2)known deviations from the most recent construction schedule submitted by the Contractor, and(3)defects and deficiencies observed in the Work. The Architect will not be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents.The Architect will not have control over or charge of,and will not be responsible for acts or omissions of,the Contractor,Subcontractors,or their agents or employees,or any other persons or entities performing portions of the Work. §4.2.4 Communications The Owner and Contractor shall include the Architect in all communications that relate to or affect the Architect's services or professional responsibilities.The Owner shall promptly notify the Architect of the substance of any direct communications between the Owner and the Contractor otherwise relating to the Project. Communications by and with the Architect's consultants shall be through the Architect. Communications by and with Subcontractors and suppliers shall be through the Contractor. Communications by and with Separate Contractors shall be through the Owner.The Contract Documents may specify other communication protocols. §4.2.5 Based on the Architect's evaluations of the Contractor's Applications for Payment,the Architect will review and certify the amounts due the Contractor and will issue Certificates for Payment in such amounts. §4.2.6 The Architect has authority to reject Work that does not conform to the Contract Documents.Whenever the Architect considers it necessary or advisable,the Architect will have authority to require inspection or testing of the Work in accordance with Sections 13.4.2 and 13.4.3,whether or not the Work is fabricated, installed or completed. However,neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors,suppliers, their agents or employees,or other persons or entities performing portions of the Work.Nothing herein shall change or modify the obligations of the Architect to the Owner. §4.2.7 The Architect will review and approve,or take other appropriate action upon,the Contractor's submittals such as Shop Drawings,Product Data,and Samples,but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Architect's action will be taken in accordance with the submittal schedule approved by the Architect or,in the absence of an approved submittal schedule,with reasonable promptness while allowing sufficient time in the Architect's professional judgment to permit adequate review.Review of such submittals is not conducted for the purpose of determining the accuracy and Init. AIA Document A201 TM—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.WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties. 19 Unauthorized reproduction or distribution of this AIA°Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:37:45 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1886476619) 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. 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. /nit. AIA Document A20111—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.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties. 20 Unauthorized reproduction or distribution of this AIA®Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:37:45 on 1 2/1 81201 7 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1886476619) §5.2.2 The Contractor shall not contract with a proposed person or entity to whom the Owner or Architect has made reasonable and timely objection.The Contractor shall not be required to contract with anyone to whom the Contractor has made reasonable objection. §5.2.3 If the Owner or Architect has reasonable objection to a person or entity proposed by the Contractor,the Contractor shall propose another to whom the Owner or Architect has no reasonable objection. If the proposed but rejected Subcontractor was reasonably capable of performing the Work,the Contract Sum and Contract Time shall be increased or decreased by the difference,if any,occasioned by such change,and an appropriate Change Order shall be issued before commencement of the substitute Subcontractor's Work.However,no increase in the Contract Sum or Contract Time shall be allowed for such change unless the Contractor has acted promptly and responsively in submitting names as required. §5.2.4 The Contractor shall not substitute a Subcontractor,person,or entity for one previously selected if the Owner or Architect makes reasonable objection to such substitution. §5.3 Subcontractual Relations By appropriate written agreement,the Contractor shall require each Subcontractor,to the extent of the Work to be performed by the Subcontractor,to be bound to the Contractor by terms of the Contract Documents,and to assume toward the Contractor all the obligations and responsibilities, including the responsibility for safety of the Subcontractor's Work that the Contractor,by these Contract Documents,assumes toward the Owner and Architect. Each subcontract agreement shall preserve and protect the rights of the Owner and Architect under the Contract Documents with respect to the Work to be performed by the Subcontractor so that subcontracting thereof will not prejudice such rights,and shall allow to the Subcontractor,unless specifically provided otherwise in the subcontract agreement,the benefit of all rights,remedies,and redress against the Contractor that the Contractor,by the Contract Documents,has against the Owner.Where appropriate,the Contractor shall require each Subcontractor to enter into similar agreements with Sub-subcontractors. The Contractor shall make available to each proposed Subcontractor, prior to the execution of the subcontract agreement,copies of the Contract Documents to which the Subcontractor will be bound,and,upon written request of the Subcontractor, identify to the Subcontractor terms and conditions of the proposed subcontract agreement that may be at variance with the Contract Documents. Subcontractors will similarly make copies of applicable portions of such documents available to their respective proposed Sub-subcontractors. §5.4 Contingent Assignment of Subcontracts §5.4.1 Each subcontract agreement for a portion of the Work is assigned by the Contractor to the Owner,provided that .1 assignment is effective only after termination of the Contract by the Owner for cause pursuant to Section 14.2 and only for those subcontract agreements that the Owner accepts by notifying the Subcontractor and Contractor;and .2 assignment is subject to the prior rights of the surety,if any,obligated under bond relating to the Contract. When the Owner accepts the assignment of a subcontract agreement,the Owner assumes the Contractor's rights and obligations under the subcontract. §5.4.2 Upon such assignment,if the Work has been suspended for more than 30 days,the Subcontractor's compensation shall be equitably adjusted for increases in cost resulting from the suspension. §5.4.3 Upon assignment to the Owner under this Section 5.4,the Owner may further assign the subcontract to a successor contractor or other entity.If the Owner assigns the subcontract to a successor contractor or other entity,the Owner shall nevertheless remain legally responsible for all of the successor contractor's obligations under the subcontract. ARTICLE 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS §6.1 Owner's Right to Perform Construction and to Award Separate Contracts §6.1.1 The term"Separate Contractor(s)"shall mean other contractors retained by the Owner under separate agreements.The Owner reserves the right to perform construction or operations related to the Project with the Owner's own forces, and with Separate Contractors retained under Conditions of the Contract substantially similar to those of this Contract, including those provisions of the Conditions of the Contract related to insurance and waiver of subrogation. Init. AIA Document A20111—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.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties. 21 Unauthorized reproduction or distribution of this AIA®Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:37:45 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1886476619) §6.1.2 When separate contracts are awarded for different portions of the Project or other construction or operations on the site,the term "Contractor"in the Contract Documents in each case shall mean the Contractor who executes each separate Owner-Contractor Agreement. §6.1.3 The Owner shall provide for coordination of the activities of the Owner's own forces and of each Separate Contractor with the Work of the Contractor,who shall cooperate with them.The Contractor shall participate with any Separate Contractors and the Owner in reviewing their construction schedules.The Contractor shall make any revisions to its construction schedule deemed necessary after a joint review and mutual agreement.The construction schedules shall then constitute the schedules to be used by the Contractor, Separate Contractors,and the Owner until subsequently revised. §6.1.4 Unless otherwise provided in the Contract Documents,when the Owner performs construction or operations related to the Project with the Owner's own forces or with Separate Contractors,the Owner or its Separate Contractors shall have the same obligations and rights that the Contractor has under the Conditions of the Contract,including, without excluding others,those stated in Article 3,this Article 6,and Articles 10, 11,and 12. §6.2 Mutual Responsibility §6.2.1 The Contractor shall afford the Owner and Separate Contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activities,and shall connect and coordinate the Contractor's construction and operations with theirs as required by the Contract Documents. §6.2.2 If part of the Contractor's Work depends for proper execution or results upon construction or operations by the Owner or a Separate Contractor,the Contractor shall,prior to proceeding with that portion of the Work,promptly notify the Architect of apparent discrepancies or defects in the construction or operations by the Owner or Separate Contractor that would render it unsuitable for proper execution and results of the Contractor's Work.Failure of the Contractor to notify the Architect of apparent discrepancies or defects prior to proceeding with the Work shall constitute an acknowledgment that the Owner's or Separate Contractor's completed or partially completed construction is fit and proper to receive the Contractor's Work.The Contractor shall not be responsible for discrepancies or defects in the construction or operations by the Owner or Separate Contractor that are not apparent. §6.2.3 The Contractor shall reimburse the Owner for costs the Owner incurs that are payable to a Separate Contractor because of the Contractor's delays,improperly timed activities or defective construction.The Owner shall be responsible to the Contractor for costs the Contractor incurs because of a Separate Contractor's delays,improperly timed activities,damage to the Work or defective construction. §6.2.4 The Contractor shall promptly remedy damage that the Contractor wrongfully causes to completed or partially completed construction or to property of the Owner or Separate Contractor as provided in Section 10.2.5. §6.2.5 The Owner and each Separate Contractor shall have the same responsibilities for cutting and patching as are described for the Contractor in Section 3.14. §6.3 Owner's Right to Clean Up If a dispute arises among the Contractor,Separate Contractors,and the Owner as to the responsibility under their respective contracts for maintaining the premises and surrounding area free from waste materials and rubbish,the Owner may clean up and the Architect will allocate the cost among those responsible. ARTICLE 7 CHANGES IN THE WORK §7.1 General §7.1.1 Changes in the Work may be accomplished after execution of the Contract,and without invalidating the Contract,by Change Order,Construction Change Directive or order for a minor change in the Work,subject to the limitations stated in this Article 7 and elsewhere in the Contract Documents. §7.1.2 A Change Order shall be based upon agreement among the Owner,Contractor,and Architect. A Construction Change Directive requires agreement by the Owner and Architect and may or may not be agreed to by the Contractor. An order for a minor change in the Work may be issued by the Architect alone. Init. AIA Document A201 T'^—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.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties. 22 Unauthorized reproduction or distribution of this AIA®Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:37:45 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1886476619) §7.1.3 Changes in the Work shall be performed under applicable provisions of the Contract Documents. The Contractor shall proceed promptly with changes in the Work,unless otherwise provided in the Change Order, Construction Change Directive,or order for a minor change in the Work. §7.2 Change Orders §7.2.1 A Change Order is a written instrument prepared by the Architect and signed by the Owner,Contractor,and Architect stating their agreement upon all of the following: .1 The change in the Work; .2 The amount of the adjustment,if any,in the Contract Sum;and .3 The extent of the adjustment, if any,in the Contract Time. §7.3 Construction Change Directives §7.3.1 A Construction Change Directive is a written order prepared by the Architect and signed by the Owner and Architect,directing a change in the Work prior to agreement on adjustment,if any, in the Contract Sum or Contract Time,or both.The Owner may by Construction Change Directive,without invalidating the Contract,order changes in the Work within the general scope of the Contract consisting of additions,deletions,or other revisions,the Contract Sum and Contract Time being adjusted accordingly. §7.3.2 A Construction Change Directive shall be used in the absence of total agreement on the terms of a Change Order. §7.3.3 If the Construction Change Directive provides for an adjustment to the Contract Sum,the adjustment shall be based on one of the following methods: .1 Mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation; .2 Unit prices stated in the Contract Documents or subsequently agreed upon; .3 Cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee; or .4 As provided in Section 7.3.4. §7.3.4 If the Contractor does not respond promptly or disagrees with the method for adjustment in the Contract Sum, the Architect shall determine the adjustment on the basis of reasonable expenditures and savings of those performing the Work attributable to the change,including,in case of an increase in the Contract Sum,an amount for overhead and profit as set forth in the Agreement,or if no such amount is set forth in the Agreement,a reasonable amount.In such case,and also under Section 7.3.3.3,the Contractor shall keep and present, in such form as the Architect may prescribe,an itemized accounting together with appropriate supporting data.Unless otherwise provided in the Contract Documents,costs for the purposes of this Section 7.3.4 shall be limited to the following: .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. Init. 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.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties. 23 Unauthorized reproduction or distribution of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:37:45 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1886476619) §7.3.7 A Construction Change Directive signed by the Contractor indicates the Contractor's agreement therewith,including adjustment in Contract Sum and Contract Time or the method for determining them. Such agreement shall be effective immediately and shall be recorded as a Change Order. §7.3.8 The amount of credit to be allowed by the Contractor to the Owner for a deletion or change that results in a net decrease in the Contract Sum shall be actual net cost as confirmed by the Architect.When both additions and credits covering related Work or substitutions are involved in a change,the allowance for overhead and profit shall be figured on the basis of net increase, if any,with respect to that change. §7.3.9 Pending final determination of the total cost of a Construction Change Directive to the Owner,the Contractor may request payment for Work completed under the Construction Change Directive in Applications for Payment.The Architect will make an interim determination for purposes of monthly certification for payment for those costs and certify for payment the amount that the Architect determines,in the Architect's professional judgment,to be reasonably justified.The Architect's interim determination of cost shall adjust the Contract Sum on the same basis as a Change Order,subject to the right of either party to disagree and assert a Claim in accordance with Article 15. §7.3.10 When the Owner and Contractor agree with a determination made by the Architect concerning the adjustments in the Contract Sum and Contract Time,or otherwise reach agreement upon the adjustments,such agreement shall be effective immediately and the Architect will prepare a Change Order.Change Orders may be issued for all or any part of a Construction Change Directive. §7.4 Minor Changes in the Work The Architect may order minor changes in the Work that are consistent with the intent of the Contract Documents and do not involve an adjustment in the Contract Sum or an extension of the Contract Time.The Architect's order for minor changes shall be in writing. If the Contractor believes that the proposed minor change in the Work will affect the Contract Sum or Contract Time,the Contractor shall notify the Architect and shall not proceed to implement the change in the Work.If the Contractor performs the Work set forth in the Architect's order for a minor change without prior notice to the Architect that such change will affect the Contract Sum or Contract Time,the Contractor waives any adjustment to the Contract Sum or extension of the Contract Time. ARTICLE 8 TIME §8.1 Definitions §8.1.1 Unless otherwise provided,Contract Time is the period of time, including authorized adjustments,allotted in the Contract Documents for Substantial Completion of the Work. §8.1.2 The date of commencement of the Work is the date established in the Agreement. §8.1.3 The date of Substantial Completion is the date certified by the Architect in accordance with Section 9.8. §8.1.4 The term "day"as used in the Contract Documents shall mean calendar day unless otherwise specifically defined. §8.2 Progress and Completion §8.2.1 Time limits stated in the Contract Documents are of the essence of the Contract.By executing the Agreement, the Contractor confirms that the Contract Time is a reasonable period for performing the Work. §8.2.2 The Contractor shall not knowingly,except by agreement or instruction of the Owner in writing,commence the Work prior to the effective date of insurance required to be furnished by the Contractor and Owner. §8.2.3 The Contractor shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within the Contract Time. §8.3 Delays and Extensions of Time §8.3.1 If the Contractor is delayed at any time in the commencement or progress of the Work by(1)an act or neglect of the Owner or Architect,of an employee of either,or of a Separate Contractor; (2)by changes ordered in the Work; AIA Document A201 T"—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.WARNING:This AIA°Document is protected by U.S.Copyright Law and International Treaties. 24 Unauthorized reproduction or distribution of this AIA°Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:37:45 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1886476619) (3)by labor disputes,fire,unusual delay in deliveries,unavoidable casualties,adverse weather conditions documented in accordance with Section 15.1.6.2,or other causes beyond the Contractor's control;(4)by delay authorized by the Owner pending mediation and binding dispute resolution;or(5)by other causes that the Contractor asserts,and the Architect determines,justify delay,then the Contract Time shall be extended for such reasonable time as the Architect may determine. §8.3.2 Claims relating to time shall be made in accordance with applicable provisions of Article 15. §8.3.3 This Section 8.3 does not preclude recovery of damages for delay by either party under other provisions of the Contract Documents. ARTICLE 9 PAYMENTS AND COMPLETION §9.1 Contract Sum §9.1.1 The Contract Sum is stated in the Agreement and,including authorized adjustments,is the total amount payable by the Owner to the Contractor for performance of the Work under the Contract Documents. §9.1.2 If unit prices are stated in the Contract Documents or subsequently agreed upon,and if quantities originally contemplated are materially changed so that application of such unit prices to the actual quantities causes substantial inequity to the Owner or Contractor,the applicable unit prices shall be equitably adjusted. §9.2 Schedule of Values Where the Contract is based on a stipulated sum or Guaranteed Maximum Price,the Contractor shall submit a schedule of values to the Architect before the first Application for Payment,allocating the entire Contract Sum to the various portions of the Work.The schedule of values shall be prepared in the form,and supported by the data to substantiate its accuracy,required by the Architect.This schedule,unless objected to by the Architect,shall be used as a basis for reviewing the Contractor's Applications for Payment. Any changes to the schedule of values shall be submitted to the Architect and supported by such data to substantiate its accuracy as the Architect may require,and unless objected to by the Architect,shall be used as a basis for reviewing the Contractor's subsequent Applications for Payment. §9.3 Applications for Payment §9.3.1 At least ten days before the date established for each progress payment,the Contractor shall submit to the Architect an itemized Application for Payment prepared in accordance with the schedule of values,if required under Section 9.2,for completed portions of the Work.The application shall be notarized,if required,and supported by all data substantiating the Contractor's right to payment that the Owner or Architect require,such as copies of requisitions,and releases and waivers of liens from Subcontractors and suppliers,and shall reflect retainage if provided for in the Contract Documents. §9.3.1.1 As provided in Section 7.3.9,such applications may include requests for payment on account of changes in the Work that have been properly authorized by Construction Change Directives,or by interim determinations of the Architect,but not yet included in Change Orders. §9.3.1.2 Applications for Payment shall not include requests for payment for portions of the Work for which the Contractor does not intend to pay a Subcontractor or supplier,unless such Work has been performed by others whom the Contractor intends to pay. §9.3.2 Unless otherwise provided in the Contract Documents,payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner,payment may similarly be made for materials and equipment suitably stored off the site at a location agreed upon in writing.Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by the Contractor with procedures satisfactory to the Owner to establish the Owner's title to such materials and equipment or otherwise protect the Owner's interest,and shall include the costs of applicable insurance,storage, and transportation to the site,for such materials and equipment stored off the site. §9.3.3 The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no later than the time of payment.The Contractor further warrants that upon submittal of an Application for Payment all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall,to AIA Document A201 TM—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties. 25 Unauthorized reproduction or distribution of this AIA° Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:37:45 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1886476619) 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. §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. §9.5.2 When either party disputes the Architect's decision regarding a Certificate for Payment under Section 9.5.1,in whole or in part,that party may submit a Claim in accordance with Article 15. §9.5.3 When the reasons for withholding certification are removed,certification will be made for amounts previously withheld. §9.5.4 If the Architect withholds certification for payment under Section 9.5.1.3,the Owner may,at its sole option,issue joint checks to the Contractor and to any Subcontractor or supplier to whom the Contractor failed to make payment for Work properly performed or material or equipment suitably delivered.If the Owner makes payments by joint check,the Owner shall notify the Architect and the Contractor shall reflect such payment on its next Application for Payment. AIA Document A201 TM—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties. 26 Unauthorized reproduction or distribution of this AIA®Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:37:45 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1886476619) §9.6 Progress Payments §9.6.1 After the Architect has issued a Certificate for Payment,the Owner shall make payment in the manner and within the time provided in the Contract Documents,and shall so notify the Architect. §9.6.2 The Contractor shall pay each Subcontractor,no later than seven days after receipt of payment from the Owner, the amount to which the Subcontractor is entitled, reflecting percentages actually retained from payments to the Contractor on account of the Subcontractor's portion of the Work.The Contractor shall,by appropriate agreement with each Subcontractor,require each Subcontractor to make payments to Sub-subcontractors in a similar manner. §9.6.3 The Architect will,on request,furnish to a Subcontractor, if practicable, information regarding percentages of completion or amounts applied for by the Contractor and action taken thereon by the Architect and Owner on account of portions of the Work done by such Subcontractor. §9.6.4 The Owner has the right to request written evidence from the Contractor that the Contractor has properly paid Subcontractors and suppliers amounts paid by the Owner to the Contractor for subcontracted Work. If the Contractor fails to furnish such evidence within seven days,the Owner shall have the right to contact Subcontractors and suppliers to ascertain whether they have been properly paid.Neither the Owner nor Architect shall have an obligation to pay,or to see to the payment of money to,a Subcontractor or supplier,except as may otherwise be required by law. §9.6.5 The Contractor's payments to suppliers shall be treated in a manner similar to that provided in Sections 9.6.2, 9.6.3 and 9.6.4. §9.6.6 A Certificate for Payment,a progress payment,or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the Contract Documents. §9.6.7 Unless the Contractor provides the Owner with a payment bond in the full penal sum of the Contract Sum, payments received by the Contractor for Work properly performed by Subcontractors or provided by suppliers shall be held by the Contractor for those Subcontractors or suppliers who performed Work or furnished materials,or both, under contract with the Contractor for which payment was made by the Owner.Nothing contained herein shall require money to be placed in a separate account and not commingled with money of the Contractor,create any fiduciary liability or tort liability on the part of the Contractor for breach of trust,or entitle any person or entity to an award of punitive damages against the Contractor for breach of the requirements of this provision. §9.6.8 Provided the Owner has fulfilled its payment obligations under the Contract Documents,the Contractor shall defend and indemnify the Owner from all loss,liability,damage or expense, including reasonable attorney's fees and litigation expenses,arising out of any lien claim or other claim for payment by any Subcontractor or supplier of any tier.Upon receipt of notice of a lien claim or other claim for payment,the Owner shall notify the Contractor.If approved by the applicable court,when required,the Contractor may substitute a surety bond for the property against which the lien or other claim for payment has been asserted. §9.7 Failure of Payment If the Architect does not issue a Certificate for Payment,through no fault of the Contractor,within seven days after receipt of the Contractor's Application for Payment,or if the Owner does not pay the Contractor within seven days after the date established in the Contract Documents,the amount certified by the Architect or awarded by binding dispute resolution,then the Contractor may,upon seven additional days' notice to the Owner and Architect,stop the Work until payment of the amount owing has been received.The Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Contractor's reasonable costs of shutdown,delay and start- up,plus interest as provided for in the Contract Documents. §9.8 Substantial Completion §9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work for its intended use. §9.8.2 When the Contractor considers that the Work,or a portion thereof which the Owner agrees to accept separately,is substantially complete,the Contractor shall prepare and submit to the Architect a comprehensive Init. 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.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties. 27 Unauthorized reproduction or distribution of this AIA®Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:37:45 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1886476619) list of items to be completed or corrected prior to final payment.Failure to include an item on such list does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents. §9.8.3 Upon receipt of the Contractor's list,the Architect will make an inspection to determine whether the Work or designated portion thereof is substantially complete.If the Architect's inspection discloses any item,whether or not included on the Contractor's list,which is not sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use,the Contractor shall, before issuance of the Certificate of Substantial Completion,complete or correct such item upon notification by the Architect.In such case,the Contractor shall then submit a request for another inspection by the Architect to determine Substantial Completion. §9.8.4 When the Work or designated portion thereof is substantially complete,the Architect will prepare a Certificate of Substantial Completion that shall establish the date of Substantial Completion;establish responsibilities of the Owner and Contractor for security,maintenance,heat,utilities,damage to the Work and insurance;and fix the time within which the Contractor shall finish all items on the list accompanying the Certificate.Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. §9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written acceptance of responsibilities assigned to them in the Certificate.Upon such acceptance,and consent of surety if any, the Owner shall make payment of retainage applying to the Work or designated portion thereof.Such payment shall be adjusted for Work that is incomplete or not in accordance with the requirements of the Contract Documents. §9.9 Partial Occupancy or Use §9.9.1 The Owner may occupy or use any completed or partially completed portion of the Work at any stage when such portion is designated by separate agreement with the Contractor,provided such occupancy or use is consented to by the insurer and authorized by public authorities having jurisdiction over the Project.Such partial occupancy or use may commence whether or not the portion is substantially complete,provided the Owner and Contractor have accepted in writing the responsibilities assigned to each of them for payments, retainage,if any,security,maintenance,heat,utilities,damage to the Work and insurance,and have agreed in writing concerning the period for correction of the Work and commencement of warranties required by the Contract Documents.When the Contractor considers a portion substantially complete,the Contractor shall prepare and submit a list to the Architect as provided under Section 9.8.2.Consent of the Contractor to partial occupancy or use shall not be unreasonably withheld.The stage of the progress of the Work shall be determined by written agreement between the Owner and Contractor or,if no agreement is reached,by decision of the Architect. §9.9.2 Immediately prior to such partial occupancy or use,the Owner,Contractor,and Architect shall jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. §9.9.3 Unless otherwise agreed upon,partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Contract Documents. §9.10 Final Completion and Final Payment §9.10.1 Upon receipt of the Contractor's notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment,the Architect will promptly make such inspection.When the Architect finds the Work acceptable under the Contract Documents and the Contract fully performed,the Architect will promptly issue a final Certificate for Payment stating that to the best of the Architect's knowledge, information and belief,and on the basis of the Architect's on-site visits and inspections,the Work has been completed in accordance with the Contract Documents and that the entire balance found to be due the Contractor and noted in the final Certificate is due and payable.The Architect's final Certificate for Payment will constitute a further representation that conditions listed in Section 9.10.2 as precedent to the Contractor's being entitled to final payment have been fulfilled. §9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to the Architect(1)an affidavit that payrolls,bills for materials and equipment,and other indebtedness connected with the Work for which the Owner or the Owner's property might be responsible or encumbered(less amounts withheld by Owner)have been paid or otherwise satisfied,(2),a certificate evidencing that insurance required by the Contract Init. AIA Document A20111—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.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties. 28 Unauthorized reproduction or distribution of this AIA®Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:37:45 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1886476619) Documents to remain in force after final payment is currently in effect,(3)a written statement that the Contractor knows of no reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4)consent of surety,if any,to final payment,(5)documentation of any special warranties,such as manufacturers' warranties or specific Subcontractor warranties,and(6)if required by the Owner,other data establishing payment or satisfaction of obligations,such as receipts and releases and waivers of liens,claims,security interests,or encumbrances arising out of the Contract,to the extent and in such form as may be designated by the Owner.If a Subcontractor refuses to furnish a release or waiver required by the Owner,the Contractor may furnish a bond satisfactory to the Owner to indemnify the Owner against such lien,claim,security interest,or encumbrance.If a lien, claim,security interest,or encumbrance remains unsatisfied after payments are made,the Contractor shall refund to the Owner all money that the Owner may be compelled to pay in discharging the lien,claim,security interest,or encumbrance, including all costs and reasonable attorneys' fees. §9.10.3 If,after Substantial Completion of the Work,final completion thereof is materially delayed through no fault of the Contractor or by issuance of Change Orders affecting final completion,and the Architect so confirms,the Owner shall,upon application by the Contractor and certification by the Architect,and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed,corrected,and accepted.If the remaining balance for Work not fully completed or corrected is less than retainage stipulated in the Contract Documents,and if bonds have been furnished,the written consent of the surety to payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Contractor to the Architect prior to certification of such payment. Such payment shall be made under terms and conditions governing final payment, except that it shall not constitute a waiver of Claims. §9.10.4 The making of final payment shall constitute a waiver of Claims by the Owner except those arising from .1 liens,Claims,security interests,or encumbrances arising out of the Contract and unsettled; .2 failure of the Work to comply with the requirements of the Contract Documents; .3 terms of special warranties required by the Contract Documents;or .4 audits performed by the Owner, if permitted by the Contract Documents,after final payment. §9.10.5 Acceptance of final payment by the Contractor,a Subcontractor,or a supplier,shall constitute a waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled at the time of final Application for Payment. ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY §10.1 Safety Precautions and Programs The Contractor shall be responsible for initiating,maintaining,and supervising all safety precautions and programs in connection with the performance of the Contract. §10.2 Safety of Persons and Property §10.2.1 The Contractor shall take reasonable precautions for safety of,and shall provide reasonable protection to prevent damage, injury,or loss to .1 employees on the Work and other persons who may be affected thereby; .2 the Work and materials and equipment to be incorporated therein,whether in storage on or off the site, under care,custody,or control of the Contractor,a Subcontractor,or a Sub-subcontractor;and .3 other property at the site or adjacent thereto,such as trees,shrubs,lawns,walks,pavements,roadways, structures,and utilities not designated for removal,relocation,or replacement in the course of construction. §10.2.2 The Contractor shall comply with,and give notices required by applicable laws,statutes,ordinances,codes, rules and regulations,and lawful orders of public authorities,bearing on safety of persons or property or their protection from damage,injury,or loss. §10.2.3 The Contractor shall implement,erect,and maintain,as required by existing conditions and performance of the Contract,reasonable safeguards for safety and protection,including posting danger signs and other warnings against hazards; promulgating safety regulations;and notifying the owners and users of adjacent sites and utilities of the safeguards. AIA Document A201 TM—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties. 29 Unauthorized reproduction or distribution of this AIA®Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:37:45 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1886476619) §10.2.4 When use or storage of explosives or other hazardous materials or equipment,or unusual methods are necessary for execution of the Work,the Contractor shall exercise utmost care and carry on such activities under supervision of properly qualified personnel. §10.2.5 The Contractor shall promptly remedy damage and loss(other than damage or loss insured under property insurance required by the Contract Documents)to property referred to in Sections 10.2.1.2 and 10.2.1.3 caused in whole or in part by the Contractor,a Subcontractor,a Sub-subcontractor,or anyone directly or indirectly employed by any of them,or by anyone for whose acts they may be liable and for which the Contractor is responsible under Sections 10.2.1.2 and 10.2.1.3.The Contractor may make a Claim for the cost to remedy the damage or loss to the extent such damage or loss is attributable to acts or omissions of the Owner or Architect or anyone directly or indirectly employed by either of them,or by anyone for whose acts either of them may be liable,and not attributable to the fault or negligence of the Contractor.The foregoing obligations of the Contractor are in addition to the Contractor's obligations under Section 3.18. §10.2.6 The Contractor shall designate a responsible member of the Contractor's organization at the site whose duty shall be the prevention of accidents.This person shall be the Contractor's superintendent unless otherwise designated by the Contractor in writing to the Owner and Architect. §10.2.7 The Contractor shall not permit any part of the construction or site to be loaded so as to cause damage or create an unsafe condition. §10.2.8 Injury or Damage to Person or Property If either party suffers injury or damage to person or property because of an act or omission of the other party,or of others for whose acts such party is legally responsible,notice of the injury or damage,whether or not insured,shall be given to the other party within a reasonable time not exceeding 21 days after discovery.The notice shall provide sufficient detail to enable the other party to investigate the matter. §10.3 Hazardous Materials and Substances §10.3.1 The Contractor is responsible for compliance with any requirements included in the Contract Documents regarding hazardous materials or substances.If the Contractor encounters a hazardous material or substance not addressed in the Contract Documents and if reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance,including but not limited to asbestos or polychlorinated biphenyl(PCB),encountered on the site by the Contractor,the Contractor shall,upon recognizing the condition,immediately stop Work in the affected area and notify the Owner and Architect of the condition. §10.3.2 Upon receipt of the Contractor's notice,the Owner shall obtain the services of a licensed laboratory to verify the presence or absence of the material or substance reported by the Contractor and,in the event such material or substance is found to be present,to cause it to be rendered harmless.Unless otherwise required by the Contract Documents,the Owner shall furnish in writing to the Contractor and Architect the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of the material or substance or who are to perform the task of removal or safe containment of the material or substance.The Contractor and the Architect will promptly reply to the Owner in writing stating whether or not either has reasonable objection to the persons or entities proposed by the Owner.When the material or substance has been rendered harmless,Work in the affected area shall resume upon written agreement of the Owner and Contractor.By Change Order,the Contract Time may be extended appropriately and the Contract Sum may be increased by the amount of the Contractor's reasonable additional costs of shutdown,delay,and start-up. (Paragraph deleted) §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. §10.3.5 The Contractor shall reimburse the Owner for the cost and expense the Owner incurs(1)for remediation of hazardous materials or substances the Contractor brings to the site,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. It is agreed by the Parties that the Owner shall not and has not required the Init. AIA Document A20111—2017.Copyright O 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.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties. 3Q Unauthorized reproduction or distribution of this AIA° Document,or any portion of it,may result in severe civil and criminal penalties,and will be t prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:37:45 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1886476619) Contractor to bring any materials or substances which may be hazardous to the site,and the Contractor has a duty to inform the Owner if any hazardous materials become necessary to carry out the requirements of the Contract Documents. (Paragraph deleted) §10.4 Emergencies In an emergency affecting safety of persons or property,the Contractor shall act,at the Contractor's discretion,to prevent threatened damage,injury,or loss.Additional compensation or extension of time claimed by the Contractor on account of an emergency shall be determined as provided in Article 15 and Article 7. ARTICLE 11 INSURANCE AND BONDS §11.1 Contractor's Insurance and Bonds §11.1.1 The Contractor shall purchase and maintain insurance of the types and limits of liability,containing the endorsements,and subject to the terms and conditions,as described in the Agreement or elsewhere in the Contract Documents.The Contractor shall purchase and maintain the required insurance from an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located.The Owner,Architect,and Architect's consultants shall be named as additional insureds under the Contractor's commercial general liability policy or as otherwise described in the Contract Documents. §11.1.2 The Contractor shall provide surety bonds of the types,for such penal sums,and subject to such terms and conditions as required by the Contract Documents.The Contractor shall purchase and maintain the required bonds from a company or companies lawfully authorized to issue surety bonds in the jurisdiction where the Project is located. §11.1.3 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising under the Contract,the Contractor shall promptly furnish a copy of the bonds or shall authorize a copy to be furnished. §11.1.4 Notice of Cancellation or Expiration of Contractor's Required Insurance.Within three(3)business days of the date the Contractor becomes aware of an impending or actual cancellation or expiration of any insurance required by the Contract Documents,the Contractor shall provide notice to the Owner of such impending or actual cancellation or expiration.Upon receipt of notice from the Contractor,the Owner shall 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. (Paragraphs deleted) §11.3 Waivers of Subrogation §11.3.1 The Owner and Contractor waive all rights against(1)each other and any of their subcontractors,sub- subcontractors,agents,and employees,each of the other;(2)the Architect and Architect's consultants;and(3) Separate Contractors,if any,and any of their subcontractors,sub-subcontractors,agents,and employees,for damages caused by fire,or other causes of loss,to the extent those losses are covered by property insurance required by the Agreement or other property insurance applicable to the Project,except such rights as they have to proceeds of such insurance.The Owner or Contractor 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. (Paragraphs deleted) AIA Document A201 TM—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.WARNING:This AIA°Document is protected by U.S.Copyright Law and International Treaties. 31 Unauthorized reproduction or distribution of this AIA®Document,or any portion of it,may result in severe civil and criminal penalties,and will be t prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:37:45 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1886476619) §11.5 Adjustment and Settlement of Insured Loss §11.5.1 A loss insured under the property insurance required by the Agreement shall be adjusted by the Owner as fiduciary and made payable to the Owner as fiduciary for the insureds,as their interests may appear,subject to requirements of any applicable mortgagee clause and of Section 11.5.2.The Owner shall pay the Architect and Contractor their just shares of insurance proceeds received by the Owner,and by appropriate agreements the Architect and Contractor shall make payments to their consultants and Subcontractors in similar manner. §11.5.2 Prior to settlement of an insured loss,the Owner shall notify the Contractor of the terms of the proposed settlement as well as the proposed allocation of the insurance proceeds.The Contractor shall have 14 days from receipt of notice to object to the proposed settlement or allocation of the proceeds.If the Contractor does not object,the Owner shall settle the loss and the Contractor shall be bound by the settlement and allocation.Upon receipt,the Owner shall deposit the insurance proceeds in a separate account and make the appropriate distributions.Thereafter,if no other agreement is made or the Owner does not terminate the Contract for convenience,the Owner and Contractor shall execute a Change Order for reconstruction of the damaged or destroyed Work in the amount allocated for that purpose.If the Contractor timely objects to either the terms of the proposed settlement or the allocation of the proceeds,the Owner may proceed to settle the insured loss,and any dispute between the Owner and Contractor arising out of the settlement or allocation of the proceeds shall be resolved pursuant to Article 15.Pending resolution of any dispute,the Owner may issue a Construction Change Directive for the reconstruction of the damaged or destroyed Work. ARTICLE 12 UNCOVERING AND CORRECTION OF WORK §12.1 Uncovering of Work §12.1.1 If a portion of the Work is covered contrary to the Architect's request or to requirements specifically expressed in the Contract Documents,it must,if requested in writing by the Architect,be uncovered for the Architect's examination and be replaced at the Contractor's expense without change in the Contract Time. §12.1.2 If a portion of the Work has been covered that the Architect has not specifically requested to examine prior to its being covered,the Architect may request to see such Work and it shall be uncovered by the Contractor. If such Work is in accordance with the Contract Documents,the Contractor shall be entitled to an equitable adjustment to the Contract Sum and Contract Time as may be appropriate. If such Work is not in accordance with the Contract Documents,the costs of uncovering the Work,and the cost of correction,shall be at the Contractor's expense. §12.2 Correction of Work §12.2.1 Before Substantial Completion The Contractor shall promptly correct Work rejected by the Architect or failing to conform to the requirements of the Contract Documents,discovered before Substantial Completion and whether or not fabricated,installed or completed. Costs of correcting such rejected Work,including additional testing and inspections,the cost of uncovering and replacement,and compensation for the Architect's services and expenses made necessary thereby,shall be at the Contractor's expense. §12.2.2 After Substantial Completion §12.2.2.1 In addition to the Contractor's obligations under Section 3.5,if,within one year after the date of Substantial Completion of the Work or designated portion thereof or after the date for commencement of warranties established under Section 9.9.1,or by terms of any applicable special warranty required by the Contract Documents,any of the Work is found to be not in accordance with the requirements of the Contract Documents,the Contractor shall correct it promptly after receipt of notice from the Owner to do so.The Owner shall give such notice promptly after discovery of the condition. During the one-year period for correction of Work,if the Owner fails to notify the Contractor and give the Contractor an opportunity to make the correction,the Owner waives the rights to require correction by the Contractor and to make a claim for breach of warranty.If the Contractor fails to correct nonconforming Work within a reasonable time during that period after receipt of notice from the Owner or Architect,the Owner may correct it in accordance with Section 2.5. §12.2.2.2 The one-year period for correction of Work shall be extended with respect to portions of Work first performed after Substantial Completion by the period of time between Substantial Completion and the actual completion of that portion of the Work. AIA Document A201 TM—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties. 32 Unauthorized reproduction or distribution of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:37:45 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1886476619) §12.2.2.3 The one-year period for correction of Work shall not be extended by corrective Work performed by the Contractor pursuant to this Section 12.2. §12.2.3 The Contractor shall remove from the site portions of the Work that are not in accordance with the requirements of the Contract Documents and are neither corrected by the Contractor nor accepted by the Owner. §12.2.4 The Contractor shall bear the cost of correcting destroyed or damaged construction of the Owner or Separate Contractors,whether completed or partially completed,caused by the Contractor's correction or removal of Work that is not in accordance with the requirements of the Contract Documents. §12.2.5 Nothing contained in this Section 12.2 shall be construed to establish a period of limitation with respect to other obligations the Contractor has under the Contract Documents.Establishment of the one-year period for correction of Work as described in Section 12.2.2 relates only to the specific obligation of the Contractor to correct the Work,and has no relationship to the time within which the obligation to comply with the Contract Documents may be sought to be enforced,nor to the time within which proceedings may be commenced to establish the Contractor's liability with respect to the Contractor's obligations other than specifically to correct the Work. §12.3 Acceptance of Nonconforming Work If the Owner prefers to accept Work that is not in accordance with the requirements of the Contract Documents,the Owner may do so instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropriate and equitable.Such adjustment shall be effected whether or not final payment has been made. ARTICLE 13 MISCELLANEOUS PROVISIONS §13.1 Governing Law The Contract shall be governed by the law of the place where the Project is located. §13.2 Successors and Assigns §13.2.1 The Owner and Contractor respectively bind themselves,their partners,successors,assigns,and legal representatives to covenants,agreements,and obligations contained in the Contract Documents.Except as provided in Section 13.2.2,neither party to the Contract shall assign the Contract as a whole without written consent of the other. If either party attempts to make an assignment without such consent,that party shall nevertheless remain legally responsible for all obligations under the Contract. §13.2.2 The Owner may,without consent of the Contractor,assign the Contract to a lender providing construction financing for the Project,if the lender assumes the Owner's rights and obligations under the Contract Documents.The Contractor shall execute all consents reasonably required to facilitate the assignment. §13.3 Rights and Remedies §13.3.1 Duties and obligations imposed by the Contract Documents and rights and remedies available thereunder shall be in addition to and not a limitation of duties,obligations,rights,and remedies otherwise imposed or available by law. §13.3.2 No action or failure to act by the Owner,Architect,or Contractor shall constitute a waiver of a right or duty afforded them under the Contract,nor shall such action or failure to act constitute approval of or acquiescence in a breach thereunder,except as may be specifically agreed upon in writing. §13.4 Tests and Inspections §13.4.1 Tests,inspections,and approvals of portions of the Work shall be made as required by the Contract Documents and by applicable laws,statutes,ordinances,codes,rules,and regulations or lawful orders of public authorities. Unless otherwise provided,the Contractor shall make arrangements for such tests,inspections,and approvals with an independent testing laboratory or entity acceptable to the Owner,or with the appropriate public authority,and shall bear all related costs of tests,inspections,and approvals.The Contractor shall give the Architect timely notice of when and where tests and inspections are to be made so that the Architect may be present for such procedures.The Owner shall bear costs of tests, inspections,or approvals that do not become requirements until after bids are received or negotiations concluded.The Owner shall directly arrange and pay for tests,inspections,or approvals where building codes or applicable laws or regulations so require. AIA Document A201 W—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties. 33 Unauthorized reproduction or distribution of this AIA®Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:37:45 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1886476619) §13.4.2 If the Architect,Owner,or public authorities having jurisdiction determine that portions of the Work require additional testing, inspection,or approval not included under Section 13.4.1,the Architect will, upon written authorization from the Owner,instruct the Contractor to make arrangements for such additional testing, inspection,or approval,by an entity acceptable to the Owner,and the Contractor shall give timely notice to the Architect of when and where tests and inspections are to be made so that the Architect may be present for such procedures. Such costs, except as provided in Section 13.4.3,shall be at the Owner's expense. §13.4.3 If procedures for testing,inspection,or approval under Sections 13.4.1 and 13.4.2 reveal failure of the portions of the Work to comply with requirements established by the Contract Documents,all costs made necessary by such failure,including those of repeated procedures and compensation for the Architect's services and expenses,shall be at the Contractor's expense. §13.4.4 Required certificates of testing,inspection,or approval shall,unless otherwise required by the Contract Documents,be secured by the Contractor and promptly delivered to the Architect. §13.4.5 If the Architect is to observe tests,inspections,or approvals required by the Contract Documents,the Architect will do so promptly and,where practicable,at the normal place of testing. § 13.4.6 Tests or inspections conducted pursuant to the Contract Documents shall be made promptly to avoid unreasonable delay in the Work. §13.5 Interest Payments due and unpaid under the Contract Documents shall bear interest from the date payment is due at the rate the parties agree upon in writing or,in the absence thereof,at the legal rate prevailing from time to time at the place where the Project is located. ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT §14.1 Termination by the Contractor §14.1.1 The Contractor may terminate the Contract if the Work is stopped for a period of 30 consecutive days through no act or fault of the Contractor,a Subcontractor,a Sub-subcontractor,their agents or employees,or any other persons or entities performing portions of the Work,for any of the following reasons: .1 Issuance of an order of a court or other public authority having jurisdiction that requires all Work to be stopped; .2 An act of government,such as a declaration of national emergency,that requires all Work to be stopped; .3 Because the Architect has not issued a Certificate for Payment and has not notified the Contractor of the reason for withholding certification as provided in Section 9.4.1,or because the Owner has not made payment on a Certificate for Payment within the time stated in the Contract Documents;or (Paragraph deleted) §14.1.2 The Contractor may terminate the Contract if,through no act or fault of the Contractor,a Subcontractor,a Sub-subcontractor,their agents or employees,or any other persons or entities performing portions of the Work,repeated suspensions,delays,or interruptions of the entire Work by the Owner as described in Section 14.3,constitute in the aggregate more than 100 percent of the total number of days scheduled for completion,or 120 days in any 365-day period,whichever is less. §14.1.3 If one of the reasons described in Section 14.1.1 or 14.1.2 exists,the Contractor may,upon seven days' notice to the Owner and Architect,terminate the Contract and recover from the Owner payment for Work executed,as well as reasonable overhead on Work not executed,and costs incurred by reason of such termination. §14.1.4 If the Work is stopped for a period of 60 consecutive days through no act or fault of the Contractor,a Subcontractor,a Sub-subcontractor,or their agents or employees or any other persons or entities performing portions of the Work because the Owner has repeatedly failed to fulfill the Owner's obligations under the Contract Documents with respect to matters important to the progress of the Work,the Contractor may,upon AIA Document A201 TM—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties. 34 Unauthorized reproduction or distribution of this AIA®Document,or any portion of it,may result in severe civil and criminal penalties,and will be t prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:37:45 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1886476619) seven additional days'notice to the Owner and the Architect,terminate the Contract and recover from the Owner as provided in Section 14.1.3. §14.2 Termination by the Owner for Cause §14.2.1 The Owner may terminate the Contract if the Contractor .1 repeatedly refuses or fails to supply enough properly skilled workers or proper materials; .2 fails to make payment to Subcontractors or suppliers in accordance with the respective agreements between the Contractor and the Subcontractors or suppliers; .3 repeatedly disregards applicable laws,statutes,ordinances,codes,rules and regulations,or lawful orders of a public authority;or .4 otherwise is guilty of substantial breach of a provision of the Contract Documents. §14.2.2 When any of the reasons described in Section 14.2.1 exist,the Owner may,without prejudice to any other rights or remedies of the Owner and after giving the Contractor and the Contractor's surety,if any,seven days' notice,terminate employment of the Contractor and may,subject to any prior rights of the surety: .1 Exclude the Contractor from the site and take possession of all materials,equipment,tools,and construction equipment and machinery thereon owned by the Contractor; .2 Accept assignment of subcontracts pursuant to Section 5.4;and .3 Finish the Work by whatever reasonable method the Owner may deem expedient.Upon written request of the Contractor,the Owner shall furnish to the Contractor a detailed accounting of the costs incurred by the Owner in finishing the Work. §14.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 14.2.1,the Contractor shall not be entitled to receive further payment until the Work is finished. §14.2.4 If such costs and damages exceed the unpaid balance,the Contractor shall pay the difference to the Owner.The amount to be paid to the Contractor or Owner,as the case may be,shall be certified by the Initial Decision Maker,upon application,and this obligation for payment shall survive termination of the Contract. §14.3 Suspension by the Owner for Convenience §14.3.1 The Owner may,without cause,order the Contractor in writing to suspend,delay or interrupt the Work,in whole or in part for such period of time as the Owner may determine. §14.3.2 The Contract Sum and Contract Time shall be adjusted for increases in the cost and time caused by suspension,delay,or interruption under Section 14.3.1.No adjustment shall be made to the extent .1 that performance is,was,or would have been,so suspended,delayed,or interrupted,by another cause for which the Contractor is responsible;or .2 that an equitable adjustment is made or denied under another provision of the Contract. §14.4 Termination by the Owner for Convenience §14.4.1 The Owner may,at any time,terminate the Contract for the Owner's convenience and without cause. §14.4.2 Upon receipt of notice from the Owner of such termination for the Owner's convenience,the Contractor shall .1 cease operations as directed by the Owner in the notice; .2 take actions necessary,or that the Owner may direct,for the protection and preservation of the Work;and .3 except for Work directed to be performed prior to the effective date of termination stated in the notice,terminate all existing subcontracts and purchase orders and enter into no further subcontracts and purchase orders. §14.4.3 In case of such termination for the Owner's convenience,the Owner shall pay the Contractor for Work properly executed;costs incurred by reason of the termination,including costs attributable to termination of Subcontracts;. AIA Document A201 TM—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.WARNING:This AIA°Document is protected by U.S.Copyright Law and International Treaties. 35 Unauthorized reproduction or distribution of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:37:45 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1886476619) ARTICLE 15 CLAIMS AND DISPUTES §15.1 Claims §15.1.1 Definition A Claim is a demand or assertion by one of the parties seeking,as a matter of right,payment of money,a change in the Contract Time,or other relief with respect to the terms of the Contract.The term "Claim" also includes other disputes and matters in question between the Owner and Contractor arising out of or relating to the Contract.The responsibility to substantiate Claims shall rest with the party making the Claim.This Section 15.1.1 does not require the Owner to file a Claim in order to impose liquidated damages in accordance with the Contract Documents. §15.1.2 Time Limits on Claims The Owner and Contractor shall commence all Claims and causes of action against the other and arising out of or related to the Contract,whether in contract,tort,breach of warranty or otherwise,in accordance with the requirements of the binding dispute resolution method selected in the Agreement and within the period specified by applicable law,but in any case not more than 10 years after the date of Substantial Completion of the Work.The Owner and Contractor waive all Claims and causes of action not commenced in accordance with this Section 15.1.2. §15.1.3 Notice of Claims § 15.1.3.1 Claims by either the Owner or Contractor,where the condition giving rise to the Claim is first discovered prior to expiration of the period for correction of the Work set forth in Section 12.2.2,shall be initiated by notice to the other party and to the Initial Decision Maker with a copy sent to the Architect,if the Architect is not serving as the Initial Decision Maker.Claims by either party under this Section 15.1.3.1 shall be initiated within 21 days after occurrence of the event giving rise to such Claim or within 21 days after the claimant first recognizes the condition giving rise to the Claim,whichever is later. §15.1.3.2 Claims by either the Owner or Contractor,where the condition giving rise to the Claim is first discovered after expiration of the period for correction of the Work set forth in Section 12.2.2,shall be initiated by notice to the other party.In such event,no decision by the Initial Decision Maker is required. §15.1.4 Continuing Contract Performance §15.1.4.1 Pending final resolution of a Claim,except as otherwise agreed in writing,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(as changed).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(as changed). §15.1.6 Claims for Additional Time §15.1.6.1 If the Contractor wishes to make a Claim for an increase in the Contract Time,notice as provided in Section 15.1.3 shall be given.The Contractor's Claim shall include an estimate of cost and of probable effect of delay on progress of the Work. In the case of a continuing delay,only one Claim is necessary. § 15.1.6.2 If adverse weather conditions are the basis for a Claim for additional time,such Claim shall be documented by data substantiating that weather conditions were abnormal for the period of time,could not have been reasonably anticipated,and had an adverse effect on the scheduled construction. §15.1.7 Waiver of Claims for Consequential Damages The Contractor and Owner waive Claims against each other for consequential damages arising out of or relating to this Contract.This mutual waiver includes AIA Document A201 W—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.WARNING:This AIA°Document is protected by U.S.Copyright Law and International Treaties. 36 Unauthorized reproduction or distribution of this AIA°Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:37:45 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1886476619) .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(as changed).Nothing contained in this Section 15.1.7 shall be deemed to preclude assessment of liquidated damages,when applicable,in accordance with the requirements of the Contract Documents. §15.2 Initial Decision §15.2.1 Claims,excluding those where the condition giving rise to the Claim is first discovered after expiration of the period for correction of the Work set forth in Section 12.2.2 or arising under Sections 10.3,10.4,and 11.5, shall be referred to the Initial Decision Maker for initial decision.The Architect will serve as the Initial Decision Maker,unless otherwise indicated in the Agreement.Except for those Claims excluded by this Section 15.2.1,an initial decision shall be required as a condition precedent to mediation of any Claim.If an initial decision has not been rendered within 30 days after the Claim has been referred to the Initial Decision Maker,the party asserting the Claim may demand mediation and binding dispute resolution without a decision having been rendered.Unless the Initial Decision Maker and all affected parties agree,the Initial Decision Maker will not decide disputes between the Contractor and persons or entities other than the Owner. §15.2.2 The Initial Decision Maker will review Claims and within ten days of the receipt of a Claim take one or more of the following actions: (1)request additional supporting data from the claimant or a response with supporting data from the other party,(2)reject the Claim in whole or in part,(3)approve the Claim,(4)suggest a compromise,or(5)advise the parties that the Initial Decision Maker is unable to resolve the Claim if the Initial Decision Maker lacks sufficient information to evaluate the merits of the Claim or if the Initial Decision Maker concludes that,in the Initial Decision Maker's sole discretion,it would be inappropriate for the Initial Decision Maker to resolve the Claim. §15.2.3 In evaluating Claims,the Initial Decision Maker may,but shall not be obligated to,consult with or seek information from either party or from persons with special knowledge or expertise who may assist the Initial Decision Maker in rendering a decision.The Initial Decision Maker may request the Owner to authorize retention of such persons at the Owner's expense. § 15.2.4 If the Initial Decision Maker requests a party to provide a response to a Claim or to furnish additional supporting data,such party shall respond,within ten days after receipt of the request,and shall either(1) provide a response on the requested supporting data,(2)advise the Initial Decision Maker when the response or supporting data will be furnished,or(3)advise the Initial Decision Maker that no supporting data will be furnished.Upon receipt of the response or supporting data,if any,the Initial Decision Maker will either reject or approve the Claim in whole or in part. §15.2.5 The Initial Decision Maker will render an initial decision approving or rejecting the Claim,or indicating that the Initial Decision Maker is unable to resolve the Claim.This initial decision shall(1)be in writing;(2)state the reasons therefor;and(3)notify the parties and the Architect,if the Architect is not serving as the Initial Decision Maker,of any change in the Contract Sum or Contract Time or both.The initial decision shall be final and binding on the parties but subject to mediation and,if the parties fail to resolve their dispute through mediation,to binding dispute resolution. §15.2.6 Either party may file for mediation of an initial decision at any time,subject to the terms of Section 15.2.6.1. (Paragraph deleted) § 15.2.7 In the event of a Claim against the Contractor,the Owner may,but is not obligated to,notify the surety, if any,of the nature and amount of the Claim.If the Claim relates to a possibility of a Contractor's default,the AIA Document A201 TM—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties. 37 Unauthorized reproduction or distribution of this AIA°Document,or any portion of it,may result in severe civil and criminal penalties,and will be t prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:37:45 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1886476619) Owner may,but is not obligated to,notify the surety and request the surety's assistance in resolving the controversy. §15.2.8 If a Claim relates to or is the subject of a mechanic's lien,the party asserting such Claim may proceed in accordance with applicable law to comply with the lien notice or filing deadlines. §15.3 Mediation §15.3.1 Claims,disputes,or other matters in controversy arising out of or related to the Contract,except those waived as provided for in Sections 9.10.5,and 15.1.7,shall be subject to mediation as a condition precedent to binding dispute resolution. §15.3.2 The parties shall endeavor to resolve their Claims by mediation which,unless the parties mutually agree otherwise,shall be administered by the American Arbitration Association in accordance with its Construction Industry Mediation Procedures in effect on the date of the Agreement.A request for mediation shall be made in writing,delivered to the other party to the Contract,and filed with the person or entity administering the mediation.The request may be made concurrently with the filing of binding dispute resolution proceedings but,in such event,mediation shall proceed in advance of binding dispute resolution proceedings,which shall be stayed pending mediation for a period of 60 days from the date of filing,unless stayed for a longer period by agreement of the parties or court order.If an arbitration is stayed pursuant to this Section 15.3.2,the parties may nonetheless proceed to the selection of the arbitrator(s)and agree upon a schedule for later proceedings. §15.3.3 Either party may,within 30 days from the date that mediation has been concluded without resolution of the dispute or 60 days after mediation has been demanded without resolution of the dispute,demand in writing that the other party file for binding dispute resolution. If such a demand is made and the party receiving the demand fails to file for binding dispute resolution within 60 days after receipt thereof,then both parties waive their rights to binding dispute resolution proceedings with respect to the initial decision. §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. (Paragraphs deleted) AIA Document A201 Tk—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties. 38 Unauthorized reproduction or distribution of this AIA®Document,or any portion of it,may result in severe civil and criminal penalties,and will be t prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:37:45 on 12/18/2017 under Order No.0995072566 which expires on 03/13/2018,and is not for resale. User Notes: (1886476619) Certification of Document's Authenticity AIA®Document D401- -2003 I, ,hereby certify,to the best of my knowledge, information and belief,that I created the attached final document simultaneously with its associated Additions and Deletions Report and this certification at 16:37:45 on 12/18/2017 under Order No. 0995072568 from AIA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AIA®Document A201TM—2017,General Conditions of the Contract for Construction,as published by the AIA in its software,other than those additions and deletions shown in the associated Additions and Deletions Report. (Sigl4elf 0— C (Title) /,2/1 (Dated) ' AIA Document D40111—2003.Copyright©1992 and 2003 by The American Institute of Architects.All rights reserved.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA°Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:37:45 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1886476619) Additions and Deletions Report for AIA°Document A201 " -2017 This Additions and Deletions Report,as defined on page 1 of the associated document,reproduces below all text the author has added to the standard form AIA document in order to complete it,as well as any text the author may have added to or deleted from the original AIA text.Added text is shown underlined.Deleted text is indicated with a horizontal line through the original AIA text. Note: This Additions and Deletions Report is provided for information purposes only and is not incorporated into or constitute any part of the associated AIA document.This Additions and Deletions Report and its associated document were generated simultaneously by AIA software at 16:37:45 on 12/18/2017. PAGE The Parties are the Parties as shown on the Agreement between Core Construction Services of Texas,Inc.and the Town of Westlake,using AIA Al 33-2009 Westlake Fire Station 2000 Dove Road Westlake,Texas Town of Westlake,Texas a Type A general law municipality 1500 Solana Blvd,Building 7,Westlake,Texas 76262 THE ADCT--ARCHITECT AND CONSTRUCTION MANAGER AT rISK: Architect BRW Architects 3535 Travis Street, Suite 250 Dallas,TX 75024 Construction Manager-at-Risk Core Construction Services of Texas,Inc„a Texas corporation 10625 N. County Road Frisco,TX 75033 PAGE 12 § 1.7 Digital Data U6e and T-F The paFties shall bree upen pf:eteselsb b the transFnissiea and use of Instruffients;of Sem,iee Aff—a;;5,other - 2013,BuildiRgg Additions and Deletions Reportfor AIA Document A2011m—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.WARNING:This AIA® Document is protected by U.S.Copyright Law and 1 International Treaties.Unauthorized reproduction or distribution of this AIA°Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:37:45 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1886476619) §2.1.2 The Owner shall furnish te the(;entfaeteF,within fifteen derys aftef:Feeeipt of awrit4en request, infeFFHatieft ive notiee b fights, legalprepet4y , usually refer+ed te as the site,and the Owner's inteffe-st therein R 2.2 9yideme of the Ownerle Cin.an..02-14rannements §2.2.1 Pf:iE)r te eammeneement ef the Alark and upen written request by the CeatFaeter,the Owner shall furnish to the b under the Gentfuet.The COHtFaGter shall have ne abligatien to P-A-RA-M-fl-e-nee the 3ALE)FIE until the OwneF pFevides sueh evidenee.if eaFameneement of the 3AIE)FIE is delayed under this SSPKAiRM 4-1.1,the Cantr-aet T_ime Shall be extended �`�'T - §2.2.2 Fell 3ement of the Werk and upen wf4l4en FeEluest by the Gentraeter,the Q;A,;;Pr shall fumish to (2)the Gentraetef identifies inwfitiag a reasenable eeneef:n regaFding the Owner's ability te FnalEe payfaent wheft due; be in the Wer-!E b required,within fettt4een days efthe Gentraeter's f:equest,the Gentfaeter may immediately stop the Work and,in that event,shall nefif�,the Owner that the Alerk has stepped.Hewever,ifthe request is made beeause a ehange ifi AL_-,WR-FI1. fnaterially b I.A.Leffic aff-es-ted by the ehange until reaseRable evidenroe is pFevided.ifthe Werk is stopped i;ndPr thi.,;S;Petien 2.2.2,the Centraet Time shall be extended appropriately and the Gentrar#9-im; rhall §2.2.3 Aftef:the Owfier-ftimishes evidenee effinafteial arfangements under this Seefien-2.2,the Owner shall He b rieF natiee to the ' §2.3.1 &Eeept fer-permits-R;;H-fees that are the Fespensibility efthe Gen#astaF undef:the PAntrar.4-pe-euments, ifieludin 6 AM b these uired ear the OWnef:shall , ehanges in existing f4eilities-, PAGE 13 If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a ten-day period after receipt of written notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness,the Owner may,without prejudice to other remedies the Owner may have,correct such default or neglect.Such action by the Owner and amounts charged to the Contractor are both subject to prior approval of the Architect and the Architect may,pursuant to Section 9.5.1,withhold or nullify a Certificate for Payment in whole or in part,to the extent reasonably necessary to reimburse the Owner for the reasonable cost of correcting such deficiencies,including Owner's expenses and compensation for the Architect's additional services made necessary by such default,neglect,or failure.If current and future payments are not sufficient to cover such amounts,the Contractor shall pay the difference to the Owner. If the Contractor disagrees with the actions of the Owner or the Architect,or the amounts claimed as costs to the Owner,the Contractor may file a Claim pursuant to Article 15. §3.1.1 The Contractor is also referred to at times as Construction Manager or Construction Manager at Risk and 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 Additions and Deletions Report for AIA DocumentA201TM-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.WARNING:This AIA® Document is protected by U.S.Copyright Law and 2 International Treaties.Unauthorized reproduction or distribution of this AIA®Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:37:45 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1886476619) Contractor with respect to all matters under this Contract. The term "Contractor"means the C-814ra6'e~6F the ''contractor,Construction Manager,Construction Manager or Risk,or their authorized representative. §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'cense""[)ee•me*8 Drawings and Specifications 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 r',.....aet Peetiments Drawings and Specifications;however,the Contractor shall promptly report to the Architect any errors, inconsistencies or omissions discovered by or made known to the Contractor as a request for information in such form as the Architect may require.It is recognized that the Contractor's review is made in the Contractor's capacity as a contractor and not as a licensed design professional,unless otherwise specifically provided in the Contract Documents. §3.2.3 The Contractor is not required to ascertain that the Centfaet r,,.,..,...,nt,.Drawings and Specifications are in accordance with applicable laws,statutes,ordinances,codes,rules and regulations,or lawful orders of public authorities,but the Contractor shall promptly report to the Architect any nonconformity discovered by or made known to the Contractor as a request for information in such form as the Architect may require. §3.2.4 If the Contractor believes that additional cost or time is involved because of clarifications or instructions the Architect issues in response to the Contractor's notices or requests for information pursuant to Sections 3.2.2 or 3.2.3, the Contractor shall submit Claims as provided in Article 15.If the Contractor fails to perform the obligations of Sections 3.2.2 or 3.2.3,the Contractor shall pay such costs and damages to the Owner,subject to Section 15.1.7,as would have been avoided if the Contractor had performed such obligations.If the Contractor performs those obligations,the Contractor shall not be liable to the Owner or Architect for damages resulting from errors, inconsistencies or omissions in the Contract Documents,for differences between field measurements or conditions and the Contract Documents,or for nonconformities of the GentFaet Deeument Drawings and Specifications to applicable laws,statutes,ordinances,codes,rules and regulations,and lawful orders of public authorities. PAGE 19 §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.Nothing herein shall change or modify the obligations of the Architect to the Owner. §4.2.6 The Architect has authority to reject Work that does not conform to the Contract Documents.Whenever the Architect considers it necessary or advisable,the Architect will have authority to require inspection or testing of the Work in accordance with Sections 13.4.2 and 13.4.3,whether or not the Work is fabricated,installed or completed. However,neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors,suppliers, their agents or employees,or other persons or entities performing portions of the Work.Nothing herein shall change or modify the obligations of the Architect to the Owner. PAGE 26 §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. Additions and Deletions Report for AIA Document A201T"—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.WARNING:This AIA°Document is protected by U.S.Copyright Law and 3 International Treaties.Unauthorized reproduction or distribution of this AIA°Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:37:45 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1886476619) Fight PAGE 30 §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 entities proposed by the Owner.if either the Gentmeter^~ n rehitea has an al9jeetion te a per-son er-eatity prepesed by the Owner,the Qwnei:shall pr-epose anetheir te whom the Cantrarter And the A eh:teet have no Feasenable ebjeGti^^.When the material or substance has been rendered harmless,Work in the affected area shall resume upon written agreement of the Owner and Contractor. By Change Order,the Contract Time shall may be extended appropriately and the Contract Sum sha44-may be increased by the amount of the Contractor's reasonable additional costs of shutdown,delay,and start-up. § 10.3.3 To the Aillest extent pemiitted by law,the QwneF shall indemHif�,and—hold—ha;:m-less the Gentfaeter-, f and agents ,ef them ffem and against , damages, and b arisinghilt Ret to tangibled-e-Ath-as deseribed in Seetion 10.3.1 and has fiet been i:endeFed hamiless,pFavided that sueh elaiFfl,dafflage,less,ef: (eilier than the WeFk itself),exeept to the extent thatsue-h-damage, er ense is due to the fault of: b b the p",seeking indemnity-. §10.3.4 The Owner shall not be responsible under this Section 10.3 for hazardous materials or substances the Contractor brings to the site b .site. §10.3.5 The Contractor shall reimburse the Owner for the cost and expense the Owner incurs(1)for remediation of hazardous materials or substances the Contractor brings to the site and negligently ha1e,,site, 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. It is aareed by the Parties that the Owner shall not and has not required the Contractor to bring any materials or substances which may be hazardous to the site, and the Contractor has a duty to inform the Owner if any hazardous materials become necessary to carry out the requirements of the Contract Documents. b enee an the ai4 of the the Gentraeter is held liable by a gover-nment b CAR#Rpt Paeuments,the Owner-shall Fei_mhwr,;k-.thk-.CAntrRAtAr fAr R11 eest and expense thereby ineurFed, PAGE 31 §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 shall 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. Additions and Deletions Report for AIA Document A201 M—2017.Copyright@ 1911,1915,1918,1925,1937,1951,1956,1961,1963,1966,1970,1976,1987, 1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA® Document is protected by U.S.Copyright Law and 4 International Treaties.Unauthorized reproduction or distribution of this AIA°Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:37:45 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1886476619) §11.2 OwneF'S l"s MnGe § 11.2.1 The Owner shall pHrehase and Fnaintain insuFaFtee of the types and lifn its of liability,eantaiHing the § 11.2.2 Famiure to Purshase Required PFopeFty insUFanGe.ifthe Ownef fails te purehase alid maintain the Fequir-e4 b es and in the affleants deseFibed in the Agreement E)F elsewherethat will preteet the interests efthe G-entr-aeter,SukentmeteFs,and Sub Sub-cantra-etRrs in the WE)FIE.When the failure b e has been eured-Ar reselved,the Gentraest Sum and Gentraet Time shall be equitably adjusted.la the event the&OM;er fails to praeur-e b against the QwneFwaives all rights damaged5sub- suh-P.R-Rtraeteffs to the extent the less to the OwHer wouldd h;lvp hppn oevered by the ifiSUFanee to have been preeuFed by the Owner.The ce-st afthe.insuFanee shall be ehafged to the Owner by a Change QrdeF.ifthe OwHer dees b i impendings Required PrepeFty Insurance With OR thFee(3)business days a GE)RtraStOr,HPOR FeLzeipt E)fl;8_tiA_P_fFR-R;thPa OwneF,shall hm,e the right te stop the WeFk until the lapse in eeveFage has Subeentr-aeteFs,and Sub subeentf:aetef:s to the extent any less to the Owner v.,ould-h-ave,h-eeR eevered by the inrurany-.R. b be eharged te the Owner by an appr-epfiate Challige Order.The b effietiee by the Owner shall flet r-elieve the, §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 Architect9 consultants;and(3)Separate Contractors,if any,and any of their subcontractors,sub-subcontractors,agents, and employees,for damages caused by fire,or other causes of loss,to the extent those losses are covered by property insurance required by the Agreement or other property insurance applicable to the Project,except such rights as they have to proceeds of such insurance.The Owner orGentraoter,as ,Contractor 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. insuring§ 11.3.2 if during the Pi:ejeet eeHStFH8tiE)n period the Owner insuFes PFOpet4ies,real eF peFSOfial er beth,at ar adjaeent to the site by pFepet4y insuranee under paliGies separate f+em these the Projeet,eF if afteF final payment b an b theFights damages R 11.4 I e of Use,Business Int•e.r ptie and delay in Gemnle.fion IRSUFaRGe b Additions and Deletions ReportforAIA DocumentA201T"-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.WARNING:This AIA° Document is protected by U.S.Copyright Law and 5 International Treaties.Unauthorized reproduction or distribution of this AIA®Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:37:45 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1886476619) against PAGE 32 §12.2.2.1 In addition to the Contractor's obligations under Section 3.5,if,within one year after the date of Substantial Completion of the Work or designated portion thereof or after the date for commencement of warranties established under Section 9.9.1,or by terms of any applicable special warranty required by the Contract Documents,any of the Work is found to be not in accordance with the requirements of the Contract Documents,the Contractor shall correct it promptly after receipt of notice from the Owner to do so,unless the Owner has previeusly b so.The Owner shall give such notice promptly after discovery of the condition.During the one-year period for correction of Work,if the Owner fails to notify the Contractor and give the Contractor an opportunity to make the correction,the Owner waives the rights to require correction by the Contractor and to make a claim for breach of warranty.If the Contractor fails to correct nonconforming Work within a reasonable time during that period after receipt of notice from the Owner or Architect,the Owner may correct it in accordance with Section 2.5. PAGE 33 The Contract shall be governed by the law of the place where the Project is leeated, exel ding'"a'uFisdiet; ~'^ eheiee of law rules. if the pai4ies have seleeted aFbitfation as the method of binding dispute Feselution,the Federal ^"";+..atie~ n,.+shall ,aver~ Section 14 4 located. PAGE 34 §14.1.3 If one of the reasons described in Section 14.1.1 or 14.1.2 exists,the Contractor may,upon seven days' notice to the Owner and Architect,terminate the Contract and recover from the Owner payment for Work executed,as well as reasonable overhead and pFefit-on Work not executed,and costs incurred by reason of such termination. PAGE 35 §14.2.2 When any of the reasons described in Section 14.2.1 exist,and Upon eel4ifieatieH by the Arehoti..r.4 thl; ^~#:..7e~t ^••^e eXists*e j~^t'f•'^••^"^e'e~ the Owner may,without prejudice to any other rights or remedies of the Owner and after giving the Contractor and the Contractor's surety,if any,seven days'notice,terminate employment of the Contractor and may,subject to any prior rights of the surety: §14.2.4 If es ineurred by the Owner Andb expFes ^i..waived,^ eh e�Eeess shall be paid t„the� ~*. ., If-such costs and damages exceed the unpaid balance, the Contractor shall pay the difference to the Owner.The amount to be paid to the Contractor or Owner,as the case may be,shall be certified by the Initial Decision Maker,upon application,and this obligation for payment shall survive termination of the Contract. §14.3.2 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. No adjustment shall be made to the extent Additions and Deletions Report for AIA DocumentA201TM—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.WARNING:This AIA° Document is protected by U.S.Copyright Law and 6 International Treaties.Unauthorized reproduction or distribution of this AIA®Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:37:45 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1886476619) §14.4.3 In case of such termination for the Owner's convenience,the Owner shall pay the Contractor for Work properly executed; costs incurred by reason of the termination,including costs attributable to termination of Subeentr....ts; and the teFmiR tiara fee,if any, set f Agr f4h in the fit.Subcontracts•. > PAGE 36 § 15.1.4.1 Pending final resolution of a Claim,except as otherwise agreed in wFiting ~a ^A viol,'4-writins,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 Makes' decision,subject to the right of either party to proceed in accordance with this Article 4-5-15(as changed).The Architect will issue Certificates for Payment in accordance with the decision of the Initial Decision Maker. 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 °ems '04-Section 10.4(as changed). PAGE 37 This mutual waiver is applicable,without limitation,to all consequential damages due to either party's termination in accordance with Article 44-.-14Las changed).Nothing contained in this Section 15.1.7 shall be deemed to preclude assessment of liquidated damages,when applicable,in accordance with the requirements of the Contract Documents. binding§ 15.2.6.1 Either paFty may,within 30 days fFR-R;the d-ate of reeeipt ef an initial deeision,deffiand in,'A,riting that the ether paFty file for-mediation.if sueh a demand is Enade and the pat4y r-eeeiving the demand faik;te-file fei:medkition AA,ithin 30 days after-Feseipt thereof-,theft bath paFties waive their rights to mediate OF puFsue dispute r6-.rA11#iRR pr-eeeedi ,ith respeet t„the itiel .]e PAGE 38 §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.'9.10.5,and 15.1.7,shall be subject to mediation as a condition precedent to binding dispute resolution. R 15.4 A A,itFAVAR binding dispute reselutien in the Agreement,anyClaiFH SHI�Kt 4),bUt fl8t Feselved by,Enediation shall be subjeet to arbitration whieh,unless the paFties mutually agree b the arbitratiefl.The paF45,b erl.itretien i permi#ed to be,demanded legal§ 15.4.1.1 A d-e-mand-fi-;r arb-itratien shall he made,ne earl than coneurrentlyWith the filiHg E)f a reqUest equitable preeeedings legal a equitable p ee,tings based an the Gla up; b Additions and Deletions Report for AIA DocumentA201TM—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.WARNING:This AIA° Document is protected by U.S.Copyright Law and 7 International Treaties.Unauthorized reproduction or distribution of this AIA®Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:37:45 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1886476619) § 15.4.2 The award rendered by the aFbitrater er-arbitfatefs shall be final,and judgfnent may be entefed Upon it in nnni.Fanr.r..a with nnnri„nt,re law in any nE..r.h having:r.r.isdintief thelFenf, b b having jwis ie ieti the e r b agreementPFEwided that(1)the ffbitFatien b is required if eamplete rekef is te- be acearded k; ar-hitratien,provided that the pafty seught to be joined eansefits in b § 4 5.4.4.3 The Owner and GE)HtFaeter gaflt 4)aH5'PeFSEHI er efifity made a pat4y te an arbitFa4ieFt eefidtleted Under this Seetien 15.4,whether byjaind-ker Ar re-n-se-lidatien,the saffle rights efjeifidef:and eanselidatien as these Of the&A'fief and GentFaetff tifidel:this by o ' Additions and Deletions Report for AIA Document A20111'—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.WARNING:This AIA® Document is protected by U.S.Copyright Law and 8 International Treaties.Unauthorized reproduction or distribution of this AIA®Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:37:45 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1886476619) Document A133 - 2009 Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price ADDITIONS AND DELETIONS: AGREEMENT made as of the day of in the year The author of this document has added information needed for its (In words, indicate day, month and year.) completion.The author may also have revised the text of the original BETWEEN the Owner: AIA standard form.An Additions and (Name, legal status and address) Deletions Report that notes added information as well as revisions to the Town of Westlake,Texas a general law type A municipality standard form text is available from 1500 Solana Boulevard,Building 7,Westlake,Texas 76262 the author and should be reviewed.A vertical line in the left margin of this and the Construction Manager: document indicates where the author (Name, legal status and address) has added necessary information and where the author has added to or Core Construction Services of Texas,Inc.a Texas corporation deleted from the original AIA text. 10625 North County Road,Frisco,Texas 75033 This document has important legal consequences.Consultation with an for the following Project: attorney is encouraged with respect (Name and address or location) to its completion or modification. Westlake Fire Station AIA Document A201TM-2007, 2000 Dove Road,Westlake,Texas General Conditions of the Contract for Construction,is adopted in this The Architect: document by reference.Do not use (Name, legal status and address) with other general conditions unless this document is modified. BRW Architects 3535 Travis Street,Suite 250,Dallas,Texas 75204 Stephen Hilt,AIA,Senior Associate 214-528-8704 The Owner's Designated Representative: (Name, address and other information) Tom Brymer,or other person as designated and Troy Meyer 1500 Solana Blvd.,Bldg.7,Suite 7200 Westlake,Texas 76262 TMeyer@wetlake-tx.org 817-490-5735 817-829-6974(Cell) The Construction Manager's Designated Representative: (Name, address and other information) Gary A.Frazier President,Core Constructions Services of Texas,Inc. 10625 North County Road,Frisco,TX 75033 972-668-9340 AIA Document A133 TM—2009(formerly A121TMCMC—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved. Init. WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. l This document was produced by AIA software at 16:32:48 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1261987702) Cell 972-979-8089 garyfrazier@coreconstruction.com The Architect's Designated Representative: (Name, address and other information) Stephen Hilt,AIA,Senior Associate BRW Architects 3535 Travis Street,Suite 250 Dallas,Texas 75204 214-528-8704 The Owner and Construction Manager agree as follows. AIA Document A133TI—2009(formerly A121—CMc—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved. Init. WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA® 2 Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. / This document was produced by AIA software at 16:32:48 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1261987702) TABLE OF ARTICLES 1 GENERAL PROVISIONS 2 CONSTRUCTION MANAGER'S RESPONSIBILITIES 3 OWNER'S RESPONSIBILITIES 4 COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES 5 COMPENSATION FOR CONSTRUCTION PHASE SERVICES 6 COST OF THE WORK FOR CONSTRUCTION PHASE 7 PAYMENTS FOR CONSTRUCTION PHASE SERVICES 8 INSURANCE AND BONDS 9 DISPUTE RESOLUTION 10 TERMINATION OR SUSPENSION 11 MISCELLANEOUS PROVISIONS 12 SCOPE OF THE AGREEMENT EXHIBIT A GUARANTEED MAXIMUM PRICE AMENDMENT ARTICLE 1 GENERAL PROVISIONS §1.1 The Contract Documents The Contract Documents consist of this Agreement,Conditions of the Contract(General, Supplementary and other Conditions),Drawings,Specifications,Addenda,the document titled Core Construction Westlake Fire Station,issued prior to the 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 attached to this Agreement or repeated herein.Upon the Owner's acceptance of the Construction Manager's Guaranteed Maximum Price proposal,the Contract Documents will also include the documents described in Section 2.2.3 and identified in the Guaranteed Maximum Price Amendment and revisions prepared by the Architect and furnished by the Owner as described in Section 2.2.8,as attached.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. §1.2 Relationship of the Parties The Construction Manager accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner to cooperate with the Architect and exercise the Construction Manager's skill and judgment in furthering the interests of the Owner;to furnish efficient construction administration,management services and supervision;to furnish at all times an adequate supply of workers and materials;and to perform the Work in an expeditious and economical manner consistent with the Owner's interests.The Owner agrees to furnish or approve,in a timely manner,information required by the Construction Manager and to make payments to the Construction Manager in accordance with the requirements of the Contract Documents. §1.3 General Conditions For the Preconstruction Phase,AIA Document A201 Tm-2017,Article 1,General Provisions of the Contract for Construction,shall apply only as specifically provided in this Agreement and attached hereto provided that the terms have been modified in the attachment from the general form in order to reflect the intent of the Parties.For the Construction Phase,the general conditions of the contract shall be as set forth in A201-2017,Article 1, "General AIA Document A133TM—2009(formerly A121TMCMc—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved. Init. WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA® 3 Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:32:48 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1261987702) Provisions"which document is incorporated herein as changed and attached.The term"Contractor"as used in A201- 2017 shall mean the Construction Manager. ARTICLE 2 CONSTRUCTION MANAGER'S RESPONSIBILITIES The Construction Manager's Preconstruction Phase responsibilities are set forth in Sections 2.1 and 2.2.The Construction Manager's Construction Phase responsibilities are set forth in Section 2.3.The Owner and Construction Manager may agree,in consultation with the Architect,for the Construction Phase to commence prior to completion of the Preconstruction Phase, in which case,both phases will proceed concurrently.The Construction Manager shall identify a representative authorized to act on behalf of the Construction Manager with respect to the Project. §2.1 Preconstruction Phase §2.1.1 The Construction Manager shall provide a preliminary evaluation of the Owner's program,schedule and construction budget requirements,each in terms of the other. §2.1.2 Consultation The Construction Manager shall schedule and conduct meetings with the Architect and Owner to discuss such matters as procedures,progress,coordination,and scheduling of the Work.The Construction Manager shall advise the Owner and the Architect on proposed site use and improvements,selection of materials,and building systems and equipment. The Construction Manager shall also provide recommendations consistent with the Project requirements to the Owner and Architect on constructability;availability of materials and labor;time requirements for procurement, installation and construction; and factors related to construction cost including,but not limited to,costs of alternative designs or materials,preliminary budgets,life-cycle data,and possible cost reductions. §2.1.3 When Project requirements in Section 3.1.1 have been sufficiently identified,the Construction Manager shall prepare and periodically update a Project schedule for the Architect's review and the Owner's acceptance. The Construction Manager shall obtain the Architect's approval for the portion of the Project schedule relating to the performance of the Architect's services.The Project schedule shall coordinate and integrate the Construction Manager' s services,the Architect's services,other Owner consultants' services,and the Owner's responsibilities and identify items that could affect the Project's timely completion.The updated Project schedule shall include the following: submission of the Guaranteed Maximum Price proposal;components of the Work;times of commencement and completion required of each Subcontractor;ordering and delivery of products, including those that must be ordered well in advance of construction;and the occupancy requirements of the Owner. §2.1.4 Phased Construction The Construction Manager shall provide recommendations with regard to accelerated or fast-track scheduling, procurement,or phased construction.The Construction Manager shall take into consideration cost reductions,cost information,constructability,provisions for temporary facilities and procurement and construction scheduling issues. §2.1.5 Preliminary Cost Estimates §2.1.5.1 Based on the preliminary design and other design criteria prepared by the Architect,the Construction Manager shall prepare preliminary estimates of the Cost of the Work or the cost of program requirements using area, volume or similar conceptual estimating techniques for the Architect's review and Owner's approval.If the Architect or Construction Manager suggests alternative materials and systems,the Construction Manager shall provide cost evaluations of those alternative materials and systems. §2.1.5.2 As the Architect progresses with the preparation of the Schematic Design,Design Development and Construction Documents,the Construction Manager shall prepare and update,at appropriate intervals agreed to by the Owner,Construction Manager and Architect,estimates of the Cost of the Work of increasing detail and refinement and allowing for the further development of the design until such time as the Owner and Construction Manager agree on a Guaranteed Maximum Price for the Work. Such estimates shall be provided for the Architect's review and the Owner's approval.The Construction Manager shall inform the Owner and Architect when estimates of the Cost of the Work exceed the latest approved Project budget and make recommendations for corrective action. §2.1.6 Subcontractors and Suppliers The Construction Manager shall develop bidders' interest in the Project. AIA Document A133TI—2009(formerly A121TMCMc—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved. Init. WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA® 4 Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:32:48 on 12/18/2017 under Order No.0995072568 which expires on 03113/2018,and is not for resale. User Notes: (1261987702) §2.1.7 The Construction Manager shall prepare,for the Architect's review and the Owner's acceptance,a procurement schedule for items that must be ordered well in advance of construction.The Construction Manager shall expedite and coordinate the ordering and delivery of materials that must be ordered well in advance of construction. If the Owner agrees to procure any items prior to the establishment of the Guaranteed Maximum Price,the Owner shall procure the items on terms and conditions acceptable to the Construction Manager. Upon the establishment of the Guaranteed Maximum Price,the Owner shall assign all contracts for these items to the Construction Manager and the Construction Manager shall thereafter accept responsibility for them. §2.1.8 Extent of Responsibility The Construction Manager shall exercise reasonable care in preparing schedules and estimates.The Construction Manager,however,does not warrant or guarantee estimates and schedules except as may be included as part of the Guaranteed Maximum Price.The Construction Manager is not required to ascertain that the Drawings and Specifications are in accordance with applicable laws,statutes,ordinances,codes,rules and regulations or lawful order of public authorities,but the Construction Manager shall promptly report to the Architect and Owner any nonconformity discovered by or made known to the Construction Manager as a request for information in such form as the Architect may require. §2.1.9 Notices and Compliance with Laws The Construction Manager shall comply with applicable laws,statutes,ordinances,codes,rules and regulations,and lawful orders of public authorities applicable to its performance under this Contract,and with equal employment opportunity programs,and other programs as may be required by governmental and quasi governmental authorities for inclusion in the Contract Documents. §2.2 Guaranteed Maximum Price Proposal and Contract Time §2.2.1 At a time to be mutually agreed upon by the Owner and the Construction Manager and in consultation with the Architect,the Construction Manager shall prepare a Guaranteed Maximum Price proposal for the Owner's review and acceptance.The Guaranteed Maximum Price in the proposal shall be the sum of the Construction Manager's estimate of the Cost of the Work, including contingencies described in Section 2.2.4,and the Construction Manager's Fee. §2.2.2 To the extent that the Drawings and Specifications are anticipated to require further development by the Architect,the Construction Manager shall provide in the Guaranteed Maximum Price for such further development consistent with the Contract Documents and reasonably inferable therefrom. Such further development does not include such things as changes in scope,systems,kinds and quality of materials,finishes or equipment,all of which,if required,shall be incorporated by Change Order. §2.2.3 The Construction Manager shall include with the Guaranteed Maximum Price proposal a written statement of its basis,which shall include the following: .1 A list of the Drawings and Specifications, including all Addenda thereto,and the Conditions of the Contract; .2 A list of the clarifications and assumptions made by the Construction Manager in the preparation of the Guaranteed Maximum Price proposal, including assumptions under Section 2.2.2,to supplement the information provided by the Owner and contained in the Drawings and Specifications; .3 A statement of the proposed Guaranteed Maximum Price,including a statement of the estimated Cost of the Work organized by trade categories or systems,allowances,contingency,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. §2.2.4 In preparing the Construction Manager's Guaranteed Maximum Price proposal,the Construction Manager shall include its contingency for the Construction Manager's exclusive use to cover those costs considered reimbursable as the Cost of Work but included in a Change Order. Construction Manager shall consult with Owner in regard to expenditures from contingency funds and shall obtain written Owner approval for any expenditure exceeding one thousand dollars ($1,000.00). §2.2.5 The Construction Manager shall meet with the Owner and Architect to review the Guaranteed Maximum Price proposal.In the event that the Owner and Architect discover any inconsistencies or inaccuracies in the information AIA Document A133TM—2009(formerly A121T^ICMc—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved. Init. WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA® 5 Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:32:48 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1261987702) presented,they shall promptly notify the Construction Manager,who shall make appropriate adjustments to the Guaranteed Maximum Price proposal,its basis,or both. §2.2.6 If the Owner notifies the Construction Manager that the Owner has accepted the Guaranteed Maximum Price proposal in writing before the date specified in the Guaranteed Maximum Price proposal,the Guaranteed Maximum Price proposal shall be deemed effective without further acceptance from the Construction Manager.Following acceptance of a Guaranteed Maximum Price,the Owner and Construction Manager shall execute the Guaranteed Maximum Price Amendment amending this Agreement,and shall attach a copy signed by both parties of the amendment to this Agreement,a copy of which the Owner shall provide to the Architect.The Guaranteed Maximum Price Amendment shall set forth the agreed upon Guaranteed Maximum Price with the information and assumptions upon which it is based. §2.2.7 The Construction Manager shall not incur any cost to be reimbursed as part of the Cost of the Work prior to the commencement of the Construction Phase,unless the Owner provides prior written authorization for such costs. §2.2.8 The Owner shall authorize the Architect to provide the revisions to the Drawings and Specifications to incorporate the agreed upon assumptions and clarifications contained in the Guaranteed Maximum Price Amendment. The Owner shall promptly furnish those revised Drawings and Specifications to the Construction Manager as they are revised.The Construction Manager shall notify the Owner and Architect of any inconsistencies between the Guaranteed Maximum Price Amendment and the revised Drawings and Specifications. §2.2.9 The Construction Manager shall include in the Guaranteed Maximum Price all sales,consumer,use and similar taxes for the Work provided by the Construction Manager that are legally enacted,whether or not yet effective,at the time the Guaranteed Maximum Price Amendment is executed. §2.3 Construction Phase §2.3.1 General (Paragraph deleted) §2.3.1.The date of commencement of the Work shall mean the date of commencement of the Construction Phase, which shall not be later than December 26,2017. §2.3.1.2 The Construction Phase shall commence upon the Owner's acceptance of the Construction Manager's Guaranteed Maximum Price proposal or the Owner's issuance of a Notice to Proceed,whichever occurs earlier. §2.3.2 Administration §2.3.2.1 Those portions of the Work that the Construction Manager does not customarily perform with the Construction Manager's own personnel shall be performed under subcontracts or by other appropriate agreements with the Construction Manager.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 and shall deliver such bids to the Architect.The Owner shall then determine,with the advice of the Construction Manager and the Architect,which bids will be accepted.The Construction Manager shall not be required to contract with anyone to whom the Construction Manager has reasonable objection. §2.3.2.2 If the Guaranteed Maximum Price has been established and when a specific bidder(1)is recommended to the Owner by the Construction Manager,(2)is qualified to perform that portion of the Work,and(3)has submitted a bid that conforms to the requirements of the Contract Documents without reservations or exceptions,but the Owner requires that another bid be accepted,then the Construction Manager may require that a Change Order be issued to adjust the Contract Time and the Guaranteed Maximum Price by the difference between the bid of the person or entity recommended to the Owner by the Construction Manager and the amount and time requirement of the subcontract or other agreement actually signed with the person or entity designated by the Owner. §2.3.2.3 Subcontracts or other agreements shall conform to the applicable payment provisions of section 4.2 of this Agreement,and shall not be awarded on the basis of cost plus a fee without the prior consent of the Owner.If the Subcontract is awarded on a cost plus fee basis,the Construction Manager shall provide in the Subcontract for the Owner to receive the same audit rights with regard to the Subcontractor as the Owner receives with regard to the Construction Manager in Section 6.11 below. AIA Document A13311—2009(formerly A1217-CNlc—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved. Init. WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA® 6 Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. t This document was produced by AIA software at 16:32:48 on 12/18/2017 under Order No.0995072568 which expires an 03/13/2018,and is not for resale. User Notes: (1261987702) §2,3.2.4 If the Construction Manager recommends a specific bidder that may be considered a"related party"according to Section 6.10,then the Construction Manager shall promptly notify the Owner in writing of such relationship and notify the Owner of the specific nature of the contemplated transaction,according to Section 6.10.2. §2.3.2.5 The Construction Manager shall schedule and conduct meetings to discuss such matters as procedures, progress,coordination,scheduling,and status of the Work.The Construction Manager shall prepare and promptly distribute minutes to the Owner and Architect. §2.3.2.6 Upon the execution of the Guaranteed Maximum Price Amendment,the Construction Manager shall prepare and submit to the Owner and Architect a construction schedule for the Work and submittal schedule in accordance with Section 3.10 of A201-2017,as changed and attached. §2.3.2.7 The Construction Manager shall record the progress of the Project.On a monthly basis,or otherwise as agreed to by the Owner,the Construction Manager shall submit written progress reports to the Owner and Architect,showing percentages of completion and other information required by the Owner. The Construction Manager shall also keep, and make available to the Owner and Architect,a daily log containing a record for each day of weather,portions of the Work in progress,number of workers on site,identification of equipment on site,problems that might affect progress of the work,accidents,injuries,and other information required by the Owner. §2.3.2.8 The Construction Manager shall develop a system of cost control for the Work,including regular monitoring of actual costs for activities in progress and estimates for uncompleted tasks and proposed changes.The Construction Manager shall identify variances between actual and estimated costs and report the variances to the Owner and Architect and shall provide this information in its monthly reports to the Owner and Architect,in accordance with Section 2.3.2.7 above. §2.4 Professional Services Section 3.12.10 of A201-2017,as changed and attached, shall apply to both the Preconstruction and Construction Phases. §2.5 Hazardous Materials Section 10.3 of A201-2017 as modified in the attachment and with the full deletion of all of 10.3.3 and 10.3.6, shall apply to both the Preconstruction and Construction Phases. If at any point the Construction Manager and the Contractor are not the same person,then the Construction Manager is responsible for the Contractor. ARTICLE 3 OWNER'S RESPONSIBILITIES §3.1 Information and Services Required of the Owner §3.1.1 The Owner shall provide requested information with reasonable promptness,regarding requirements for and limitations on the Project. §3.1.2 Deleted §3.1.3 The Owner has established and,if necessary,may periodically update the Owner's budget for the Project, reasonable contingencies related to all of these costs. If the Owner significantly increases or decreases the Owner's budget for the Cost of the Work,the Owner shall notify the Construction Manager and Architect. The Owner and the Architect,in consultation with the Construction Manager,shall thereafter agree to a corresponding change in the Project's scope and quality. §3.1.4 Structural and Environmental Tests,Surveys and Reports.During the Preconstruction Phase,the Owner shall furnish the following information or services with reasonable promptness. The Owner shall also furnish any other information or services under the Owner's control and relevant to the Construction Manager's performance of the Work with reasonable promptness after receiving the Construction Manager's written request for such information or services.The Construction Manager shall be entitled to rely on the accuracy of information and services furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work. §3.1.4.1 The Owner shall furnish tests,inspections and reports required by law and as otherwise agreed to by the parties,such as structural,mechanical,and chemical tests,tests for air and water pollution,and tests for hazardous materials. AIA Document A133T"-2009(formerly A121TMCMc-2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved. Init. WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA° 7 Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:32:48 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1261987702) §3.1.4.2 The Owner may furnish publicly available surveys describing physical characteristics,legal limitations and utility locations for the site of the Project,and a legal description of the site.The surveys and legal information may include,as applicable,grades and lines of streets,alleys,pavements and adjoining property and structures;designated wetlands;adjacent drainage;rights-of-way,restrictions,easements,encroachments,zoning,deed restrictions, boundaries and contours of the site; locations,dimensions and necessary data with respect to existing buildings,other improvements and trees;and information concerning available utility services and lines,both public and private, above and below grade,including inverts and depths.If such information is not publicly available,Construction Manager shall consult with Owner concerning acquisition of such information.All the information on the survey shall be referenced to a Project benchmark by Contractor/Construction Manager provided Owner agrees. §3.1.4.3 The Owner,where such services are requested. Shall furnish services of geotechnical engineers,which may include but are not limited to test borings,test pits,determinations of soil bearing values,percolation tests,evaluations of hazardous materials,seismic evaluation,ground corrosion tests and resistivity tests,including necessary operations for anticipating subsoil conditions,with written reports and appropriate recommendations. §3.1.4.4 During the Construction Phase,the Owner shall furnish information or services required of the Owner by the Contract Documents and as requested by the Construction Manager, 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. §3.2 Owner's Designated Representative The Owner shall identify a representative authorized to act on behalf of the Owner with respect to the Project.The Owner's representative shall render decisions promptly and furnish information expeditiously,so as to avoid unreasonable delay in the services or Work of the Construction Manager.As provided in Section 4.2.1 of A201-2017, the Architect does have such authority during construction until the date the Architect issues the final Certificate for Payment.The term"Owner"means the Owner or the Owner's authorized representative. §3.2.1 Deleted §3.3 Architect The Owner shall retain an Architect to provide services,duties and responsibilities as described in AIA Document B 133TIA-2014, Standard Form of Agreement Between Owner and Architect,Construction Manager as Constructor Edition.The Owner shall provide the Construction Manager a copy of the executed agreement between the Owner and the Architect,and any further modifications to the agreement. ARTICLE 4 COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES §4.1 Compensation §4.1.1 For the Construction Manager's Preconstruction Phase services,the full amount the Owner shall compensate or not compensate the Construction Manager as follows: §4.1.2 For the Construction Manager's Preconstruction Phase services described in Sections 2.1 and 2.2: (Insert amount of, or basis for, compensation and include a list of reimbursable cost items, as applicable.) Zero (Paragraph deleted) §4.1.4 Compensation based on Direct Personnel Expense as shown on Attachment titled"Core Construction Westlake Fire Station" under"General Conditions." §4.2 Payments §4.2.1 Unless otherwise agreed,payments for services shall be made monthly in proportion to services performed. §4.2.2 Payments are due and payable after thirty(30)days from presentation of the Construction Manager's invoice AIA Document A133TM—2009(formerly A121TMCMC—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved. ]nit. WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA® 8 Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:32:48 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1261987702) (Paragraphs deleted) ARTICLE 5 COMPENSATION FOR CONSTRUCTION PHASE SERVICES §5.1 For the Construction Manager's performance of the Work as described in Section 2.3,the Owner shall pay the Construction Manager the Contract Sum in current funds.The Contract Sum is the Cost of the Work as defined in Section 6.1.1 plus the Construction Manager's Fee. §5.1.1 The Construction Manager's Fee: (State a lump sum,percentage of Cost of the Work or other provision for determining the Construction Manager's Fee.) Three hundred eighteen thousand,five hundred dollars($318,500.00) §5.1.2 The method of adjustment of the Construction Manager's Fee for changes in the Work: Shall be as provided in this Agreement(section 5.35)three and one-half percent(3.5%)of cost §5.1.3 Limitations,if any,on a Subcontractor's overhead and profit for increases in the cost of its portion of the Work: Shall be as provided in this Agreement §5.1.4 Not applicable.All rental rates for Construction Manager owned equipment are included in the Construction Manager's Fees. (Table deleted) (Paragraphs deleted) §5.2 Guaranteed Maximum Price §5.2.1 The Construction Manager guarantees that the Contract Sum shall not exceed the Guaranteed Maximum Price set forth in the Guaranteed Maximum Price Amendment,as it is amended from time to time.To the extent the Cost of the Work exceeds the Guaranteed Maximum Price,the Construction Manager shall bear such costs in excess of the Guaranteed Maximum Price without reimbursement or additional compensation from the Owner. Nine million,seven hundred thirty seven thousand,two hundred eighty one dollars($9,737,281.00) §5.2.2 The Guaranteed Maximum Price is subject to additions and deductions by Change Order as provided in the Contract Documents and the Date of Substantial Completion shall be subject to adjustment as provided in the Contract Documents. §5.3 Changes in the Work §5.3.1 The Owner may,without invalidating the Contract,order changes in the Work within the general scope of the Contract consisting of additions,deletions or other revisions.The Owner shall issue such changes in writing.The Architect may make minor changes in the Work as provided in Section 7.4 of AIA Document A201-2017,attached, General Conditions of the Contract for Construction.The Construction Manager shall be entitled to an equitable adjustment in the Contract Time as a result of changes in the Work. §5.3.2 Adjustments to the Guaranteed Maximum Price on account of changes in the Work subsequent to the execution of the Guaranteed Maximum Price Amendment may be determined by any of the methods listed in Section 7.3.3.3 of AIA Document A201-2017,attached,General Conditions of the Contract for Construction. §5.3.3 In calculating adjustments to subcontracts(except those awarded with the Owner's prior consent on the basis of cost plus a fee),the terms "cost"and"fee"as used in Section 7.3.3.3 of AIA Document A201-2017 and the term "costs"as used in Section 7.3.7 of AIA Document A201-2017,attached, shall have the meanings assigned to them in AIA Document A201 2017(attached) AIA Document A133-—2009(formerly A121TMCMc—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved. Init. WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA® 9 Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. t This document was produced by AIA software at 16:32:48 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1261987702) §5.3.4 In calculating adjustments to the Guaranteed Maximum Price,the terms"cost"and"costs"as used in the above- referenced provisions of AIA Document A201-2017,as changed and attached,shall mean the Cost of the Work as defined and as attributed to the applicable Party in Sections 6.1 to 6.7 of this Agreement(Form A 133-2009)and the term "fee"shall mean the Construction Manager's Fee as defined in Section 5.1 of this Agreement. §5.3.5 If no specific provision is made in Section 5.1.2 for adjustment of the Construction Manager's Fee in the case of changes in the Work,or if the extent of such changes is such,in the aggregate,that application of the adjustment provisions of Section 5.1.2 will cause substantial inequity to the Owner or Construction Manager,the Construction Manager's Fee shall be equitably adjusted on the same basis that was used to establish the Fee for the original Work, and the Guaranteed Maximum Price shall be adjusted accordingly. ARTICLE 6 COST OF THE WORK FOR CONSTRUCTION PHASE §6.1 Costs to Be Reimbursed §6.1.1 The term Cost of the Work shall mean costs necessarily incurred by the Construction Manager in the proper performance of the Work. Such costs shall be at rates not higher than the standard paid at the place of the Project except with prior consent of the Owner.The Cost of the Work shall include only the items set forth in Sections 6.1 through 6.7. §6.1.2 Where any cost is subject to the Owner's prior approval,the Construction Manager shall obtain this approval prior to incurring the cost.The parties shall endeavor to identify any such costs prior to executing Guaranteed Maximum Price Amendment. §6.2 Labor Costs §6.2.1 Wages of construction workers directly employed by the Construction Manager to perform the construction of the Work at the site or,with the Owner's prior approval,at off-site workshops. §6.2.2 Wages or salaries of Construction Manager's supervisor or administrative personnel are as shown on the attachment titled "Core Construction Westlake Fire Station." §6.2.3 Wages and salaries of the Construction Manager's supervisory or administrative personnel engaged at factories,workshops or on the road,in expediting the production or transportation of materials or equipment required for the Work,but only for that portion of their time required for the Work. §6.2.4 Deleted §6.2.5 Deleted §6.3 Subcontract Costs Payments made by the Construction Manager to Subcontractors in accordance with the requirements of the subcontracts for work done pursuant to this Agreement. §6.4 Costs of Materials and Equipment Incorporated in the Completed Construction §6.4.1 Costs,including transportation and storage,of materials and equipment incorporated or to be incorporated in the completed construction. §6.4.2 Costs of materials described in the preceding Section 6.4.1 in excess of those actually installed to allow for reasonable waste and spoilage. Unused excess materials,if any,shall become the Owner's property at the completion of the Work or,at the Owner's option,shall be sold by the Construction Manager.Any amounts realized from such sales shall be credited to the Owner as a deduction from the Cost of the Work. §6.5 Costs of Other Materials and Equipment,Temporary Facilities and Related Items As shown on document titled"Core Construction Westlake Fire Station" §6.5.1 Costs of transportation,storage, installation,maintenance,dismantling and removal of materials,supplies, temporary facilities,machinery,equipment and hand tools not customarily owned by construction workers that are provided by the Construction Manager at the site and fully consumed in the performance of the Work. Costs of materials,supplies,temporary facilities,machinery,equipment and tools that are not fully consumed shall be based on 1111t. AIA Document A13311—2009(formerly Al2VNICMc—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved. WARNING:This AIA°Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA® 10 Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:32:48 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1261987702) the cost or value of the item at the time it is first used on the Project site less the value of the item when it is no longer used at the Project site.Costs for items not fully consumed by the Construction Manager shall mean fair market value. §6.5.2 Rental charges for temporary facilities,machinery,equipment and hand tools not customarily owned by construction workers that are provided by the Construction Manager at the site and costs of transportation,installation, minor repairs,dismantling and removal.The total rental cost of any Construction Manager-owned item may not exceed the purchase price of any comparable item.Rates of Construction Manager-owned equipment and quantities of equipment shall be subject to the Owner's prior approval. §6.5.3 Costs of removal of debris from the site of the Work and its proper and legal disposal. §6.5.4 Costs of document reproductions,postage and parcel delivery charges,and reasonable petty cash expenses of the site office. §6.5.5 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. §6.5.6 Costs of materials and equipment suitably stored off the site at a mutually acceptable location,subject to the Owner's prior approval. §6.6 Miscellaneous Costs §6.6.1 Premiums for that portion of insurance and bonds required by the Contract Documents that can be directly attributed to this Contract.Self-insurance for either full or partial amounts of the coverages required by the Contract Documents,with the Owner's prior approval. §6.6.2 Not applicable. §6.6.3 Not applicable. §6.6.4 Fees of laboratories for tests required by the Contract Documents,except those related to defective or nonconforming Work for which reimbursement is excluded. (Paragraph deleted) §6.6.5. Construction Manager shall be responsible for any royalties or license fees to be paid for the use of any particular design,process or product used in connection with this Work. §6.6.6 Costs of electronic equipment and software,directly related to the Work with the Owner's prior approval. §6.6.7 Owner/Town is not responsible for deposits lost for causes other than the Construction Manager's negligence or failure to fulfill a specific responsibility in the Contract Documents. Any such payment shall be by Construction Manager. §6.6.8 Deleted §6.6.9 Deleted §6.7 Other Costs and Emergencies §6.7.1 Other costs incurred in the performance of the Work if,and to the extent,approved in advance in writing by the Owner. §6.7.2 Costs incurred in taking action to prevent threatened damage, injury or loss in case of an emergency affecting the safety of persons and property,as provided in Section 10.4 of AIA Document A201-2017. Construction Manager will notify Town as soon as possible and will work with Town's representative in making decisions to limit damage, injury and loss. AIA Document All 33TM—2009(formerly A121TmCMc—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved. Init. WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA® 11 Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:32:48 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1261987702) §6.7.3 Costs of repairing or correcting damaged or nonconforming Work executed by the Construction Manager, subcontractor or suppliers shall be the responsibility of the person responsible for the damaged or nonconforming Work. §6.7.4 The costs described in Sections 6.1 through 6.7 shall be as shown in those sections,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 6.8. §6.8 Costs Not To Be Reimbursed §6.8.1 The Cost of the Work shall not include the items listed below: .1 Salaries and other compensation of the Construction Manager's personnel stationed at the Construction Manager's principal office or offices other than the site office,except as specifically provided in Section 6.2,or as may be provided in Article 11; .2 Expenses of the Construction Manager's principal office and offices other than the site office; .3 Overhead and general expenses,except as may be expressly included in Sections 6.1 to 6.7; .4 The Construction Manager's capital expenses,including interest on the Construction Manager's capital employed for the Work; .5 Except as provided in Section 6.7.3 of this Agreement,costs due to the negligence or failure of the Construction Manager,Subcontractors and suppliers or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable to fulfill a specific responsibility of the Contract; .6 Any cost not specifically and expressly described in Sections 6.1 to 6.7; .7 Costs,other than costs included in Change Orders approved by the Owner,that would cause the Guaranteed Maximum Price to be exceeded; and .8 Costs for services incurred during the Preconstruction Phase. §6.9 Discounts,Rebates and Refunds §6.9.1 Cash discounts obtained on payments made by the Construction Manager shall accrue to the Owner if(1) before making the payment,the Construction Manager included them in an Application for Payment and received payment from the Owner,or(2)the Owner has deposited funds with the Construction Manager with which to make payments;otherwise,cash discounts shall accrue to the Construction Manager. Trade discounts,rebates,refunds and amounts received from sales of surplus materials and equipment shall accrue to the Owner,and the Construction Manager shall make provisions so that they can be obtained. §6.9.2 Amounts that accrue to the Owner in accordance with the provisions of Section 6.9.1 shall be credited to the Owner as a deduction from the Cost of the Work. §6.10 Related Party Transactions §6.10.1 For purposes of Section 6.10,the term "related party"shall mean a parent,subsidiary,affiliate or other entity having common ownership or management with the Construction Manager;any entity in which any stockholder in,or management employee of,the Construction Manager owns any interest in excess of ten percent in the aggregate;or any person or entity which has the right to control the business or affairs of the Construction Manager.The term "related party" includes any member of the immediate family of any person identified above. §6.10.2 If any of the costs to be reimbursed arise from a transaction between the Construction Manager and a related party,the Construction Manager shall notify the Owner of the specific nature of the contemplated transaction, including the identity of the related party and the anticipated cost to be incurred,before any such transaction is consummated or cost incurred.If the Owner,after such notification,authorizes the proposed transaction,then the cost incurred shall be included as a cost to be reimbursed,and the Construction Manager shall procure the Work, equipment,goods or service from the related party,as a Subcontractor,according to the terms of Sections 2.3.2.1, 2.3.2.2 and 2.3.2.3.If the Owner fails to authorize the transaction,the Construction Manager shall procure the Work, equipment,goods or service from some person or entity other than a related party according to the terms of Sections 2.3.2.1,2.3.2.2 and 2.3.2.3. If Construction Manager procures the Work,equipment goods or services from a related party without informing the Owner,the Owner may reject some or all of the costs. §6.11 Accounting Records The Construction Manager shall keep full and detailed records and accounts related to the cost of the Work and exercise such controls as may be necessary for proper financial management under this Contract and to substantiate all AIA Document A 1331—2009(formerly A121*MCMC—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved. [nit. WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA° 12 Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:32:48 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1261987702) costs incurred. The accounting and control systems shall be satisfactory to the Owner.The Owner and the Owner's auditors shall,during regular business hours and upon reasonable notice,be afforded access to,and shall be permitted to audit and copy,the Construction Manager's records and accounts,including complete documentation supporting accounting entries,books,correspondence,instructions,drawings,receipts,subcontracts,Subcontractor's proposals, purchase orders,vouchers,memoranda and other data relating to this Contract.The Construction Manager shall preserve these records for a period of three years after final payment,or for such longer period as may be required by law. ARTICLE 7 PAYMENTS FOR CONSTRUCTION PHASE SERVICES §7.1 Progress Payments §7.1.1 Based upon Applications for Payment submitted to the Architect by the Construction Manager and Certificates for Payment issued by the Architect,the Owner shall make progress payments on account of the Contract Sum to the Construction Manager as provided below and elsewhere in the Contract Documents. §7.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month,or as follows: N/A §7.1.3 Provided that an Application for Payment is received by the Architect not later than the first (1s1) day of a month,the Owner shall make payment of the certified amount to the Construction Manager not later than the thirtieth (301h)after receiving the application of payment from the architect.If an Application for Payment is received by the Architect after the application date fixed above,payment shall be made by the Owner not later than thirty ( 30 )days after the Architect receives the Application for Payment. (Federal, state or local laws may require payment within a certain period of time.) §7.1.4 With each Application for Payment,the Construction Manager shall submit payrolls,petty cash accounts, receipted invoices or invoices with check vouchers attached,and any other evidence required by the Owner or Architect to demonstrate that cash disbursements already made by the Construction Manager on account of the Cost of the Work equal or exceed progress payments already received by the Construction Manager,less that portion of those payments attributable to the Construction Manager's Fee,plus payrolls for the period covered by the present Application for Payment. §7.1.5 Each Application for Payment shall be based on the most recent schedule of values submitted by the Construction Manager in accordance with the Contract Documents.The schedule of values shall allocate the entire Guaranteed Maximum Price among the various portions of the Work,except that the Construction Manager's Fee shall be shown as a single separate item.The schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as the Architect may require.This schedule,unless objected to by the Architect,shall be used as a basis for reviewing the Construction Manager's Applications for Payment. §7.1.6 Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment.The percentage of completion shall be the lesser of(1)the percentage of that portion of the Work which has actually been completed,or(2)the percentage obtained by dividing (a)the expense that has actually been incurred by the Construction Manager on account of that portion of the Work for which the Construction Manager has made or intends to make actual payment prior to the next Application for Payment by(b)the share of the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values. §7.1.7 Subject to other provisions of the Contract Documents,the amount of each progress payment shall be computed as follows: .1 Take that portion of the Guaranteed Maximum Price properly allocable to completed Work as determined by multiplying the percentage of completion of each portion of the Work by the share of the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values.Pending final determination of cost to the Owner of changes in the Work,amounts not in dispute shall be included as provided in Section 7.3.9 of AIA Document A201-2017; AIA Document All 33TM—2009(formerly A121TmCMc—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved. Init. WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA® 13 Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. / This document was produced by AIA software at 16:32:48 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1261987702) .2 Add that portion of the Guaranteed Maximum Price properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work,or if approved in advance by the Owner,suitably stored off the site at a location agreed upon in writing; .3 Add the Construction Manager's Fee, less retainage of five percent(5 %).The Construction Manager's Fee shall be computed upon the Cost of the Work at the rate stated in Section 5.1 or, if the Construction Manager's Fee is stated as a fixed sum in that Section,shall be an amount that bears the same ratio to that fixed-sum fee as the Cost of the Work bears to a reasonable estimate of the probable Cost of the Work upon its completion; .4 Subtract retainage of five percent(5 %)from that portion of the Work that the Construction Manager self-performs; .5 Subtract the aggregate of previous payments made by the Owner; .6 Subtract the shortfall, if any,indicated by the Construction Manager in the documentation required by Section 7.1.4 to substantiate prior Applications for Payment,or resulting from errors subsequently discovered by the Owner's auditors in such documentation; and .7 Subtract amounts,if any,for which the Architect has withheld or nullified a Certificate for Payment as provided in Section 9.5 of AIA Document A201-2017. §7.1.8 The Owner and Construction Manager shall agree upon(1)a mutually acceptable procedure for review and approval of payments to Subcontractors and(2)the percentage of retainage held on Subcontracts,and the Construction Manager shall execute subcontracts in accordance with those agreements. §7.1.9 Except with the Owner's prior approval,the Construction Manager shall not make advance payments to suppliers for materials or equipment which have not been delivered and stored at the site. §7.1.10 In taking action on the Construction Manager's Applications for Payment,the Architect shall be entitled to rely on the accuracy and completeness of the information furnished by the Construction Manager and shall be deemed to represent that the Architect has made a detailed examination,audit or arithmetic verification of the documentation submitted in accordance with Section 7.1.4 or other supporting data;that the Architect has made exhaustive or continuous on-site inspections;or that the Architect has made examinations to ascertain how or for what purposes the Construction Manager has used amounts previously paid on account of the Contract. Such examinations,audits and verifications,if required by the Owner,will be performed by the Owner's auditors acting in the sole interest of the Owner. §7.2 Final Payment §7.2.1 Final payment,constituting the entire unpaid balance of the Contract Sum,shall be made by the Owner to the Construction Manager when .1 the Construction Manager has fully performed the Contract except for the Construction Manager's responsibility to correct Work as provided in Section 12.2.2 of AIA Document A201-2007,and to satisfy other requirements,if any,which extend beyond final payment; .2 the Construction Manager has submitted a final accounting for the Cost of the Work and a final Application for Payment;and .3 a final Certificate for Payment has been issued by the Architect. The Owner's final payment to the Construction Manager shall be made no later than 60 days after the issuance of the Architect's final Certificate for Payment,or as follows: N/A §7.2.2 The Owner's auditors will review and report in writing on the Construction Manager's final accounting within 60 days after delivery of the final accounting to the Architect by the Construction Manager.Based upon such Cost of the Work as the Owner's auditors report to be substantiated by the Construction Manager's final accounting,and provided the other conditions of Section 7.2.1 have been met,the Architect will,within seven days after receipt of the written report of the Owner's auditors,either issue to the Owner a final Certificate for Payment with a copy to the Construction Manager,or notify the Construction Manager and Owner in writing of the Architect's reasons for withholding a certificate as provided in Section 9.5.1 of the AIA Document A201-2017. The time periods stated in AIA Document A133T1—2009(formerly A121—CMc—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved. Init. WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA® 14 Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:32:48 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1261987702) this Section supersede those stated in Section 9.4.1 of the AIA Document A201-2007.The Architect is responsible for verifying the accuracy of the Construction Manager's final accounting. §7.2.3 If the Owner's auditors report the Cost of the Work as substantiated by the Construction Manager's final accounting to be less than claimed by the Construction Manager,the Construction Manager shall be entitled to request mediation of the disputed amount without seeking an initial decision pursuant to Section 15.2 of A201-2007.A request for mediation shall be made by the Construction Manager within 30 days after the Construction Manager's receipt of a copy of the Architect's final Certificate for Payment.Failure to request mediation within this 30-day period shall result in the substantiated amount reported by the Owner's auditors becoming binding on the Construction Manager.Pending a final resolution of the disputed amount,the Owner shall pay the Construction Manager the amount certified in the Architect's final Certificate for Payment. §7.2.4 If,subsequent to final payment and at the Owner's request,the Construction Manager incurs costs described in Section 6.1.1 and not excluded by Section 6.8 to correct defective or nonconforming Work,the Owner shall reimburse the Construction Manager such costs and the Construction Manager's Fee applicable thereto on the same basis as if such costs had been incurred prior to final payment,but not in excess of the Guaranteed Maximum Price.If the Construction Manager has participated in savings as provided in Section 5.2.1,the amount of such savings shall be recalculated and appropriate credit given to the Owner in determining the net amount to be paid by the Owner to the Construction Manager. ARTICLE 8 INSURANCE AND BONDS For all phases of the Project,the Construction Manager and the Owner shall purchase and maintain insurance,and the Construction Manager shall provide bonds as set forth in Article 11 of AIA Document A201-2007. (State bonding requirements, if any, and limits of liability for insurance required in Article 11 of AIA Document A201-2007.) Type of Insurance or Bond Limit of Liability or Bond Amount($0.00) Bonds required: Bond Amounts: Performance Bond covering faithful Bond—Performance-The performance bond shall be equal to performance of contract,payment of one hundred percent(100%) obligation Bond—Maintenance—The maintenance bond shall be equal to Bond-two year maintenance bond. one hundred percent(100%) Insurance required: Insurance Amounts required: Commercial General Liability(CGL) CGL-as set out including coverage for Premises— One Million dollars($1,000,000.00) Each Occurrence Operations,Independent Contractors' Two Million Dollars($2,000,000.00)General Aggregate Protective,Products—Completed One Million Dollars($1,000,000.00)Personal and Advertising Operations,Contractual Liability, Injury Personal Injury and Broad Form Property Two Million Dollars($2,000,000.00)Products—Completed Damage(including coverage for Operations Aggregate Explosion,Collapse and Underground hazards). 1. The policy shall be endorsed to have the General Aggregate apply to this Project only. 2. Products and Completed Operations insurance shall be maintained for a minimum period of at least Two(2)years after either ninety(90)days following Substantial Completion or final payment, whichever is earlier Other Coverage: Umbrella Liability Other Coverage Umbrella Liability—Ten Million Dollars($10,000,000.00) AIA Document A133Tm—2009(formerly A121—CM-2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved. Init. WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA° 15 Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 16:32:48 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1261987702) Each Occurrence,General Aggregate,Products/Complete Such insurance shall be written for not less Operations than the limits shown,or greater if required by law. ARTICLE 9 DISPUTE RESOLUTION §9.1 Any Claim between the Owner and Construction Manager shall be resolved in accordance with the provisions set forth in this Article 9 and Article 15 of A201-2007.However,for Claims arising from or relating to the Construction Manager's Preconstruction Phase services,no decision by the Initial Decision Maker shall be required as a condition precedent to mediation,and Section 9.3 of this Agreement shall not apply. §9.2 For any Claim subject to,but not resolved by mediation pursuant to Section 15.3 (as changed and attached)of AIA Document A201-2007,the method of binding dispute resolution shall be as follows: (Check the appropriate box. If the Owner and Construction Manager do not select a method of binding dispute resolution below, or do not subsequently agree in writing to a binding dispute resolution method other than litigation, Claims will be resolved by litigation in a court of competent jurisdiction) [ ] [ X ] Litigation in a court of competent jurisdiction [ ] Other: (Specify) §9.3 Initial Decision Maker The Architect will serve as the Initial Decision Maker pursuant to Section 15.2 of AIA Document A201-2007 as changed and attached for Claims arising from or relating to the Construction Manager's Construction Phase services,unless the parties appoint below another individual,not a party to the Agreement,to serve as the Initial Decision Maker. (If the parties mutually agree, insert the name, address and other contact information of the Initial Decision Nlaker, if other than the Architect.) ARTICLE 10 TERMINATION OR SUSPENSION §10.1 Termination Prior to Establishment of the Guaranteed Maximum Price §10.1.1 Prior to the execution of the Guaranteed Maximum Price Amendment,the Owner may terminate this Agreement upon not less than seven days'written notice to the Construction Manager for the Owner's convenience and without cause,and the Construction Manager may terminate this Agreement,upon not less than seven days' written notice to the Owner,for the reasons set forth in Section 14.1.1 of A201-2017,as changed and attached. §10.1.2 In the event of termination of this Agreement pursuant to Section 10.1.1,the Construction Manager shall be equitably compensated for Preconstruction Phase services performed prior to receipt of a notice of termination.In no event shall the Construction Manager's compensation under this Section exceed the compensation set forth in Section 4.1. §10.1.3 If the Owner terminates the Contract pursuant to Section 10.1.1 after the commencement of the Construction Phase but prior to the execution of the Guaranteed Maximum Price Amendment,the Owner shall pay to the Construction Manager an amount calculated as follows,which amount shall be in addition to any compensation paid to the Construction Manager under Section 10.1.2: .1 Take the Cost of the Work incurred by the Construction Manager to the date of termination; .2 Add the Construction Manager's Fee computed upon the Cost of the Work to the date of termination at the rate stated in Section 5.1 or,if the Construction Manager's Fee is stated as a fixed sum in that AIA Document A13311—2009(formerly A121TMCMC—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved. Init. WARNING:This AIA° Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA® 16 Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. t This document was produced by AIA software at 16:32:48 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1261987702) Section,an amount that bears the same ratio to that fixed-sum Fee as the Cost of the Work at the time of termination bears to a reasonable estimate of the probable Cost of the Work upon its completion; and .3 Subtract the aggregate of previous payments made by the Owner for Construction Phase services. The Owner shall also pay the Construction Manager fair compensation,either by purchase or rental at the election of the Owner,for any equipment owned by the Construction Manager which the Owner elects to retain and which is not otherwise included in the Cost of the Work under Section 10.1.3.1.To the extent that the Owner elects to take legal assignment of subcontracts and purchase orders(including rental agreements),the Construction Manager shall,as a condition of receiving the payments referred to in this Article 10,execute and deliver all such papers and take all such steps,including the legal assignment of such subcontracts and other contractual rights of the Construction Manager,as the Owner may require for the purpose of fully vesting in the Owner the rights and benefits of the Construction Manager under such subcontracts or purchase orders.All Subcontracts,purchase orders and rental agreements entered into by the Construction Manager will contain provisions allowing for assignment to the Owner as described above. (Paragraph deleted) §10.2 Termination Subsequent to Establishing Guaranteed Maximum Price Following execution of the Guaranteed Maximum Price Amendment and subject to the provisions of Section 10.2.1 and 10.2.2 below,the Contract may be terminated as provided in Article 14 of AIA Document A201-2017,as changed and attached. §10.2.1 If the Owner terminates the Contract after execution of the Guaranteed Maximum Price Amendment,the amount payable to the Construction Manager pursuant to Sections 14.2 and 14.4 of A201-2017,as changed and attached,shall not exceed the amount the Construction Manager would otherwise have received pursuant to Sections 10.1.2 and 10.1.3 of this Agreement. §10.2.2 If the Construction Manager terminates the Contract after execution of the Guaranteed Maximum Price Amendment,the amount payable to the Construction Manager under Section 14.1.3 of A201-2017,as changed and attached,shall not exceed the amount the Construction Manager would otherwise have received under Sections 10.1.2 and 10.1.3 above,except that the Construction Manager's Fee shall be calculated as if the Work had been fully completed by the Construction Manager,utilizing as necessary a reasonable estimate of the Cost of the Work for Work not actually completed. §10.3 Suspension The Work may be suspended by the Owner as provided in Article 14 of AIA Document A201-2017,as changed and attached.In such case,the Guaranteed Maximum Price and Contract Time shall be increased as provided in Section 14.3.2 of AIA Document A201-2017,as changed and attached,except that the term"profit"shall be understood to mean the Construction Manager's Fee as described in Sections 5.1 and 5.3.5 of this Agreement. ARTICLE 11 MISCELLANEOUS PROVISIONS §11.1 Terms in this Agreement shall have the same meaning as those in A201-2017as changed and attached,except where otherwise provided. §11.2 Ownership and Use of Documents Section 1.5 of A201-2017,as changed and attached, shall apply to both the Preconstruction and Construction Phases. §11.3 Governing Law Section 13.1 of A201-2017,as changed and attached,shall apply to both the Preconstruction and Construction Phases, specifically,governing law shall be Texas law and venue shall be in Tarrant County,Texas. This provision takes precedence over any conflicting provision §11.4 Assignment The Owner and Construction Manager,respectively,bind themselves,their agents, successors,assigns and legal representatives to this Agreement.Neither the Owner nor the Construction Manager shall assign this Agreement without the written consent of the other,except that the Owner may assign this Agreement to a lender providing financing for the Project if the lender agrees to assume the Owner's rights and obligations under this Agreement. Except as provided in Section 13.2.2 of A201-2017,as changed and attached„neither party to the Contract shall assign the Contract as a whole without written consent of the other. If either party attempts to make such an Init. AIA Document A1331"—2009(formerly A121—CMc—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved. WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA® 17 Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. t This document was produced by AIA software at 16:32:48 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1261987702) assignment without such consent,that party shall nevertheless remain legally responsible for all obligations under the Contract. §11.5 Other provisions: 115.16 The Agreement should be understood to refer to"AIA A201-2017"as changed and attached and changed in every place where"AIA A201-2007" is used,even if that change was not made to the text. 11.5.2 Every place where the words"Construction Manager"appear,it should be understood to mean "Construction Manager-at-Risk" 11.5.3 The parties agree that the delay in completion will cause harm to the Town,and that damages for such delay are difficult to determine,but would be in excess of the liquidated damages set out in this section,and for those reasons, Construction Manager agrees to pay liquidated damages in the amount of a$500.00 per day for each additional day that the Project is not substantially complete past the agreed upon date of Substantial Completion. The date of Substantial Completion is the agreed upon date and may be adjusted,if necessary and as agreed to by the Parties.Such adjustment shall be shown in a change order signed by both Parties. 11.5.4 INDEMNIFICATION CONSTRUCTION MANAGER AGREES TO INDEMNIFIY OWNER PURSUANT TO THE TERMS IN SECTION 3.18 AIA DOCUMENT A201-2017 ATTACHED HERETO ii.5.5 Section 12.1 "Uncovering of Work" of AIA Document A201-2017 is adopted by reference and attached hereto ARTICLE 12 SCOPE OF THE AGREEMENT § 12.1 This Agreement represents the entire and integrated agreement between the Owner and the Construction Manager and supersedes all prior negotiations,representations or agreements,either written or oral.This Agreement may be amended only by written instrument signed by both Owner and Construction Manager. §12.2 The following documents comprise the Agreement: .1 AIA Document A133-2009,Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price 2 AIA Document A201-2017,General Conditions of the Contract for Construction as changed and attached .3 .4 .5 Other documents: (List other documents, if any,forming part of the Agreement.) Request for Proposal, All Proposal documents submitted by Construction Manager Document titled"Core Construction Westlake Fire Station This Agreement is entered into as of the day and year first written above. Q t X / OWNER(Signature) VC STRUCTI MANAGER(Signature) Aia s m o r l c�/I .�� P� V1"_ 1rm4J 1 (Printed name and titl (Printed n me and title) AIA Document A1337m—2009(formerly A121TMCMC—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved. Init. WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA® 18 Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. / This document was produced by AIA software at 16:32:48 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1261987702) Additions and Deletions Report for AIA°Document A133TM- 2009 This Additions and Deletions Report,as defined on page 1 of the associated document,reproduces below all text the author has added to the standard form AIA document in order to complete it,as well as any text the author may have added to or deleted from the original AIA text.Added text is shown underlined.Deleted text is indicated with a horizontal line through the original AIA text. Note: This Additions and Deletions Report is provided for information purposes only and is not incorporated into or constitute any part of the associated AIA document.This Additions and Deletions Report and its associated document were generated simultaneously by AIA software at 16:32:48 on 12/18/2017. PAGE 1 Town of Westlake,Texas a general law type A municipality 1500 Solana Boulevard,Building 7,Westlake,Texas 76262 Core Construction Services of Texas,Inc.a Texas corporation 10625 North County Road,Frisco,Texas 75033 Westlake Fire Station 2000 Dove Road,Westlake,Texas BRW Architects 3535 Travis Street, Suite 250,Dallas,Texas 75204 Stephen Hilt,AIA,Senior Associate 214-528-8704 Tom Brymer,or other person as designated and Troy Meyer 1500 Solana Blvd.,Bldg.7, Suite 7200 Westlake,Texas 76262 TMeyer(a)wetlake-tx.org 817-490-5735 817-829-6974(Cell) Gary A. Frazier President,Core Constructions Services of Texas.Inc. 10625 North County Road,Frisco,TX 75033 972-668-9340 Cell 972-979-8089 gaafrazier(a,coreconstruction.com PAGE 2 Stephen Hilt,AIA, Senior Associate BRW Architects 3535 Travis Street, Suite 250 Dallas,Texas 75204 214-528-8704 Additions and Deletions Report for AIA Document A133T'—2009(formerly A121TMCMe—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 1 reproduction or distribution of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:32:48 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1261987702) PAGE 3 The Contract Documents consist of this Agreement,Conditions of the Contract(General,Supplementary and other Conditions),Drawings, Specifications, ^a�a-Addenda,the document titled Core Construction Westlake Fire Station,issued prior to the 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 2.2.3 and identified in the Guaranteed Maximum Price Amendment and revisions prepared by the Architect and furnished by the Owner as described in Section 2-.24-2.2.8,as attached.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. For the Preconstruction Phase,AIA Document ASTM 200:7,Gene_al Gend:t:,,.is A201Tm-2017,Article 1,General Provisions of the Contract for Construction,shall apply only as specifically provided in this ^gFee+e t.Agreement and attached hereto provided that the terms have been modified in the attachment from the general form in order to reflect the intent of the Parties.For the Construction Phase,the general conditions of the contract shall be as set forth in �''1^^',A201-2017,Article 1,"General Provisions"which document is incorporated herein w..F�-�.ee-as changed and attached.The term"Contractor"as used in201 20007 A201-2017 shall mean the Construction Manager. PAGE 5 The Construction Manager shall exercise reasonable care in preparing schedules and estimates.The Construction Manager,however,does not warrant or guarantee estimates and schedules except as may be included as part of the Guaranteed Maximum Price.The Construction Manager is not required to ascertain that the Drawings and Specifications are in accordance with applicable laws,statutes,ordinances,codes,rules and rebsregulations or lawful er4er--order of public authorities,but the Construction Manager shall promptly report to the Architect and Owner any nonconformity discovered by or made known to the Construction Manager as a request for information in such form as the Architect may require. §2.2.4 In preparing the Construction Manager's Guaranteed Maximum Price proposal,the Construction Manager shall include its contingency for the Construction Manager's exclusive use to cover those costs considered reimbursable as the Cost of t-he Wer-kWer-k but :fie',•aea in a Chang e Order.Work but included in a Change Order. Construction Manager shall consult with Owner in regard to expenditures from contingency funds and shall obtain written Owner approval for any expenditure exceeding;one thousand dollars($1,000.00). PAGE 6 §2.2.6 If the Owner notifies the Construction Manager that the Owner has accepted the Guaranteed Maximum Price proposal in writing before the date specified in the Guaranteed Maximum Price proposal,the Guaranteed Maximum Price proposal shall be deemed effective without further acceptance from the Construction Manager.Following acceptance of a Guaranteed Maximum Price,the Owner and Construction Manager shall execute the Guaranteed Maximum Price Amendment amending this Agreement,and shall attach a copy signed by both parties of the amendment to this Agreement,a copy of which the Owner shall provide to the Architect.The Guaranteed Maximum Price Amendment shall set forth the agreed upon Guaranteed Maximum Price with the information and assumptions upon which it is based. §2.3.1.! F-arpurpE)sesefSeetieiig.1.2ofA201 2007,thea date A-f-A-e-mR;eHeement of the Sh-all nwan the date of Additions and Deletions Reportfor AIA Document A133M—2009(formerly A121TMCMc—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 2 reproduction or distribution of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:32:48 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1261987702) 2.3.1.The date of commencement of the Work shall mean the date of commencement of the Construction Phase, which shall not be later than December 26,2017. §2.3.2.3 Subcontracts or other agreements shall conform to the applicable payment provisions of section 4.2 of this Agreement,and shall not be awarded on the basis of cost plus a fee without the prior consent of the Owner.If the Subcontract is awarded on a cost plus fee basis,the Construction Manager shall provide in the Subcontract for the Owner to receive the same audit rights with regard to the Subcontractor as the Owner receives with regard to the Construction Manager in Section 6.11 below. PAGE 7 §2.3.2.6 Upon the execution of the Guaranteed Maximum Price Amendment,the Construction Manager shall prepare and submit to the Owner and Architect a construction schedule for the Work and submittal schedule in accordance with Section 3.10 of^''^�47—A201-2017,as chanced and attached. Section 3.12.10 ofA204-240-7-A201-2017,as changed and attached, shall apply to both the Preconstruction and Construction Phases. Section 10.3 of^2^�- '�TA201-2017 as modified in the attachment and with the full deletion of all of 10.3.3 and 10.3.6, shall apply to both the Preconstruction and Construction Phases. If at any point the Construction Manager and the Contractor are not the same person,then the Construction Manager is responsible for the Contractor. §3.1.1 The Owner shall provide requested information with reasonable promptness,regarding requirements for and limitations on the b equipment, systems, « : r a 4te re nt .Project. §3.1.2 b aFFaH-b b b regarding the QwneF's ability to make payment when due.The Owner.shall f6mish sueh evidenee as a eenditien b ements without prier Deleted §3.1.3 The Owner shall eastablish RHa has established and,if necessary,may periodically update the Owner's budget for the Project, ' ^e 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. PAGE 8 §3.1.4.2 The Owner shall f4fiish may furnish publicly available surveys describing physical characteristics,legal limitations and utility locations for the site of the Project,and a legal description of the site.The surveys and legal information s1e11-may 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, Additions and Deletions Report for AIA Document A133T1—2009(formerly A121T.CMc—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 3 reproduction or distribution of this AIA° Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:32:48 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1261987702) deed restrictions,boundaries and contours of the site;locations,dimensions and necessary data with respect to existing buildings,other improvements and trees; and information concerning available utility services and lines,both public and private,above and below grade,including inverts and depths.If such information is not publicly available, Construction Manager shall consult with Owner concerning acquisition of such information.All the information on the survey shall be referenced to a Project heapbenchmark by Contractor/Construction Manager provided Owner agrees. §3.1.4.3 The Owner,when where such services are requested,shall requested. Shall furnish services of geotechnical engineers,which may include but are not limited to test borings,test pits,determinations of soil bearing values, percolation tests,evaluations of hazardous materials,seismic evaluation,ground corrosion tests and resistivity tests, including necessary operations for anticipating subsoil conditions,with written reports and appropriate recommendations. §3.1.4.4 During the Construction Phase,the Owner shall furnish information or services required of the Owner by the Contract Documents and as requested by the Construction Manager, 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 Owner shall identify a representative authorized to act on behalf of the Owner with respect to the Project.The Owner's representative shall render decisions promptly and furnish information expeditiously,so as to avoid unreasonable delay in the services or Work of the Construction Manager. >~.,,.ept as„thef:wise provided in co,.t:en 4.11 e f A201 2007 the A rehiteet,,ees net have such—Ruth r:... As provided in Section 4.2.1 of A201-2017,the Architect does have such authority during construction until the date the Architect issues the final Certificate for Payment.The term "Owner"means the Owner or the Owner's authorized representative. §3.2.1 Legal RequiFements.:Fhe Owner shall furnish all legal,insuraftee and b sen,ioes,that fna�,be r-easenably aeeessaFy at any tifne for-the Pf ejeet to fneet the Owner's needs wid inter-e Deleted §4.1.1 For the Construction Manager's Preconstruction Phase services,the full amount the Owner shall compensate or Lot compensate the Construction Manager as follows: Zero § 4.1.3 if the PFeeenstruetiefi Phase sei-�,iees eevered by this Agreementhave nat been eampletedwithin ( )Fflenths of the date of this AgFeement, b., b the Genstriietiefi b t: f r Pr str et: Phase shall be itabl. .,,1: st � §4.1.4 Compensation based on Direct Personnel Expense ineludes the direet salaries of the Genstruetion Manager's .as shown on Attachment titled"Core Construction Westlake Fire Station"under"General Conditions." §4.2.2 Payments are due and payable Mxm-after thirty(30)days from presentation of the Construction Manager's inveiee.Ametints unpaid days after the invoiceda4e shall bear intefest„t the rate enured belew,or in the absenee ther-eaf at the legal fate b Manager. Additions and Deletions Report for AIA Document All33T" —2009(formerly A121TMCMC—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 4 reproduction or distribution of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:32:48 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1261987702) PAGE 9 Three hundred eighteen thousand,five hundred dollars($318,500.00) Shall be as provided in this Agreement(section 5.35)three and one-half percent(3.5%)of cost Shall be as provided in this Agreement §5.1.4 0%)of the standard f:ate paid eA the plaee of the-Pre Not applicable.All rental rates for Construction Manager owned equipment are included in the Construction Manager's Fees. $h63;F09i 191 PFr6Q per Unit($0.40) Nine million,seven hundred thirty seven thousand,two hundred eighty one dollars($9,737,281.00) §5.3.1 The Owner may,without invalidating the Contract,order changes in the Work within the general scope of the Contract consisting of additions,deletions or other revisions. The Owner shall issue such changes in writing.The Architect may make minor changes in the Work as provided in Section 7.4 of AIA Document "''"rte4 ''��A201- 2017,attached,General Conditions of the Contract for Construction.The Construction Manager shall be entitled to an equitable adjustment in the Contract Time as a result of changes in the Work. §5.3.2 Adjustments to the Guaranteed Maximum Price on account of changes in the Work subsequent to the execution of the Guaranteed Maximum Price Amendment may be determined by any of the methods listed in Section 7-34 7.3.3.3 of AIA Document201 100'TA201-2017,attached,General Conditions of the Contract for Construction. §5.3.3 In calculating adjustments to subcontracts(except those awarded with the Owner's prior consent on the basis of cost plus a fee),the terms "cost"and "fee"as used in Section 7.3.3.3 of AIA Document AQ-04and the term "costs"as used in Section 7.3.7 of AIA Document n?44-2-44�TA201-2017,attached, shall have the meanings assigned to them in AIA Document n?n, "n"--.a shall.,,.,t be Fnedi Pied by Seet:ens c 1 and 52,Seet;,.ns 6.1 b and Seetion 8 of this b Feemeat.AE�ustments to subeentfaets awarded with the Owner's prier. eensent en the basis of eest plus a fee shall be ealeula4ed in aeeerdatiee with the tefms ef these A201 2017(attached) §5.3.4 In calculating adjustments to the Guaranteed Maximum Price,the terms"cost"and"costs"as used in the above- referenced provisions of AIA Document A " 0A201-2017,as changed and attached,shall mean the Cost of the Work as defined and as attributed to the applicable Party in Sections 6.1 to 6.7 of this Agreement(Form A 133-2009) and the term "fee"shall mean the Construction Manager's Fee as defined in Section 5.1 of this Agreement. PAGE 10 Additions and Deletions Reportfor AIA Document A133TM—2009(formerly A121TMCMC—2003).Copyright O 1991,2003 and 2009 by The American Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 5 reproduction or distribution of this AIA° Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:32:48 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1261987702) §6.2.2 Wages or salaries of the r,.astrueti,.,,,,,r.iiag„_,ssupen,isai-yand adfniaistreAive personnel WheR stag,,..d at the site with the OwneF's prior appFeval. (if it is intended that the wages ar salaFies ef eei4ain personnel stationed at the Canstmetion Manager's chargedOtheF effiees shall be inelud-e-d-in the GA-st ef the Wer4E,identify in Seetion 14.5,the peFsenfiel to be insluded,whether far all arefily paFt of their time,and the Fates at whieh their time-v.4 I I he onstruction Manager's supervisor or administrative personnel are as shown on the attachment titled"Core Construction Westlake Fire Station." §6.2.4Manager benefits f:equired by law or-oelleetive b ants fef , eustefnai5,benefits sueh as siek leave,fnedie-al Find hp.Rkh benefits,helidays,vaeatiefis and pensielis,provided sueh eests afe based en b .Deleted §6.2.5 b, the Genstfuetien Manager .Deleted Payments made by the Construction Manager to Subcontractors in accordance with the requirements of the subcontracts for work done pursuant to this Agreement. As shown on document titled"Core Construction Westlake Fire Station" PAGE 11 §6.5.4 Costs of document reproductions, transa4issienr,....,, ',.ng dist.nee telephone e^"^ postage and parcel delivery charges,telephene seiwiee et�and reasonable petty cash expenses of the site office. §6.6.2 b GenstrHetion r,r...,ageF is 1i.bk-h!ot applicable. §6.6.3 r ,t. ,.t:,,..Manager is required by the Gent, ,.t Perumentst „y-Not applicable. §6.6.4 Fees of laboratories for tests required by the Contract Documents,except those related to defective or nonconforming Work for which reimbursement is exeludedby oeet-ier13.5.3 of AIA Deeament A201 2007 OF by etheF pfe-Asiense f the Gent.. et Tl,....,ments and.,,1 ieh de net fall within the� f C t' 6.7.E xcluded. design,§ 6.6.5 Royalties and liesease fees paid for the use of a paFtioular defendingPeeumeats;the east of b hts b legal b ments against the Gonstruetien Manageref legal b Fee eF subjest te the Qui-ar-anteed Maximum Priee.If rugh royalties,fees and-eest-r-are exr-hided by the last rentenee a —01 2007 or-atheF provisions ef the Centrar# ' then they shall net he ..1.,ded in the Cost e f the\71/.,.1. &6.6.5. Construction Manager shall be responsible for any royalties or license fees to be paid for the use of any particular design,process or product used in connection with this Work. §6.6.6 Costs€ef-of electronic equipment and software,directly related to the Work with the Owner's prior approval. Additions and Deletions Report for AIA Document A133TM—2009(formerly A121TMCMc—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 6 reproduction or distribution of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:32:48 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1261987702) §6.6.7 Deposits-Owner/Town is not responsible for deposits lost for causes other than the Construction Manager's negligence or failure to fulfill a specific responsibility in the Contract Documents. Any such payment shall be by Construction Manager. §6.6.8 Legal,mediation and ai:bitratian sests,ineluding a#ameys'4es,other than these aFiSiRg fiem disputes between thea 0-i'vner and Gaastr-uetian Manager, Agreement in the perfeFmanee of the I.A.LeffIc and with the Qwnef:'s prier appf:eval,whieh shall net be titireaseflably .:he4d-.Deleted §6.6.9 b ' pers0fillel. rod f..the Wepk Deleted §6.7.2 Costs incurred in taking action to prevent threatened damage,injury or loss in case of an emergency affecting the safety of persons and property,as provided in Section 10.4 of AIA Document ^''^�rA201-2017. Construction Manager will notify Town as soon as possible and will work with Town's representative in making decisions to limit damage,iniury and loss. §6.7.3 Costs of repairing or correcting damaged or nonconforming Work executed by the Construction Manager, damagedor suppliers,provided that suoh failure tee fi-lifill a speeifie Fespensibility of the Genstruetien Manager-and enly to the extent that the,e-e—st of Fepair er b t#hi-rr subcontractor or suppliers shall be the responsibility of the person responsible for the damaged or nonconforming Work. §6.7.4 The costs described in Sections 6.1 through 6.7 shall be ineluded in the Cest efthe)Aleck,as shown in those sections,notwithstanding any provision of AIA Document 24" -�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 6.8. PAGE 12 §6.10.2 If any of the costs to be reimbursed arise from a transaction between the Construction Manager and a related party,the Construction Manager shall notify the Owner of the specific nature of the contemplated transaction, including the identity of the related party and the anticipated cost to be incurred,before any such transaction is consummated or cost incurred.If the Owner,after such notification,authorizes the proposed transaction,then the cost incurred shall be included as a cost to be reimbursed,and the Construction Manager shall procure the Work, equipment,goods or service from the related party,as a Subcontractor,according to the terms of Sections 2.3.2.1, 2.3.2.2 and 2.3.2.3.If the Owner fails to authorize the transaction,the Construction Manager shall procure the Work, equipment,goods or service from some person or entity other than a related party according to the terms of Sections 2.3.2.1,2.3.2.2 and 2.3.2.3. If Construction Manager procures the Work,equipment goods or services from a related Party without informing the Owner,the Owner may refect some or all of the costs. PAGE 13 N/A §7.1.3 Provided that an Application for Payment is received by the Architect not later than the first 15' day of a month,the Owner shall make payment of the certified amount to the Construction Manager not later than the day e€ the meflth.the thirtieth(30th)after receiving the application of payment from the architect.If an Application for Payment is received by the Architect after the application date fixed above,payment shall be made by the Owner not later thanthirty ( 30 )days after the Architect receives the Application for Payment. .1 Take that portion of the Guaranteed Maximum Price properly allocable to completed Work as determined by multiplying the percentage of completion of each portion of the Work by the share of the Additions and Deletions Report for AIA Document A133TM—2009(formerly A121TNCMc—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 7 reproduction or distribution of this AIA®Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:32:48 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1261987702) Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values.Pending final determination of cost to the Owner of changes in the Work,amounts not in dispute shall be included as provided in Section 7.3.9 of AIA Document A201100-7-,—A201-2017- PAGE PAGE 14 3 Add the Construction Manager's Fee,less retainage of five percent(5 %).The Construction Manager's Fee shall be computed upon the Cost of the Work at the rate stated in Section 5.1 or,if the Construction Manager's Fee is stated as a fixed sum in that Section,shall be an amount that bears the same ratio to that fixed-sum fee as the Cost of the Work bears to a reasonable estimate of the probable Cost of the Work upon its completion; .4 Subtract retainage of five percent(5 %)from that portion of the Work that the Construction Manager self-performs; .7 Subtract amounts,if any,for which the Architect has withheld or nullified a Certificate for Payment as provided in Section 9.5 of AIA Document^''"T�'rA201-2017. §7.1.10 In taking action on the Construction Manager's Applications for Payment,the Architect shall be entitled to rely on the accuracy and completeness of the information furnished by the Construction Manager and shall Abe deemed to represent that the Architect has made a detailed examination,audit or arithmetic verification of the documentation submitted in accordance with Section 7.1.4 or other supporting data;that the Architect has made exhaustive or continuous on-site inspections;or that the Architect has made examinations to ascertain how or for what purposes the Construction Manager has used amounts previously paid on account of the Contract. Such examinations,audits and verifications,if required by the Owner,will be performed by the Owner's auditors acting in the sole interest of the Owner. The Owner's final payment to the Construction Manager shall be made no later than 39-60 days after the issuance of the Architect's final Certificate for Payment,or as follows: N/A §7.2.2 The Owner's auditors will review and report in writing on the Construction Manager's final accounting within 390 days after delivery of the final accounting to the Architect by the Construction Manager.Based upon such Cost of the Work as the Owner's auditors report to be substantiated by the Construction Manager's final accounting,and provided the other conditions of Section 7.2.1 have been met,the Architect will,within seven days after receipt of the written report of the Owner's auditors,either issue to the Owner a final Certificate for Payment with a copy to the Construction Manager,or notify the Construction Manager and Owner in writing of the Architect's reasons for withholding a certificate as provided in Section 9.5.1 of the AIA Document A 201-''nQ7 A201-2017.The time periods stated in this Section supersede those stated in Section 9.4.1 of the AIA Document A201-2007.The Architect is{yet-responsible for verifying the accuracy of the Construction Manager's final accounting. PAGE 15 Bonds required: Bond Amounts: Performance Bond covering faithful Bond—Performance-The performance bond shall be equal to performance of contract,payment of one hundred percent(100%) obligation Bond—Maintenance—The maintenance bond shall be equal to Bond-two year maintenance bond. one hundred percent(100%) Insurance required: Insurance Amounts required: Commercial General Liability(CGL) CGL-as set out including coverage for Premises— One Million dollars($1,000.000.00) Each Occurrence Operations,Independent Contractors' Two Million Dollars($2,000,000.00)General Aggregate Additions and Deletions Report for AIA Document A133 TM—2009(formerly A121TMCMC—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties.Unauthorized $ reproduction or distribution of this AIA®Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:32:48 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1261987702) Protective,Products—Completed One Million Dollars($1,000,000.00)Personal and Advertising Operations,Contractual Liability, In'u Personal Iniury and Broad Form Property Two Million Dollars($2,000,000.00)Products—Completed Damage(including coverage for Operations Aggregate Explosion,Collapse and Underground hazards). 1. The policy shall be endorsed to have the General Aggregate apply to this Project only. 2. Products and Completed Operations insurance shall be maintained for a minimum period of at least Two(2)years after either ninety(90)days following Substantial Completion or final payment, whichever is earlier Other Coverage: Umbrella Liability Other Coverage Umbrella Liability—Ten Million Dollars($10,000,000.00) Each Occurrence,General Aggregate,Products/Complete Such insurance shall be written for not less Operations than the limits shown,or greater if required by law. PAGE 16 §9.1 Any Claim between the Owner and Construction Manager shall be resolved in accordance with the provisions set forth in this Article 9 and Article 15 of A201-2007.However,for Claims arising from or relating to the Construction Manager's Preconstruction Phase services,no decision by the Initial Decision Maker shall be required as a condition precedent to mea:., ian or binding dispute reset tiei mediation,and Section 9.3 of this Agreement shall not apply. §9.2 For any Claim subject to,but not resolved by mediation pursuant to Section 15.3 (as changed and attached)of AIA Document A201-2007,the method of binding dispute resolution shall be as follows: [ n -bit.alien. nt 4e Seetion 15.4 of AIA Tle..,.. ent n 2n t Innes [ X 1 Litigation in a court of competent jurisdiction The Architect will serve as the Initial Decision Maker pursuant to Section 15.2 of AIA Document A201-2007 as changed and attached 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. §10.1.1 Prior to the execution of the Guaranteed Maximum Price Amendment,the Owner may terminate this Agreement upon not less than seven days' written notice to the Construction Manager for the Owner's convenience and without cause,and the Construction Manager may terminate this Agreement,upon not less than seven days' written notice to the Owner,for the reasons set forth in Section 14.1.1 of A40rA201-2017,as changed and attached. PAGE 17 Additions and Deletions Report for AIA Document A133TM—2009(formerly A121TMCMc—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 9 reproduction or distribution of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:32:48 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1261987702) will reimburse er-ifidemaif�,the CenStIFtletiOR Manager for all eests arising under the stibeentFaet,purehase erdef er -reeffiefit that b bFeement not been the Geastf:uetien b ff WillManager Following execution of the Guaranteed Maximum Price Amendment and subject to the provisions of Section 10.2.1 and 10.2.2 below,the Contract may be terminated as provided in Article 14 of AIA Document A44-1-� TA201- 2017,as changed and attached. §10.2.1 If the Owner terminates the Contract after execution of the Guaranteed Maximum Price Amendment,the amount payable to the Construction Manager pursuant to Sections 14.2 and 14.4 of 2 '�-A201-2017,as changed and attached,shall not exceed the amount the Construction Manager would otherwise have received pursuant to Sections 10.1.2 and 10.1.3 of this Agreement. §10.2.2 If the Construction Manager terminates the Contract after execution of the Guaranteed Maximum Price Amendment,the amount payable to the Construction Manager under Section 14.1.3 of 404-44-A201-2017,as changed and attached,shall not exceed the amount the Construction Manager would otherwise have received under Sections 10.1.2 and 10.1.3 above,except that the Construction Manager's Fee shall be calculated as if the Work had been fully completed by the Construction Manager,utilizing as necessary a reasonable estimate of the Cost of the Work for Work not actually completed. The Work may be suspended by the Owner as provided in Article 14 of AIA Document ^7" �.A201-2017,as changed and attached.In such case,the Guaranteed Maximum Price and Contract Time shall be increased as provided in Section 14.3.2 of AIA Document A201 2447--,A201-2017 as changed and attached,except that the term"profit" shall be understood to mean the Construction Manager's Fee as described in Sections 5.1 and 5.3.5 of this Agreement. §11.1 Terms in this Agreement shall have the same meaning as those in A201-0077.A201-2017as changed and attached,except where otherwise provided. Section 1.5 of^7"1-^^�?,-A201-2017,as changed and attached, shall apply to both the Preconstruction and Construction Phases. Section 13.1 of A2A4 7—��7rA201-2017,as chanced and attached,shall apply to both the Preconstruction and Construction P ha9es-Phases,specifically, Governing law shall be Texas law and venue shall be in Tarrant County, Texas. This provision takes precedence over any conflicting provision The Owner and Construction Manager,respectively,bind themselves,their agents, successors,assigns and legal representatives to this Agreement.Neither the Owner nor the Construction Manager shall assign this Agreement without the written consent of the other,except that the Owner may assign this Agreement to a lender providing financing for the Project if the lender agrees to assume the Owner's rights and obligations under this Agreement. Except as provided in Section 13.2.2 of ^2 'ter-A201-2017,as changed and attached„neither party to the Additions and Deletions Report for AIA Document A133W—2009(formerly A121TmCMc—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 10 reproduction or distribution of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:32:48 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1261987702) Contract shall assign the Contract as a whole without written consent of the other.If either party attempts to make such an assignment without such consent,that party shall nevertheless remain legally responsible for all obligations under the Contract. PAGE 18 115.16 The Agreement should be understood to refer to"AIA A201-2017"as changed and attached and changed in every place where "AIA A201-2007" is used,even if that change was not made to the text. 11.5.2 Every place where the words "Construction Manager"appear, it should be understood to mean "Construction Manager-at-Risk" 11.5.3 The parties agree that the delay in completion will cause harm to the Town,and that damages for such delay are difficult to determine,but would be in excess of the liquidated damages set out in this section,and for those reasons, Construction Manager agrees to pay liquidated damages in the amount of a$500.00 per day for each additional day that the Proiect is not substantially complete past the agreed upon date of Substantial Completion. The date of Substantial Completion is the agreed upon date and may be adjusted,if necessary and as agreed to by the Parties.Such adjustment shall be shown in a change order signed by both Parties. 11.5.4 INDEMNIFICATION CONSTRUCTION MANAGER AGREES TO INDEMNIMY OWNER PURSUANT TO THE TERMS IN SECTION 3.18 AIA DOCUMENT A201-2017 ATTACHED HERETO H.5.5 Section 12.1 "Uncovering of Work" of AIA Document A201-2017 is adopted by reference and attached hereto .2 AIA Document A201 General Conditions of the Contract for Construction as changed and attached .3 AIA Doeu;Tent—P201IM 210-07,Digital Data-PrA-t,,,.,,i E.,t,:w:t ifcompleted, rthe ii ;ng-i- bf ,,.,, - .4 A-11.4-—Peeeuisneat E202Tm 2008,Building f lam_ (List other documents, if any,farming part of the Agreement.) Request for Proposal, All Proposal documents submitted by Construction Manager Document titled"Core Construction Westlake Fire Station Additions and Deletions Report for AIA Document A133TM—2009(formerly A121TMCMc—2003).Copyright©1991,2003 and 2009 by The American Institute of Architects.All rights reserved.WARNING:This AIA® Document is protected by U.S.Copyright Law and International Treaties.Unauthorized 11 reproduction or distribution of this AIA® Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:32:48 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018,and is not for resale. User Notes: (1261987702) Certification of Document's Authenticity AIA° Document D401 TM — 2003 I, ,hereby certify,to the best of my knowledge,information and belief,that I created the attached final document simultaneously with its associated Additions and Deletions Report and this certification at 16:32:48 on 12/18/2017 under Order No. 0995072568 from AIA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AIA®Document A133TM—2009,Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price,as published by the AIA in its software,other than those additions and deletions shown in the associated Additions and Deletions Report. 4(S' n itie) (Dated) AIA Document D401 TM—2003.Copyright©1992 and 2003 by The American Institute of Architects.All rights reserved.WARNING:This AIA°Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA°Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:32:48 on 12/18/2017 under Order No.0995072568 which expires on 03/13/2018.and is not for resale. User Notes: (1261987702) CORE CORE CONSTRUCTION WESTLAKE FIRE STATION BID DATE: 10/24/2017 BLDG SF: 18073 #OF ACRES: 5 CONTRACT DURATION For Ins&Bond Cost(Mo): 13 WARRANTY PERIOD for Ins Cost(Years), 1 BID PACKAGE ITEM TOTAL GMP 10-20-17 FACTOR SUBNENDOR 011000 ARTWORK ALLOWANCE 200,000 021000 EARTHWORK 159,815 RPMx 02 25 00 SITE UTILITIES 255,043 Tridal 02 85 00 LANDSCAPE&IRRIGATION 276,000 iSprinkle N Sproul DBA Cole Const 03 00 00 TURNKEY CONCRETE 1,136,388 Sizelove 04 20 00 MASONRY/STONE 1,269,392 J&E Masonry 05 10 00 STRUCTURAL&MISC STEEL FAB&ERECT 600,703 Plyler 062000 FINISHED CARPENTRY/MILLWORK 259,761 WCCW 062013 EXTERIOR ROUGH CARPENTRY 98,875 Parmer Construction 072500 ROOFING 373,000 Paragon Roofing 07 75 00 WATERPROOFING 76,892 George D Alan Company 08 33 23 OVERHEAD DOORS 167,593 OH Door Company 08 11 00 DOORS,FRAMES,HARDWARE LAB&MAT 87,150 Piper Weatherford 08 00 00 GLASS&GLAZING 182,279 Royal Glass/Marvin 09 10 00 DRYWALL 401,500 Trinity Drywall&Plaster 09 30 00 TILE 42,640 Sterling Tile 09 68 00 RESILIENT FLOORING 48,627 One Source Includes polished concrete at apparatus bay 09 60 00 POLISHED CONCRETE/SEALED CONCRETE 18,528 Johnson&Sons 09 67 00 STUCCO 81,824 Lasco 09 90 00 PAINTING 73,304 Keeland and Corder 10 10 00 GENERAL REQUIREMENTS 220,993 CORE Construction 10 00 80 TOILET ACCESS,TOILET PART,MISC DIV 10 SPEC. 41,335 Tex-Sun 1051 43 TURNOUT GEAR LOCKERS 15,887 Gear Grid(excludes hose drying rack 1031 00 OUTDOOR GAS FIREPLACE 6,500 Cedar Hill Design Center 10 75 16 FLAGPOLES 8,945 Allowance 10 14 00 SIGNAGE 24,764 Casleel 11 0000 LAUNDRY EQUIPMENT 0 BY OWNER 112000 APPLIANCES 36,144 Texas Appliance w/millwork 11 4205 STAINLESS STEEL COUNTERTOPS 0 Wlh Millwork 11 9900 SELF CONTAINED BREATHING APPARATUS 0 BY OWNER 12 10 00 WINDOW SHADES 4,826 Tex-Sun 12 48 13 ENTRANCE MATS 862 Tex-Sun 15 50 00 FIRE SPRINKLER 43,500 Genesis Fire Protection 15 30 00 PLUMBING 558,620 Garrison Plumbing Services 15 50 00 HVAC 347,400 Venture Mechanical 23 00 00 TESTING,ADJUSTING&BALANCING 9,565 Air Balancing Company 23 35 17 VEHICLE EXHAUST CAPTURE 76,900 Air Cleaning Technologies 16 00 00 ELECTRICAL 949,000 Legacy Electric 16 80 00 FIRE ALARM 19,791 Koelter 16 00 00 TRAFFIC BEACON 28,000 Integrated Roadway Services 46000 160000 STRUCTURED CABLING 44,870 Lantek 140000 28 13 27 AUDIO VIDEO SYSTEM 113,724 Infinity 79000 2740 18 ACCESS CONTROL SYSTEM 79,747 Conver ient w/access control w/access control 274018 CCN SYSTEM 0 90000 27 40 18 w/access control w/access control BUILDING INTRUSION DETECTION 0 28000 31 31 16 TERMITE TREATMENT 995 Pest Force 32 14 00 MISC SITE IMPROVEMENTS 0 N/A 32 14 10 UNIT PAVERS 3,700 H-cap ramp pavers 325000 FENCING 55,502 Titan Fence 321723 PAVEMENT MARKINGS 2,944 JDS APPROVED VE WIABOVE SUBTOTALS 8,503,828 SUB BONDS /CONTRACTOR DEFAULT INS 0 1.25 SUBTOTAL 8,503,828 ROLLING CONTRACTOR CONTROLLED INS 0 1.00 SUBTOTAL 8,503,828 GENERAL CONDITIONS 458,742 GENERAL LIA&UMBRELLA INS 85,954 0.89 BUILDER'S RISK INSURANCE 10,623 0.11 BUILDING PERMIT 0 Fy Owner SUBTOTAL 9,059,147 CONTINGENCY 193,154 2.00% SUBTOTAL 9,252,301 CORE FEE CALCULATED ON$9.1 M 318,500 3.50 FINAL SUBTOTAL 9,570,801 CORE PAY/PERFORM BOND 86,919 0.90 TOTAL PROPOSED AMOUNT 9,667,721 534.37 Total Cost/BSF ALL AREAS COMBINED Priority# 1 JAH#8-Provide the natural gas generator asspecified natural gas cost and conduits stub $79,560 FINAII GMP W/ACCEPTED ALTERNATES $9,737,281 CORE Westlake Fire Station Westlake,TX 24-Oct-17 c<r.}r,(( VALUE OPTION STUDY DESCRIPTION JACCEPTIED1 COMMENTS CIVIL BRW# CORE# 3 Reduce stone column height from 9 fool to 7 foot between fence panels 4,950 6 Provide local shop made ornamental fencing ILO of Amerislar (56,383)The fence will have a 1 year warrant not 20yrs) 6 Provide Manual gate operator for 30'rolling ate in lieu of electric-keep conduit for future 28,277 deleted operator- rovide rough in only 19 11 Delete curved wall at tree In its entire) 6,720) 18 13 Reduce quantity of boulders and river cobble (10,000) 17 14 Reduce quantity of trees by 20 7.000 Exact tree type to be deleted is TBD 51 17 If trellis alternate is not taken,reduce width of sidewalk,except at the gas grill area(53'a 5'sidewalk i 1,762 52 18 Delete the low stone wall around the gas grill,and the outdoor cabinet I countertop (9,200 19 Leave all excess spoils on site and berm 13,000 SUBTOTAL CIVIL (137,292) ARCHITECTURAL 1 1 Provide 4 50 foot CIP concrete trench drains with cast iron grates ILO of SS trench drains 42,000 3 2 Provide 1 piece clay Tile in lieu of 2 piece 24,900) 7 3 Delete trellis structure over emergency enerator (15,500 4 Provide Birch in lieu of Cherry for all alum clad wood windows 8 doors (12,500) 15 5 Provide plastic laminate faced cabinets in lieu of stained wood mall to remain cher 27,000) 31.32 9 Deduct illuminated signs 2 locations:wall of arch and Fire Station badge:keep electrical rough in 20,079 12 Provide standard acrylic plaster finish sand fine or coarse,not smooth for plaster ILO 2 coats Free( (25,999) 20 Provide#15 control joint in lieu of fry re lel reveals for the plaster s stem 3,000) SUBTOTAL ARCHITECTURAL (170,978) PLUMBING I HVAC 4 1 Delete ISOMET Controls for gas shuloff to the exterior gas rill;use timer 2,000 22L air corn ressor,d er and all related air piping,hose reels 20,000 5 3provide bi-level Elkay stainless steel wall mounted electric water cooler in lieu of the specified cooler (2,000) 4 Delele the natural gas generator from the project leaving the screen walls and rough in 70,000 5b Provide all non sensor urinals and walerclosels sensor faucets remain (2,980) SUBTOTAL MECHANICAL (96,980) ELECTRICAL 21 1 Provide VE light fixture package from Housle 67,300 Per BRW discussion with Housle 11 2 Prgvide aluminum feeder wire ILO copper for sizes 110 and larger (13,000 441 8 Provide vising fire apparatus charging station using outlets mounted on short posts 2,600 SUBTOTAL ELECTRICAL (82,900) TOTAL VALUE OPTIONS ACCEPTED (466,150) CORE BASE BID CERTIFICATE OF INTERESTED PARTIES FORM 1295 1 of 1 Complete Nos.1-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos. 1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2017-277440 CORE Construction Services of Texas, Inc. Frisco,TX United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 10/27/2017 being filed. City of Westlake Date Acknowledged: 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. Request for Quote 2017-14 General Construction for a new Fire Station Nature of interest 4 Name of Interested Party City,State,Country(place of business) (check applicable) Controlling Intermediary 5 Check only if there is NO Interested Party. ❑ X 6 AFFIDAVIT I swear,or affirm, under penalty of perjury,that the above disclosure is true and correct. $J .. LAURA STEPHENS ia°� .`„?Notary Public, State of Texas0 ' 1,Ail q:"*4 Comm. Expires 07-08.2020 r''u°;,;;``` Notary ID 11634804 , Signal authorized agent of contracting business entity AFFIX NOTARY STAMP/SEAL ABOVE r l Sworn to and subscribed before me,by the said FM-7,4 Le—r" ,this the Z�( day of 0 C-4 14./-' , 20 �k to certify which,witness my hand and seal of office. Lvr. � Signature of affic= administering oatthrinted name of officer ad nistering oath Title of officer ad inistering oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.3337 Controlling Name of Interested Party4 Nature of interest City, State, Country (place of business) Intermediary (check applicable) CERTIFICATE OF INTERESTED PARTIES 1295FORM 1 of 1 1 OFFICE USE ONLY 2 10/27/2017 Complete Nos. 1 - 4 and 6 if there are interested parties. Complete Nos. 1, 2, 3, 5, and 6 if there are no interested parties. Name of business entity filing form, and the city, state and country of the business entity's place of business. CORE Construction Services of Texas, Inc. Frisco, TX United States Name of governmental entity or state agency that is a party to the contract for which the form is being filed. Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a description of the services, goods, or other property to be provided under the contract. 3 City of Westlake General Construction for a new Fire Station Request for Quote 2017-14 2017-277440 10/30/2017 Date Filed: Date Acknowledged: Certificate Number: CERTIFICATION OF FILING 6 Signature of authorized agent of contracting business entity My name is _______________________________________________________________, UNSWORN DECLARATION Check only if there is NO Interested Party.5 X My address is _______________________________________________, _______________________, and my date of birth is _______________________. Executed in ________________________________________County, I declare under penalty of perjury that the foregoing is true and correct. (street)(state)(zip code)(country) (year)(month) _______, ______________, _________. State of ________________, on the _____day of ___________, 20_____. (city) (Declarant) Version V1.0.3337www.ethics.state.tx.usForms provided by Texas Ethics Commission Form TGC 2270 VERIFICATION REQUIRED BY TEXAS GOVERNMENT CODE CHAPTER 2270 (it. 4I +' In -tvad Contract identifier: tows- ,Rfe'-GmS S je-► 1 Zcry oove 6 Department: ---101-tin C Y'r Wesi-khe, T( By signing below, Company herby verifies the following: 1. Company does not boycott Israel; and 2. Company will not boycott Israel dur • e term of t e contract. f SIGNED BY: al 'p '-F . / , J Print Name of Person: e .G{C� Salmi r D(ve 0160 ?r24t 1"(ovis Signing,mpTitle, and 0 tom Go1A S i riAC / O� Company � -t- �t'L Date signed: to/i _3/201 $ _ STATE OF TEXAS 'r § COUNTY OF ('_� ll-'0 § �s BEFORE ME, the undersigned Notary Public on this day personally appeared 1TyJ Q c-S� _(Name), on behalf of C.. —b a.n �,--l-k. (Company) who being duly sworn, stated under oath that he/she has read the foregoing verification required by Texas Government Code Section 2270.002 and said statements contained therein are true and correct.. SWORN AND SUBSCRIBED TO before me,this 2 j day of (`'1c.' 1 r , 20_1_ . �v _ NOTARY OF PUBLICr FOR THE STATE O TEXAS ovito' LAURA STEPHENS _ My Commission Expires: r°:' ,.Notary Public, State of Texas 7. �1_4_�20 r � !•.�`` Comm. Expires 07-08-2020 1 �''mrio% ( %:* Notary ID 11634804 Government Code§ 2270.002. Provision Required in Contract Effective: September 1, 2017 A governmental entity may not enter into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2)will not boycott Israel during the term of the contract. The following definitions apply: (1)"Boycott Israel"means refusing to deal with,terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes. (2)"Company"means a for-profit sole proprietorship, organization, association, corporation, partnership,joint venture, limited partnership, limited liability partnership, or limited liability company, including a wholly owned subsidiary, majority-owned subsidiary, parent company, or affiliate of those entities or business associations that exists to make a profit. (3)"Governmental entity"means a state agency or political subdivision of this state. State law requires verification from a Company for contracts involving goods or services(regardless of the amount) before the City can enter into the contract. PERFORMANCE BOND Bond No.: 106840638 CONTRACTOR: (Name, legal status and address) CORE Construction Services of Texas, Inc. 10625 N. County Road Frisco, TX 75031 OWNER: (Name, legal status and address) Town of Westlake 1500 Solana Blvd., Building 7 Westlake, TX 76262 CONSTRUCTION CONTRACT Date: December 18, 2017 Amount: $89,966.00 Description: (Name and location) Westlake Fire Station BOND Date: December 18, 2017 (Not earlier than Construction Contract Date) Travelers Casualty and Surety Company Hartford, CT 06183 SURETY: (Name, legal status and principal place of business) Travelers Casualty and Surety Company 940 West Port Plaza, Suite 270 Maryland Heights, MO 63146 Amount: $89,966.00 Modifications to this Bond: None 0 See Section 16 CONTRACTOR AS PRINCIPAL SURETY Company: (Corporate Seal) Company: (Corporate Seal) CORE Constructio vices !'Tex s, Inc. Travelers Casual Sure company' Signature: Signature: Name and Titl 1�6rZ� Name and Tifle: Sue Dietrich Attorney -in -Fact (Any additional signatures appear on the last page of this Performance Bond.) (FOR INFORMATION ONLY— Name, address and telephone) AGENT or BROKER: OWNER'S REPRESENTATIVE: Kuhl Insurance Agency (Architect, Engineer or other parry:) 632 W. Jefferson St. Morton, IL 61550 BRW Architects § 1 The Contractor and Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors and assigns to the Owner for the performance of the Construction Contract, which is incorporated herein by reference. § 2 If the Contractor performs the Construction Contract, the Surety and the Contractor shall have no obligation under this Bond, except when applicable to participate in a conference as provided in Section 3. § 3 If there is no Owner Default under the Construction Contract, the Surety's obligation under this Bond shall arise after .1 the Owner first provides notice to the Contractor and the Surety that the Owner is considering declaring a Contractor Default. Such notice shall indicate whether the Owner is requesting a conference among the Owner, Contractor and Surety to discuss the Contractor's performance. If the Owner does not request a conference, the Surety may, within five (5) business days after receipt of the Owner's notice, request such a conference. If the Surety timely requests a conference, the Owner shall attend. Unless the Owner agrees otherwise, any conference requested under this Section 3.1 shall be held within ten (10) business days of the Surety's receipt of the The Company executing this bond vouches that this document conforms to American Institute of Architects Document A312, 2010 edition I Owner's notice. If the Owner, the Contractor and the Surety agree, the Contractor shall be allowed a reasonable time to perform the Construction Contract, but such an agreement shall not waive the Owner's right, if any, subsequently to declare a Contractor Default; .2 the Owner declares a Contractor Default, terminates the Construction Contract and notifies the Surety; and .3 the Owner has agreed to pay the Balance of the Contract Price in accordance with the terms of the Construction Contract to the Surety or to a contractor selected to perform the Construction Contract. § 4 Failure on the part of the Owner to comply with the notice requirement in Section 3.1 shall not constitute a failure to comply with a condition precedent to the Surety's obligations, or release the Surety from its obligations, except to the extent the Surety demonstrates actual prejudice. § 5 When the Owner has satisfied the conditions of Section 3, the Surety shall promptly and at the Surety's expense take one of the following actions: § 5.1 Arrange for the Contractor, with the consent of the Owner, to perform and complete the Construction Contract; § 5.2 Undertake to perform and complete the Construction Contract itself, through its agents or independent contractors; § 5.3 Obtain bids or negotiated proposals from qualified contractors acceptable to the Owner for a contract for performance and completion of the Construction Contract, arrange for a contract to be prepared for execution by the Owner and a contractor selected with the Owner's concurrence, to be secured with performance and payment bonds executed by a qualified surety equivalent to the bonds issued on the Construction Contract, and pay to the Owner the amount of damages as described in Section 7 in excess of the Balance of the Contract Price incurred by the Owner as a result of the Contractor Default; or § 5.4 Waive its right to perform and complete, arrange for completion, or obtain a new contractor and with reasonable promptness under the circumstances: .1 After investigation, determine the amount for which it may be liable to the Owner and, as soon as practicable after the amount is determined, make payment to the Owner; or .2 Deny liability in whole or in part and notify the Owner, citing the reasons for denial. § 6 If the Surety does not proceed as provided in Section 5 with reasonable promptness, the Surety shall be deemed to be in default on this Bond seven days after receipt of an additional written notice from the Owner to the Surety demanding that the Surety perform its obligations under this Bond, and the Owner shall be entitled to enforce any remedy available to the Owner. If the Surety proceeds as provided in Section 5.4, and the Owner refuses the payment or the Surety has denied liability, in whole or in part, without further notice the Owner shall be entitled to enforce any remedy available to the Owner. § 7 If the Surety elects to act under Section 5.1, 5.2 or 5.3, then the responsibilities of the Surety to the Owner shall not be greater than those of the Contractor under the Construction Contract, and the responsibilities of the Owner to the Surety shall not be greater than those of the Owner under the Construction Contract. Subject to the commitment by the Owner to pay the Balance of the Contract Price, the Surety is obligated, without duplication, for .1 the responsibilities of the Contractor for correction of defective work and completion of the Construction Contract; .2 additional legal, design professional and delay costs resulting from the Contractor's Default, and resulting from the actions or failure to act of the Surety under Section 5; and .3 liquidated damages, or if no liquidated damages are specified in the Construction Contract, actual damages caused by delayed performance or non-performance of the Contractor. § 8 If the Surety elects to act under Section 5.1, 5.3 or 5.4, the Surety's liability is limited to the amount of this Bond. § 9 The Surety shall not be liable to the Owner or others for obligations of the Contractor that are unrelated to the Construction Contract, and the Balance of the Contract Price shall not be reduced or set off on account of any such unrelated obligations. No right of action shall accrue on this Bond to any person or entity other than the Owner or its heirs, executors, administrators, successors and assigns. § 10 The Surety hereby waives notice of any change, including changes of time, to the Construction Contract or to related subcontracts, purchase orders and other obligations. § 11 Any proceeding, legal or equitable, under this Bond may be instituted in any court of competent jurisdiction in the location in which the work or part of the work is located and shall be instituted within two years after a declaration of Contractor Default or within two years after the Contractor ceased working or within two years after the Surety refuses or fails The Company executing this bond vouches that this document conforms to American Institute of Architects Document A312, 2010 edition 2 to perform its obligations under this Bond, whichever occurs first. If the provisions of this Paragraph are void or prohibited by law, the minimum period of limitation available to sureties as a defense in the jurisdiction of the suit shall be applicable. § 12 Notice to the Surety, the Owner or the Contractor shall be mailed or delivered to the address shown on the page on which their signature appears. § 13 When this Bond has been furnished to comply with a statutory or other legal requirement in the location where the construction was to be performed, any provision in this Bond conflicting with said statutory or legal requirement shall be deemed deleted herefrom and provisions conforming to such statutory or other legal requirement shall be deemed incorporated herein. When so furnished, the intent is that this Bond shall be construed as a statutory bond and not as a common law bond. § 14 Definitions § 14.1 Balance of the Contract Price. The total amount payable by the Owner to the Contractor under the Construction Contract after all proper adjustments have been made, including allowance to the Contractor of any amounts received or to be received by the Owner in settlement of insurance or other claims for damages to which the Contractor is entitled, reduced by all valid and proper payments made to or on behalf of the Contractor under the Construction Contract. § 14.2 Construction Contract. The agreement between the Owner and Contractor identified on the cover page, including all Contract Documents and changes made to the agreement and the Contract Documents. § 14.3 Contractor Default. Failure of the Contractor, which has not been remedied or waived, to perform or otherwise to comply with a material term of the Construction Contract. § 14.4 Owner Default. Failure of the Owner, which has not been remedied or waived, to pay the Contractor as required under the Construction Contract or to perform and complete or comply with the other material terms of the Construction Contract. § 14.5 Contract Documents. All the documents that comprise the agreement between the Owner and Contractor. § 15 If this Bond is issued for an agreement between a Contractor and subcontractor, the term Contractor in this Bond shall be deemed to be Subcontractor and the term Owner shall be deemed to be Contractor. § 16 Modifications to this bond are as follows: (Space is provided below for additional signatures of added parties, other than those appearing on the cover page) CONTRACTOR AS PRINCIPAL SURETY Company: (Corporate Seal) Company: (Corporate Seal) Signature: Name and Title: Address: Signature: Name and Title: Address: The Company executing this bond vouches that this document conforms to American Institute of Architects Document A312, 2010 edition 3 PAYMENT BOND Bond No.: 106840638 CONTRACTOR: (Name, legal status and address) CORE Construction Services of Texas, Inc. 10625 N. County Road Frisco, TX 75031 OWNER: (Name, legal status and address) Town of Westlake 1500 Solana Blvd., Building 7 Westlake, TX 76262 CONSTRUCTION CONTRACT Date: December 18, 2017 Amount: $89,966.00 Description: (Name and location) Westlake Fire Station BOND Date: December 18, 2017 (Not earlier than Construction Contract Date) Travelers Casualty and Surety Company Hartford, CT 06183 SURETY: (Name, legal status and principal place of business) Travelers Casualty and Surety Company 940 West Port Plaza, Suite 270 Maryland Heights, MO 63146 Amount: $89,966.00 Modifications to this Bond: None See Section 18 CONTRACTOR AS PRINCIPAL SURETY Company: (Corporate Seal) Company: (Corporate Seal) CORE ConstrucffiV Services of exas, Inc. Travelers Casualty nd Sry, y ompany Signature: G V Signature: Name and Title• ) 4i! Name and Title: Dietrich Attorney -in -Fact (Any additional signatures appear on the last page of this Payment Bond.) (FOR INFORMATION ONLY— Name, address and telephone) AGENT or BROKER: Kuhl Insurance Agency 632 W. Jefferson St. Morton, IL 61550 OWNER'S REPRESENTATIVE: (Architect, Engineer or other party.) BRW Architects § 1 The Contractor and Surety, jointly and severally, bind themselves, their heirs, executors, administrators, successors and assigns to the Owner to pay for labor, materials and equipment furnished for use in the performance of the Construction Contract, which is incorporated herein by reference, subject to the following terms. § 2 If the Contractor promptly makes payment of all sums due to Claimants, and defends, indemnifies and holds harmless the Owner from claims, demands, liens or suits by any person or entity seeking payment for labor, materials or equipment The Company executing this bond vouches that this document conforms to American Institute of Architects Document A312, 2010 edition 1 furnished for use in the performance of the Construction Contract, then the Surety and the Contractor shall have no obligation under this Bond. § 3 If there is no Owner Default under the Construction Contract, the Surety's obligation to the Owner under this Bond shall arise after the Owner has promptly notified the Contractor and the Surety (at the address described in Section 13) of claims, demands, liens or suits against the Owner or the Owner's property by any person or entity seeking payment for labor, materials or equipment furnished for use in the performance of the Construction Contract and tendered defense of such claims, demands, liens or suits to the Contractor and the Surety. § 4 When the Owner has satisfied the conditions in Section 3, the Surety shall promptly and at the Surety's expense defend, indemnify and hold harmless the Owner against a duly tendered claim, demand, lien or suit. § 5 The Surety's obligations to a Claimant under this Bond shall arise after the following: § 5.1 Claimants, who do not have a direct contract with the Contractor, .1 have furnished a written notice of non-payment to the Contractor, stating with substantial accuracy the amount claimed and the name of the party to whom the materials were, or equipment was, furnished or supplied or for whom the labor was done or performed, within ninety (90) days after having last performed labor or last furnished materials or equipment included in the Claim; and .2 have sent a Claim to the Surety (at the address described in Section 13). § 5.2 Claimants, who are employed by or have a direct contract with the Contractor, have sent a Claim to the Surety (at the address described in Section 13). § 6 If a notice of non-payment required by Section 5.1.1 is given by the Owner to the Contractor, that is sufficient to satisfy a Claimant's obligation to furnish a written notice of non-payment under Section 5.1.1. § 7 When a Claimant has satisfied the conditions of Sections 5.1 or 5.2, whichever is applicable, the Surety shall promptly and at the Surety's expense take the following actions: § 7.1 Send an answer to the Claimant, with a copy to the Owner, within sixty (60) days after receipt of the Claim, stating the amounts that are undisputed and the basis for challenging any amounts that are disputed; and § 7.2 Pay or arrange for payment of any undisputed amounts. § 7.3 The Surety's failure to discharge its obligations under Section 7.1 or Section 7.2 shall not be deemed to constitute a waiver of defenses the Surety or Contractor may have or acquire as to a Claim, except as to undisputed amounts for which the Surety and Claimant have reached agreement. If, however, the Surety fails to discharge its obligations under Section 7.1 or Section 7.2, the Surety shall indemnify the Claimant for the reasonable attorney's fees the Claimant incurs thereafter to recover any sums found to be due and owing to the Claimant. § 8 The Surety's total obligation shall not exceed the amount of this Bond, plus the amount of reasonable attorney's fees provided under Section 7.3, and the amount of this Bond shall be credited for any payments made in good faith by the Surety. § 9 Amounts owed by the Owner to the Contractor under the Construction Contract shall be used for the performance of the Construction Contract and to satisfy claims, if any, under any construction performance bond. By the Contractor furnishing and the Owner accepting this Bond, they agree that all funds earned by the Contractor in the performance of the Construction Contract are dedicated to satisfy obligations of the Contractor and Surety under this Bond, subject to the Owner's priority to use the funds for the completion of the work. § 10 The Surety shall not be liable to the Owner, Claimants or others for obligations of the Contractor that are unrelated to the Construction Contract. The Owner shall not be liable for the payment of any costs or expenses of any Claimant under this Bond, and shall have under this Bond no obligation to make payments to, or give notice on behalf of, Claimants or otherwise have any obligations to Claimants under this Bond. § 11 The Surety hereby waives notice of any change, including changes of time, to the Construction Contract or to related subcontracts, purchase orders and other obligations. The Company executing this bond vouches that this document conforms to American Institute of Architects Document A312, 2010 edition § 12 No suit or action shall be commenced by a Claimant under this Bond other than in a court of competent jurisdiction in the state in which the project that is the subject of the Construction Contract is located or after the expiration of one year from the date (1) on which the Claimant sent a Claim to the Surety pursuant to Section 5.1.2 or 5.2, or (2) on which the last labor or service was performed by anyone or the last materials or equipment were furnished by anyone under the Construction Contract, whichever of (1) or (2) first occurs. If the provisions of this Paragraph are void or prohibited by law, the minimum period of limitation available to sureties as a defense in the jurisdiction of the suit shall be applicable. § 13 Notice and Claims to the Surety, the Owner or the Contractor shall be mailed or delivered to the address shown on the page on which their signature appears. Actual receipt of notice or Claims, however accomplished, shall be sufficient compliance as of the date received. § 14 When this Bond has been furnished to comply with a statutory or other legal requirement in the location where the construction was to be performed, any provision in this Bond conflicting with said statutory or legal requirement shall be deemed deleted herefrom and provisions conforming to such statutory or other legal requirement shall be deemed incorporated herein. When so furnished, the intent is that this Bond shall be construed as a statutory bond and not as a common law bond. § 15 Upon request by any person or entity appearing to be a potential beneficiary of this Bond, the Contractor and Owner shall promptly furnish a copy of this Bond or shall permit a copy to be made. § 16 Definitions § 16.1 Claim. A written statement by the Claimant including at a minimum: .1 the name of the Claimant; .2 the name of the person for whom the labor was done, or materials or equipment furnished; .3 a copy of the agreement or purchase order pursuant to which labor, materials or equipment was furnished for use in the performance of the Construction Contract; .4 a brief description of the labor, materials or equipment furnished; .5 the date on which the Claimant last performed labor or last furnished materials or equipment for use in the performance of the Construction Contract; .6 the total amount earned by the Claimant for labor, materials or equipment furnished as of the date of the Claim; .7 the total amount of previous payments received by the Claimant; and .8 the total amount due and unpaid to the Claimant for labor, materials or equipment furnished as of the date of the Claim. § 16.2 Claimant. An individual or entity having a direct contract with the Contractor or with a subcontractor of the Contractor to furnish labor, materials or equipment for use in the performance of the Construction Contract. The term Claimant also includes any individual or entity that has rightfully asserted a claim under an applicable mechanic's lien or similar statute against the real property upon which the Project is located. The intent of this Bond shall be to include without limitation in the terms "labor, materials or equipment" that part of water, gas, power, light, heat, oil, gasoline, telephone service or rental equipment used in the Construction Contract, architectural and engineering services required for performance of the work of the Contractor and the Contractor's subcontractors, and all other items for which a mechanic's lien may be asserted in the jurisdiction where the labor, materials or equipment were furnished. § 16.3 Construction Contract. The agreement between the Owner and Contractor identified on the cover page, including all Contract Documents and all changes made to the agreement and the Contract Documents. § 16.4 Owner Default. Failure of the Owner, which has not been remedied or waived, to pay the Contractor as required under the Construction Contract or to perform and complete or comply with the other material terms of the Construction Contract. § 16.5 Contract Documents. All the documents that comprise the agreement between the Owner and Contractor. § 17 If this Bond is issued for an agreement between a Contractor and subcontractor, the term Contractor in this Bond shall be deemed to be Subcontractor and the term Owner shall be deemed to be Contractor. The Company executing this bond vouches that this document conforms to American Institute of Architects Document A312, 2010 edition § 18 Modifications to this bond are as follows: (Space is provided below for additional signatures of addedparties, other than those appearing on the cover page) CONTRACTOR AS PRINCIPAL SURETY Company: (Corporate Seal) Company: (Corporate Seal) Signature: Name and Title: Address: Signature: Name and Title: Address: The Company executing this bond vouches that this document conforms to American Institute of Architects Document A312, 2010 edition STATE OF Illinois COUNTY OF Peoria On this 18th day of December 2017 before me personally appeared Sue Dietrich with whom I am personally acquainted, who, being by me duly sworn, said: That she is Attorney -in -Fact of Travelers Casualty and Surety Company, Hartford, CT that said seal affixed to said instrument is such corporate seal; that it was so affixed by authority of the Board of Directors thereof and of his/her office under the Standing Resolutions of said Company; and that he/she signed his/her name thereto as Attorney -in -Fact by like authority. Marisa Farrell NOTARY STAMP My commission expires: LNOTARY FFICIAL SFAL RISA FARRELL UBIC, STATE OF ILLlltfai5m4sslQn Expires 9-29-2020 OF ATTORNEY POWER OF ATTORNEY TRAVELERS,1 Farmington Casualty Company St. Paul Mercury Insurance Company Fidelity and Guaranty Insurance Company Travelers Casualty and Surety Company Fidelity and Guaranty Insurance Underwriters, Inc. Travelers Casualty and Surety Company of America St. Paul Fire and Marine Insurance Company United States Fidelity and Guaranty Company St. Paul Guardian Insurance Company Attorney -In Fact No. 231459 Certificate No. 007268674 KNOW ALL MEN BY THESE PRESENTS: That Farmington Casualty Company, St. Paul Fire and Marine Insurance Company, St. Paul Guardian Insurance Company, St. Paul Mercury Insurance Company, Travelers Casualty and Surety Company, Travelers Casualty and Surety Company of America, and United States Fidelity and Guaranty Company are corporations duly organized under the laws of the State of Connecticut, that Fidelity and Guaranty Insurance Company is a corporation duly organized under the laws of the State of Iowa, and that Fidelity and_Guaranty Insurance Underwriters, Inc., is a corporation duly organized under the laws of the State of Wisconsin (herein collectively called the "Companies"), and that the Companies do hereby make, constitute and appoint Sue Dietrich, Laura L. McGahan, Mike Kuhl, Nancy J. Luchtefeld, David Zern, Jonathan Weber, and Sandy Miller, Andrea Clark, and Marisa Farrell of the City of Morton . State of Illinois , their true and lawful Attorney(s)-in-Fact, each in their separate capacity if more than one is named above, to sign, execute, seal and acknowledge any and all bonds, recognizances, conditional undertakings and other writings obligatory in the nature thereof on behalf of the Companies in their business of guaranteeing the fidelity of persons, guaranteeing the performance of contracts and executing or guaranteeing bonds and undertakings required or permitted in any actions or proceedings allowed by law. IN WITNESS WHEREOF, the Companies have caused this instrument to be signed and their corporate seals to be hereto affixed, this day of June 2017 Farmington Casualty Company Fidelity and Guaranty Insurance Company Fidelity and Guaranty Insurance Underwriters, Inc. St. Paul Fire and Marine Insurance Company St. Paul Guardian Insurance Company 14th St. Paul Mercury Insurance Company Travelers Casualty and Surety Company Travelers Casualty and Surety Company of America United States Fidelity and Guaranty Company C.J..pSnU.nA Y ixra �5%G 4 �wA �kSi! �y+ iR3V�P ,,TV A*, Q. V'". "/ J. 'G WC - } TYA11/4RA 1'•';A � i `R ' n s IHCONPORATED x aI ,� C m W iS�'Poaar(' v. d 1^ 6 HARTFORD, � tkniratq � a fsssA° y as 1951 CAI- CORN. State of Connecticut City of Hartford ss. By: Robert L. Raney, Senior Vim President On this the 14th day of June 2017, before me personally appeared Robert L. Raney, who acknowledged himself to be the Senior Vice President of Farmington Casualty Company, Fidelity and Guaranty Insurance Company, Fidelity and Guaranty Insurance Underwriters, Inc., St. Paul Fire and Marine Insurance Company, St. Paul Guardian Insurance Company, St. Paul Mercury Insurance Company, Travelers Casualty and Surety Company, Travelers Casualty and Surety Company of America, and United States Fidelity and Guaranty Company, and that he, as such, being authorized so to do, executed the foregoing instrument for the purposes therein contained by signing on behalf of the corporations by himself as a duly authorized officer. G•'TIT In Witness Whereof, I hereunto set my hand and official seal. TAI? My Commission expires the 30th day of June, 2021. ►��G Ir Marie C. Tetreault, Notary Public 58440-5-16 Printed in U.S.A. WARNING: THIS POWER OF ATTORNEY IS INVALID WITHOUT THE RED BORDER WARNING: THIS POWER OF ATTORNEY IS INVALID WITHOUT THE RED BORDER This Power of Attorney is granted under and by the authority of the following resolutions adopted by the Boards of Directors of Farmington Casualty Company, Fidelity and Guaranty Insurance Company, Fidelity and Guaranty Insurance Underwriters, Inc., St. Paul Fire and Marine Insurance Company, St. Paul Guardian Insurance Company, St. Paul Mercury Insurance Company, Travelers Casualty and Surety Company, Travelers Casualty and Surety Company of America, and United States Fidelity and Guaranty Company, which resolutions are now in full force and effect, reading as follows: RESOLVED, that the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President, any Vice President, any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary may appoint Attorneys -in -Fact and Agents to act for and on behalf of the Company and may give such appointee such authority as his or her certificate of authority may prescribe to sign with the Company's name and seal with the Company's seal bonds, recognizances, contracts of indemnity, and other writings obligatory in the nature of a bond, recognizance, or conditional undertaking, and any of said officers or the Board of Directors at any time may remove any such appointee and revoke the power given him or her; and it is FURTHER RESOLVED, that the Chairman, the President, any Vice Chairman, any Executive Vice President, any Senior Vice President or any Vice President may delegate all or any part of the foregoing authority to one or more officers or employees of this Company, provided that each such delegation is in writing and a copy thereof is filed in the office of the Secretary; and it is FURTHER RESOLVED, that any bond, recognizance, contract of indemnity, or writing obligatory in the nature of a bond, recognizance, or conditional undertaking shall be valid and binding upon the Company when (a) signed by the President, any Vice Chairman, any Executive Vice President, any Senior Vice President or any Vice President, any Second Vice President, the Treasurer, any Assistant Treasurer, the Corporate Secretary or any Assistant Secretary and duly attested and sealed with the Company's seal by a Secretary or Assistant Secretary; or (b) duly executed (under seal, if required) by one or more Attorneys -in -Fact and Agents pursuant to the power prescribed in his or her certificate or their certificates of authority or by one or more Company officers pursuant to a written delegation of authority; and it is FURTHER RESOLVED, that the signature of each of the following officers: President, any Executive Vice President, any Senior Vice President, any Vice President, any Assistant Vice President, any Secretary, any Assistant Secretary, and the seal of the Company may be affixed by facsimile to any Power of Attorney or to any certificate relating thereto appointing Resident Vice Presidents, Resident Assistant Secretaries or Attorneys -in -Fact for purposes only of executing and attesting bonds and undertakings and other writings obligatory in the nature thereof, and any such Power of Attorney or certificate bearing such facsimile signature or facsimile seal shall be valid and binding upon the Company and any such power so executed and certified by such facsimile signature and facsimile seal shall be valid and binding on the Company in the future with respect to any bond or understanding to which it is attached. I, Kevin E. Hughes, the undersigned, Assistant Secretary, of Farmington Casualty Company, Fidelity and Guaranty Insurance Company, Fidelity and Guaranty Insurance Underwriters, Inc., St. Paul Fire and Marine Insurance Company, St. Paul Guardian Insurance Company, St. Paul Mercury Insurance Company, Travelers Casualty and Surety Company, Travelers Casualty and Surety Company of America, and United States Fidelity and Guaranty Company do hereby certify that the above and foregoing is a true and correct copy of the Power of Attorney executed by said Companies, which is in full force and effect and has not been revoked. IN TESTIMONY WHEREOF, I have hereunto set my hand and affixed the seals of said Companies this 1 Rt -h day of D, -,r -m h,-_ 120 --1.7 4K,�� esr Kevin E. Hughes, Assistant Sec tary yb��` ' G"i n INCOflRWWTfD L% �sil.{tykroR�}�''yF a;`�poanry; nay 4 'a � �^-'�10 19 S Z n 1917 � � -•- n - � HARTFORD FHRR�7MI e �� 195 � � �i,�✓~A1.fo" �' 6 CONN. e o, T896 � To verify the authenticity of this Power of Attorney, call 1-800-421-3880 or contact us at www.travelersbond.com. Please refer to the Attorney -In -Fact number, the above-named individuals and the details of the bond to which the power is attached.