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TC BOT Agenda Packet 2.15.23
4 T H E T 0 W N 0 E WESTLAKE DISTINCTIVE BY DESIGN Town of Westlake 1500 Solana Blvd Building 7, Suite 7100 Westlake, TX 76262 Town Council/Board of Trustees Agenda Wednesday, February 15, 2023 4:00 PM Special Called Meeting AARUA i WOf% IE A C A D E M Y Council Chamber The Town Council of the Town of Westlake serves as the governing Board for Westlake Academy. This agenda may contain both municipal and Westlake Academy items, which will be clearly identified. In an effort of transparency, this meeting will be viewable to the public via Live Stream and also available for viewing after the meeting. In an effort of meeting efficiency, any residents wishing to speak on action items must submit a speaker request form to the Town Secretary prior to the start of the meeting. (Speaker request forms are available online) A. CLOSED EXECUTIVE SESSION (4:00 P.M.) A.1. 23-14 The Town Council will conduct a closed session pursuant to Texas Government Code, annotated, Chapter 551 for the following: a) Section 551.071(2): Consultation with Town Attorney to seek advice of counsel on matters in which the duty of the Town Attorney under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with Chapter 551 of the Texas Government Code (Appeal of student discipline matter); b) Section 551.082 (a)(1): Deliberation regarding student discipline (Student discipline appeal); and c) Section 551.0821(a)- Deliberation involving personally -identifiable student information (Student discipline appeal). B. REGULAR MEETING — Call to Order (6:00 P.M.) C. PLEDGE OF ALLEGIANCE Page 1 of 5 Town Council/Board of Trustees Agenda February 15, 2023 19 CITIZEN/PARENT COMMENTS: This is an opportunity for citizens to address the Town Council or Board of Trustees on any matter, whether or not it is posted on the agenda. Any residents wishing to speak on action items must submit a speaker request form to the Town Secretary. (Best practice is to submit the speaker form prior to the start of the meeting.) If your questions are satisfied, you may choose not to speak. Individual citizen comments are normally limited to three (3) minutes; however, time limits can be adjusted by the presiding officer. The presiding officer may ask the citizen to hold their comment on an agenda item if the item is posted as a Public Hearing.The Town Council and Board of Trustees cannot by law take action nor have any discussion or deliberations on any presentation made at this time concerning an item not listed on the agenda. The Town Council and Board of Trustees will receive the information, ask staff to review the matter, or an item may be noticed on a future agenda for deliberation or action. E. ITEMS OF COMMUNITY INTEREST: Mayor and Council Reports on Items of Community Interest pursuant to Texas Government Code Section 551.0415 the Town Council may report on the following items: (1) expression of thanks, congratulations, or condolences; (2) information about holiday schedules; (3) recognition of individuals; (4) reminders about upcoming Town Council events; (5) information about community events; and (6) announcements involving imminent threat to public health and safety E.1. 1 Receive a report on items of community interest F. REPORTS: Reports are prepared for informational purposes and will be accepted as presented. (There will be no presentations associated with the report items.) There will be no separate discussion unless a Town Council Member requests that report be removed and considered separately. F.1. Receive a report from Mayor Kilbride regarding Town Financial matters F.2. Receive a Quarterly report from the Westlake Academy Foundation Board F.3. Receive a Report of the Texas Education Agency School Report Card SY `21-2022 G. CONSENT AGENDA: All items listed below are considered routine by the Town Council and/or Board of Trustees and will be enacted with one motion. There will be no separate discussion of items unless a Council/Board Member or citizen so requests, in which event the item will be removed from the general order of business and considered in its normal sequence. Page 2 of 5 Town Council/Board of Trustees Agenda February 15, 2023 G.1. Consider approval of Town Council Board of Trustee Meeting Minutes from the following meetings: December 5, 2022; December 19, 2022, and January 23, 2023; and take appropriate action G.2. 1 Consider approving Resolution 23-01 appointing Martha Solis as Municipal Court Administrator for the Town of Westlake; and take appropriate action G.3. Consider adopting Ordinance 960 calling and ordering the General Election for May 6, 2023 for the purpose of electing three (3) Town Council Members/Board of Trustees in accordance with the provisions of Section 23.023, Texas Local Government Code; and take appropriate action G.4. Consider approving Resolution 23-05 accepting grant funding to be used for the architectural planning services for Phase II remodeling of the Westlake Academy Gym located at 2600 J.T.Ottinger Road; and take appropriate action G.S. Consider approving Resolution 23-06 authorizing the Town of Westlake to enter into agreement with Glen Partners for architectural services for the Phase II remodeling of the Westlake Academy Gym located at 2600 J.T.Ottinger Road; and take appropriate action G.6. RES 23-11 Consider approving Resolution 23-11 authorizing the Mayor to enter into an agreement with Steele & Freeman for construction manager at -risk services for the remodeling of the first floor of the gym building; establishing a guaranteed maximum price (GMP) at $1,087,968.00 and authorize town staff to make funding changes not to exceed $25,000.00 on this project; and take appropriate action G.7. WA RES Consider approving WA Resolution 23-03 approving the Fiscal Year 23-03 2021-2022 Final Annual Audit Report from BrooksWatson & Co., PLLC; and take appropriate action G.B. WA RES Consider approving WA Resolution 23-04 rejecting bids from Venture 23-04 Mechanical, Inc. and DSA Contractors for the removal and replacement of four rooftop units at Westlake Academy Campus; and take appropriate action G.9. Consider approving Resolution 23-09 designating the Commercial Record of Tarrant County as the Official Newspaper; and take appropriate action H. PUBLIC HEARING Page 3 of 5 Town Council/Board of Trustees Agenda February 15, 2023 H.1. WA RES Conduct a Public Hearing and consider approving WA Resolution 23-02 23-02 accepting the Texas Academic Performance Report (TAPR); and take appropriate action I. REGULAR AGENDA ITEM(S) 1.1. RES 23-10Consider approving Resolution 23-10 authorizing the Mayor to negotiate an agreement with Brodie Modular Company for the construction of two modular buildings at Westlake Academy located at 2600 JT Ottinger Road; and take appropriate action 1.2. Presentation and Discussion of the Sam & Margarete Lee Arts and Sciences Center Facility 1.3. Consider approving Resolution 23-07 directing Publication of Notice of Intention to issue Combination Tax and Revenue Certificates of Obligation to provide funds for Westlake Academy Improvement Projects; and resolving other matters relating to the subject; and take appropriate action 1.4. Consider adopting Ordinance 962 authorizing the issuance and sale of the Town of Westlake Tax Note, Series 2023; Levying an Annual Ad Valorem Tax and providing security for and payment of said note; and take appropriate action J. CLOSED EXECUTIVE SESSION J.1. 23-12 The Town Council will conduct a closed session pursuant to Texas Government Code, annotated, Chapter 551, Subchapter D for the following: a) Section 551.072: Deliberation Regarding the Purchase, Exchange, Lease, or Value of Real Property located: North of Solana Boulevard, south and west of Hwy. 114, and east of Davis Boulevard b) Section 551.071(2) Consultation with Attorney to seek advice of counsel on matters in which the duty of the Town Attorney under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with Chapter 551 of the Texas Government Code: FM 1938 access for proposed Southlake development c) Section 551.074(a)(1): Deliberation Regarding Personnel Matters - to deliberate the appointment, employment, evaluation, reassignment, duties, of a public officer or employee: (Town Manager) K. TAKE ANY ACTION, IF NEEDED, FROM EXECUTIVE SESSION ITEMS L. COUNCIL RECAP/STAFF DIRECTION M. FUTURE AGENDA ITEMS: These items have been discussed by Town Council and scheduled to be placed on future Council Agendas allowing for adequate time for staff preparation on the agenda item. Page 4 of 5 Town Council/Board of Trustees Agenda February 15, 2023 N. ADJOURNMENT ANY ITEM ON THIS POSTED AGENDA COULD BE DISCUSSED IN EXECUTIVE SESSION AS LONG AS IT IS WITHIN ONE OF THE PERMITTED CATEGORIES UNDER TEXAS GOVERNMENT CODE. CERTIFICATION I certify that the above notice was posted on the bulletin board at Town of Westlake, Town Hall, located at 1500 Solana Blvd., Building 7, Suite 7100, Westlake, TX 76262, in compliance with the Texas Open Meetings Act, Chapter 551 of the Texas Government Code. Amy M. Piukana, Town Secretary Date Time If you plan to attend this public meeting and have a disability that requires special needs, please advise the Town Secretary's Office 48 hours in advance at 817-490-5711 and reasonable accommodations will made to assist you. I certify that the above notice was posted on the bulletin board at Town of Westlake, Town Hall, located at 1500 Solana Blvd., Building 7, Suite 7100, Westlake, TX 76262, in compliance with the Texas Open Meetings Act, Chapter 551 of the Texas Government Code. Amy M. Piukana, Town Secretary Disabilities Notice: If you plan to attend the meeting and have a disability that requires special needs, please contact the Town Secretary's Office 48 hours in advance at Ph. 817-490-5711 and reasonable accommodations will be made to assist you. Page 5 of 5 „..I i N E 4 T O W N O F WESTLAKE OI STI N Ci IV NV Off I f'N File M 23-14 Town of Westlake Staff Report Agenda Date: 2/15/2023 TOWN STAFF REPORT RECCOMENDATIONS 1500 Solana Blvd Building 7, Suite 7100 Westlake, TX 76262 Agenda M A. 1. The Town Council will conduct a closed session pursuant to Texas Government Code, annotated, Chapter 551 for the following: a) Section 551.071(2): Consultation with Town Attorney to seek advice of counsel on matters in which the duty of the Town Attorney under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with Chapter 551 of the Texas Government Code (Appeal of student discipline matter); b) Section 551.082 (a)(1): regarding student discipline (Student discipline appeal); and c) Section 551.0821(a) involving personally -identifiable student information (Student discipline appeal). Deliberation Deliberation Town of Westlake Page 1 of 1 Printed on 2/23/2023 7c,,wo lod ly I a>pIsIrar nvl „..I i N E 4 T O W N O F WESTLAKE OI STI N Ci IV NV Off I f'N File M 23-01 Town of Westlake Staff Report Agenda Date: 2/15/2023 TOWN STAFF REPORT RECCOMENDATIONS Receive a report on items of community interest STAFF: Jon Sasser, Communications Director 1500 Solana Blvd Building 7, Suite 7100 Westlake, TX 76262 Agenda #: E.1. Town of Westlake Page 1 of 1 Printed on 2/23/2023 7c,,wo lod ly I a>pIsIrar nvl Town Council Meeting Wednesday, February 15, 2023; 3:00 pm Westlake Town Hall, Solana Terrace-Bldg.7, Suite 7100 PYP Curriculum Night Thursday, February 16, 2023; 6-7:30 pm Location: TBA Westlake Academy Students off Friday, February 17, 2023 Staff developmental day Town of Westlake/Westlake Academy closed Monday, February 20, 2023 To observe Presidents Day Town Council Meeting Monday, February 27, 2023; 5:00 pm Westlake Town Hall, Solana Terrace-Bldg.7, Suite 7100 Chamber: Alliance Development Forum Friday, March 3, 2023; 11-1 pm Speedway Club, Texas Motor Speedway Additional items of Note • State of the Communities • Winter Weather Communications • Road updates Town Council/Board of Trustees Items of Community Interest „..I i N E 4 T O W N O F WESTLAKE OI ST I N Ci IV NV Off I f'N File #: 23-42 Town of Westlake Staff Report Agenda Date: 2/15/2023 AC:"AllL'1EM S III'.A.F f” :III FIFC :111 "III` .111 FC C o .A4E .111 A."III~II[()S Receive a report from Mayor Kilbride regarding Town Financial matters STAFF. Mayor Sean C. Kilbride 1 A.C."KGIII UN.111 : Click or tap here to enter text. 1500 Solana Blvd Building 7, Suite 7100 Westlake, TX 76262 Agenda #: F.1. Town of Westlake Page 1 of 1 Printed on 2/23/2023 7c,,wo lod ly I a>pIsIrar nvl „..I i N E 4 T O W N O F WESTLAKE OI STI N Ci IV NV Off I f'N File #: 23-26 Town of Westlake Staff Report Agenda Date: 2/15/2023 ACADEMY S III'.A.F .111 EPC1:111 "111' .111 EC C o .A4EN.111 A."111'11[()NS Receive a Quarterly report from the Westlake Academy Foundation Board STAFF. Dr. Shelly Myers, Executive Director Westlake Academy Foundation BA.C.” 11 G111 C11 JN.111 : The Town Council/Board of Trustees have requested quarterly updates from all affiliates. 111 111SC:I JSS.11[C1[N: 1500 Solana Blvd Building 7, Suite 7100 Westlake, TX 76262 Agenda #: F.2. The Westlake Academy Foundation has provided a quarterly update from August 2022 through December 2022. The Town Council/Board of Trustees may review the findings, and Executive Director Shelly Myers and Board President Christine Ross will be present to answer any questions. F.11[SC:"A.E .11[ 4PA.C:"111~: N/A S"111'A.FF .111 EC."CI IMEN.111 A."111'11[()N: No action, receive a quarterly report. B IA.1 111 OF "II[']I IJS"III'EES A.0 'III':II[()N✓CIIF"111'.11[()NS: No action necessary. Town of Westlake Page 1 of 1 Printed on 2/23/2023 7c,,wo lod ly I a>pIsIrar nvl 0 0 N 70 U) O LL C) � O U O O E •� (D (D E Q n i U p E E O +-j O O � � N ~ U a U U um_ N � m _ En Eno a 9 II4 µ "%�i �«,���I P�Illluuuuuuuulllllll� �'��'�� U) N C C 0 (D U 0 O N 00 i N O 0 0 J O O � — L 0 4 O� 0 � 4 0 C cy) vi OU O a O }, C C O � C O N > O U C i o E �� C 0 L O O c-00 � 0 N 0 N O C 0 N L 0 co CM O CO Iq M N N c Ca O CO LO N L M- 0 O N C O � U 00 C CM 0 O � 4- U � O CO 0) N cn t:D 00 CM co Is 0 C 0 I C 0 C 0 a-j N N N O U C a N O a) C14 C-4 0 co r 4 ce. ........ . . . . . . . ... . . 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O p � LO oo LO U cn J i O _ U t co � M c O o .� N 4� -r- O) � — U Q M O N a--i t O LO C Co CO O //nn v' > c N N U U a a� w O CN i o a +� C n U >, LZ p n Z ° U cn U U L O N CO a GOO,, 41F off", Ad y O L6 L6 W Z O z W W W a W i a W V a W 2 * $ t 0 / 4 2 E E 6 = 2 ® o 2 E® 0 3/ / / ° E I 2 % LU \ \ § E 0 \ \ U _E / $ 0 _ 2 E LU ` / ) 0 \ ® 0 ƒ� ƒ E E / 5 \ \ k ® 4 \ 2 o \ \ LU ® © \ � / f o « ' \ \ G ƒ 0 \ \ (UJ ƒ E 0 \ / E S \ / \ / 0 z — y a 0 z 0 z 0 W m m cn Q � cn � cn O m U 70 a N m +0 U 0 cn -0 cn O cn O O O N N O L C O + cn O cn i } cn O , O O C N 7 i O U cn o O 4-1 � cn C N p U 0LL F- O L cn i 1 1 m N N > N O C W � O -se S � U � p 0- Q Q 1 � C - Q N O O O cn ►-r ® Q . Z kL > „..I i N E 4 T O W N O F WESTLAKE OI ST I N Ci IV NV Off I f'N File #: 23-28 Town of Westlake Staff Report Agenda Date: 2/15/2023 ACADEMY S III'.A.F f” .111 EPC :111 "III` .111 EC C o .A4E .111).A."111'11[()S Receive a Report of the Texas Education Agency School Report Card SY `21-2022 STAFF. Dr. Sean Wilson, Executive Director BA.C." GIII0UN.111'l: 1500 Solana Blvd Building 7, Suite 7100 Westlake, TX 76262 Agenda #: F.3. The purpose of the School Report Card is to inform parents and guardians about a campus' individual characteristics and academic performance. Districts and campuses receive an overall rating and a rating for each domain. The rating labels for districts and campuses are as follows (TEA): TEA rates districts and campuses based on their academic characteristics. The grade equivalent letter A, B, or C is assigned to districts and campuses for overall performance and performance in each domain - Student Achievement, School Progress, and Closing the Gaps. Westlake Academy earned an overall rating of A, measuring student learning in each grade and student readiness for the next grade, earning the Distinction Designation in all seven categories. - Academic Achievement in English Language Arts, - Academic Achievement in Mathematics, - Academic Achievement in Science - Academic Achievement in Social Studies - Top 25%: Comparative Academic Growth - Top 25%: Comparative Closing the Gaps - Postsecondary Readiness Annually, campuses must distribute the school's report card to parents and guardians of students enrolled in the school within six weeks of the report being delivered to the district and campus. Westlake Academy will send the report electronically to all families and post the School Report Card in the Westlake Academy Communique by February 10, 2023. Town of Westlake Page 1 of 3 Printed on 2/23/2023 7c,,wo lod ly I a>pIsIrar nvl File #: 23-28 Agenda Date: 2/15/2023 Agenda #: F.3. Westlake Academy is a diverse community of student learners representing 5.4% African American, 15.4% Hispanic, 50.9% White, 0.5% American Indian, 20.3% Asian, and 7.6% Two or More Races. In addition, 2.6% of the students enrolled are considered Economically Disadvantaged, 4.9% are noted as Special education, and 2.2% are emergent bilingual/EL. Westlake Academy has a student mobility rate of 6.3%. Average Class Sizes are captured in the report. In lower school, Westlake Academy's class sizes are pretty similar to the state's averages, whereas in secondary, class sizes exceed the state's average. Again, this is not indicative of the quality of instruction but a point of reference as we continue building the Academy's academic programs. The School's Financial information indicates that Westlake Academy had $10,585 in Operating Expenditures, of which 62.6% is Instructional expenditure and 73.5% is the Instructional Staff percentage. The State of Texas Assessments of Academic Readiness (STAAR) notes that at least 95% of students Approached grade Level or Above on the STAAR Assessments. Additionally, 83% of students Met Grade Level or Above, and 54% achieved Mastery at grade level on average. Based on all tested grades, Westlake Academy students achieved academic growth from 78 to 83 in 2019 and 2022, respectively, showing that our students are making academic gains year over year. Overall, Westlake Academy graduates nearly 99% of all students within four years of students exiting 8th grade. The 5th year cohort rate mirrors the four-year cohort rate. However, 100% of 6th-year students graduate from Westlake Academy or by earning their Texas Certificate of High School Equivalency (TxCHSE). RHSP/DAP/FHSP-DLA Graduates represent the percentage of graduates who, after four years, satisfied the course requirements for the Recommended High School program, Distinguished Academic Program, or the Foundation High School Program with an endorsement or at the distinguished level of achievement. Westlake Academy graduates 98.5% of student meeting this criterion. There is a slight decline in the percentage of graduating students achieving College, Career, and Military Ready status. We will review the ACT/SAT Results as it indicates a significant decrease in students who tested. Based on those students who were tested, the SAT composite score is 1306, and the ACT composite score is 28. Both scores reflect increases in student achievement on these assessments. Overall, Westlake Academy's performance exceeds that of the state. However, there is room for improvement in several categories, including graduation rate, math score performance across all tested grades, and the number and percentage of students scoring at the Masters Grade Level. FISCAL :II[MPAC:U111'- Town of Westlake Page 2 of 3 Printed on 2/23/2023 7c,,wo lod ly I a>gls= rar nil File M 23-28 Agenda Date: 2/15/2023 Agenda M F.3. N/A S"III'A.FF :III BC:C 4A4EN:lll A."III~II[()N: Staff recommends receiving the report. No action is required. B ARIII OF "III'I IJS"III'BES A.C:""III`:II[C N✓C Ip"III~:II[()NS: No action is required. A111 "III~AC HMEN"III"S A. 2022 School Report Card (pdf) B. 2022 School Report Card Slide Deck (pdf) Town of Westlake Page 3 of 3 Printed on 2/23/2023 7c,,wo lod ly I a>gls= rar nil Texas Education Agency 2022 School Report Card WESTLAKE ACADEMY (220810001) - WESTLAKE ACADEMY CHARTER SCHOOL - TARRANT COUNTY District Name: WESTLAKE ACADEMY CHARTER SCHOOL Campus Type: Elementary/Secondary Total Students: 877 Grade Span: KG -12 For more information about this campus, see: https:/TXschools.gov or the Texas Academic Performance Report at: https://rptsvrl.tea.texas.gov/perfreport/tapr/2022/index.html This measures how much students are learning in each grade and whether or not they are ready for the next grade. It also shows how well a school or district prepares their students for success after high school in college, the workforce, or the military. State accountability ratings are based on three domains: Student Achievement, School Progress, and Closing the Gaps. Scores are scaled from 0 to 100 to align with letter grades. u -" g Student a"�rrl��iirr�aeirneint ��rrl� poll Il irogiress t lIosiing the Galas �'�� ur�tllllll Il��.�ttuiur�r„ Campuses that earn a rating of A-C are eligible for as many as seven distinction designations that are awarded when a school or district shows exceptional achievement in certain areas. TEA I School Programs I Assessment and Reporting I Performance Page 1 of S Reporting Texas Education Agency 2022 School Report Card WESTLAKE ACADEMY (220810001) - WESTLAKE ACADEMY CHARTER SCHOOL - TARRANT COUNTY This section provides demographic information about WESTLAKE ACADEMY, including attendance rates, enrollment percentages for various student groups, student mobility rates, and class size averages at the campus, district, and state level, where applicable. Attendance Rate (2020-21) Enrollment by Race/Ethnicity African American Hispanic White American Indian Asian Pacific Islander Two or More Races Enrollment by Student Group Economically Disadvantaged Special Education Emergent Bilingual/EL Mobility Rate (2020-21) Class Size Averages by Grade or Subject 97.4% 97.4% 95.0% Elementary Kindergarten 17.0 17.0 18.7 5.4% 5.4% 12.8% Grade 1 18.3 18.3 18.7 15.4% 15.4% 52.8% Grade 2 18.7 18.7 18.6 50.9% 50.9% 26.3% Grade 3 20.7 20.7 18.7 0.5% 0.5% 0.3% Grade 4 19.3 19.3 18.8 20.3% 20.3% 4.8% Grade 5 21.0 21.0 20.2 0.0% 0.0% 0.2% Grade 6 23.7 23.7 19.2 7.6% 7.6% 2.9% Secondary English/Language Arts 19.4 19.4 16.3 2.6% 2.6% 60.7% Foreign Languages 14.3 14.3 18.4 4.9% 4.9% 11.6% Mathematics 18.6 18.6 17.5 2 2% 2 2% 21.7% Science 19.8 19.8 18.5 Social Studies 20.2 20.2 19.1 6.3% 6.3% 13.6% Various financial indicators based on actual data from the prior year are reported for the campus, district, and state. For more information, see: http://tea.texas.gov/financialstandardreports/ Instructional Expenditure Ratio n/a 62.6% 64.2% Expenditures per Student Instructional Staff Percent n/a 73.5% 64.9% Total Operating Expenditures $10,585 $11,049 $11,106 Instruction $6,107 $6,107 $6,358 Instructional Leadership $205 $205 $186 School Leadership $1,309 $1,309 $654 TEA I School Programs I Assessment and Reporting I Performance Page 2 of S Reporting Texas Education Agency 2022 School Report Card WESTLAKE ACADEMY (220810001) - WESTLAKE ACADEMY CHARTER SCHOOL - TARRANT COUNTY This section provides STAAR performance and Academic Growth outcomes. Academic Growth measures whether students are maintaining performance or improving from year to year STAAR Performance Rates at Approaches Grade Level or Above (All Grades Tested) All Subjects 2022 74% 96% 96% 93% 94% 97% 100% 99% 94% 91% 2021 67% 95% 95% 87% 93% 95% 100% 99% 93% 82% ELA/Reading 2022 75% 97% 97% 87% 93% 98% 99% 93% 93% 2021 68% 96% 96% 91% 96% 96% 98% 93% 78% Mathematics 2022 72% 96% 96% 100% 96% 96% 99% 92% 90% 2021 66% 95% 95% 91% 92% 95% 100% 96% 83% Science 2022 76% 95% 95% 91% 94% 93% 100% 100% 86% 2021 71% 94% 94% 73% 94% 96% 98% 90% Social Studies 2022 75% 98% 98% 100% 95% 98% 100% 2021 73% 95% 95% 60% 92% 99% 97% STAAR Performance Rates at Meets Grade Level or Above (All Grades Tested) All Subjects 2022 48% 83% 83% 68% 81 % 82% 88% 90% 83% 76% 2021 41% 79% 79% 65% 74% 79% 78% 88% 78% 50% ELA/Reading 2022 53% 87% 87% 71% 82% 88% 91% 85% 86% 2021 45% 83% 83% 68% 82% 84% 88% 89% 44% Mathematics 2022 42% 79% 79% 63% 78% 77% 90% 82% 70% 2021 37% 80% 80% 74% 70% 79% 89% 81% 67% Science 2022 47% 77% 77% 55% 84% 74% 85% 75% 57% 2021 44% 73% 73% 60% 66% 74% 85% 50% Social Studies 2022 50% 87% 87% 88% 80% 86% 93% 2021 49% 76% 76% 20% 63% 79% 89% STAAR Performance Rates at Masters Grade Level (All Grades Tested) All Subjects 2022 23% 54% 54% 36% 52% 53% 50% 64% 51 % 58% 2021 18% 49% 49% 27% 41% 47% 22% 66% 51% 27% ELA/Reading 2022 25% 56% 56% 26% 56% 56% 66% 54% 71% 2021 18% 48% 48% 32% 42% 49% 55% 50% 33% Mathematics 2022 20% 54% 54% 37% 49% 52% 69% 47% 60% 2021 18% 54% 54% 35% 39% 50% 76% 65% 33% Science 2022 21% 39% 39% 36% 34% 33% 56% 42% 29% 2021 20% 43% 43% 7% 34% 40% 70% 30% Social Studies 2022 30% 69% 69% 75% 70% 71% 61 % 2021 29% 55% 55% 20% 50% 52% 75% Academic Growth Score (All Grades Tested) Both Subjects 2022 74 83 83 76 79 83 87 83 83 2019 69 78 78 74 68 80 82 76 68 ELA/Reading 2022 78 84 84 75 80 86 86 84 94 2019 68 79 79 82 66 80 80 85 80 Mathematics 2022 69 81 81 79 78 79 89 82 71 2019 70 78 78 64 71 80 86 66 58 - Indicates there are no students in the group. Indicates results are masked due to small numbers to protect student confidentiality. n/a Indicates data reporting is not applicable for this group. TEA I School Programs I Assessment and Reporting I Performance Page 3 of S Reporting Texas Education Agency 2022 School Report Card WESTLAKE ACADEMY (220810001) - WESTLAKE ACADEMY CHARTER SCHOOL - TARRANT COUNTY This section provides graduation, graduation plan, and College, Career, and Military Readiness rates. Please note that 2019-20 College, Career, and Military Ready data excludes military enlistment and the CTE coherent sequence indicator. Annual Dropout Rate (Gr 9-12) 2020-21 2.4% 0.9% 0.9% 0.0% 0.0% 1.1 % 1.6% 0.0% 2019-20 1.6% 0.3% 0.3% 4.5% 0.0% 0.0% 0.0% 0.0% 0.0% 4-Year Longitudinal Rate (Gr 9-12) Class of 2021 Graduated 90.0% 98.5% 98.5% 100.0% 100.0% 97.3% 100.0% Graduates, TxCHSE, & Cont 94.2% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% Class of 2020 Graduated 90.3% 98.7% 98.7% 100.0% 100.0% 100.0% 100.0% Graduates, TxCHSE, & Cont 94.6% 98.7% 98.7% 100.0% 100.0% 100.0% 100.0% 5-Year Extended Longitudinal Rate (Gr 9-12) Class of 2020 Graduated 92.2% 98.7% 98.7% 100.0% 100.0% 100.0% 100.0% Graduates, TxCHSE, & Cont 93.8% 98.7% 98.7% 100.0% 100.0% 100.0% 100.0% Class of 2019 Graduated 92.0% 100.0% 100.0% 100.0% 100.0% 100.0% Graduates, TxCHSE, & Cont 93.9% 100.0% 100.0% 100.0% 100.0% 100.0% 6-Year Extended Longitudinal Rate (Gr 9-12) Class of 2019 Graduated 92.6% 100.0% 100.0% 100.0% 100.0% 100.0% Graduates, TxCHSE, & Cont 93.8% 100.0% 100.0% 100.0% 100.0% 100.0% Class of 2018 Graduated 92.6% 100.0% 100.0% 100.0% 100.0% * 100.0% Graduates, TxCHSE, & Cont 93.9% 100.0% 100.0% 100.0% 100.0% * 100.0% 4-Year Federal Graduation Rate Without Exclusions (Gr 9-12) Class of 2021 90.0% 98.5% 98.5% 100.0% 100.0% 97.3% 100.0% Class of 2020 90.3% 98.7% 98.7% 100.0% 100.0% 100.0% 100.0% RHSP/DAP Graduates (Longitudinal Rate) Class of 2021 87.5% - - - - - Class of 2020 83.0% - - - RHSP/DAP/FHSP-E/FHSP-DLA Graduates (Longitudinal Rate) Class of 2021 85.7% 98.5% 98.5% 85.7% 100.0% 100.0% 100.0% Class of 2020 87.8% 98.7% 98.7% 100.0% 98.0% 100.0% 100.0% College, Career, and Military Ready (Annual Graduates) 2020-21 65.2% 95.5% 95.5% 85.7% 100.0% 94.4% 100.0% 2019-20 63.0% 98.7% 98.7% 100.0% 98.0% 100.0% 100.0% SAT/ACT Results (Annual Graduates) Tested 2020-21 70.8% 74.2% 74.2% 57.1 % 66.7% 66.7% 100.0% 2019-20 76.7% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% Average SAT Score 2020-21 1002 1306 1306 1268 1378 2019-20 1019 1230 1230 1095 1209 1215 1413 1310 1223 Average ACT Score 2020-21 20 28 28 28 27 TEA I School Programs I Assessment and Reporting I Performance Page 4 of 5 Reporting Texas Education Agency 2022 School Report Card WESTLAKE ACADEMY (220810001) - WESTLAKE ACADEMY CHARTER SCHOOL - TARRANT COUNTY 2019-20 20 27 27 23 28 27 - 32 - 27 27 Indicates there are no students in the group. 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"a U) a, ca C-4 CN CN CN 0) C-4 C-4 CN CN CN CN CN U) 'a CN CN CN CN CN CN CN CN 'm ca 9 0E 0 0- ca 10 2 ca ca 'a U) U) U) 0 2 2 < < < W � N O U l0 H � U N w � l0 � m N N N D) �p � N D D W N G C9 C9 ss o e O16 N o > G N N 16 v l0 c c p� c c M c c LL G U U GO U U 0 U U 'O W ¢ N •- W N W N N W N W N N W N W N N CW 2 2 2 2 LL N N - - CW x - U ~ U N m U U N w - - c - - c N N 4 „.... «„..I i N E T O W N O F WESTLAKE OI STI N Ci IV NV Off I f'N Town of Westlake Staff Report 1500 Solana Blvd Building 7, Suite 7100 Westlake, TX 76262 File #: 23-34 Agenda Date: 2/15/2023 Agenda #: G.1. TOWN STAFF REPORT RECCOMENDATIONS Consider approval of Town Council Board of Trustee Meeting Minutes from the following meetings: December 5, 2022; December 19, 2022, and January 23, 2023; and take appropriate action STAFF: Amy M. Piukana, TRMC, Town Secretary BACKGROUND: The Town Council will review and approve the following meeting minutes: • December 5, 2022 • December 19, 2022 • January 23, 2023 Once approved, all meeting minutes will be executed and uploaded to the Town of Westlake website for transparency and Laserfiche software for state retention compliance. TOWN COUNCIL ACTION/OPTIONS: 1) Motion to approve 2) Motion to amend with the following stipulations (please state stipulations in motion) 3) Motion to table 4) Motion to deny Town of Westlake Page 1 of 1 Printed on 2/23/2023 7c,,wo lod ly I a>pIsIrar nvl TOWN OF WESTLAKE TOWN COUNCIL/WESTLAKE ACADEMY BOARD OF TRUSTEES MEETING AGENDA 1500 SOLANA BLVD, BUILDING 7, SUITE 7100, COUNCIL CHAMBER W ESTLAKE, TX 76262 WSTLw KE December 5, 2022 4:00 P.M. CLOSED SESSION 4:30 P.M. WORK SESSION 6:00 P.M. REGULAR MEETING MEMBERS: Mayor Sean Kilbride, Council/Board of Trustee Members Mayor Pro Tern David Quint, Tim Shiner, Chandrika Dasgupta (Absent), Kim Greaves, Anna White OTHERS PRESENT: Assistant Town Manager Troy Meyers, Town Secretary Amy M. Piukana, Attorney Janet Bubert, Attorney Stan Lowery (via zoom), Head of School Sean Wilson, Finance Director Amber Karkauskas, Director of Human Resources Sandy Garza, Director of Information Services Jason Power, Fire Chief Richard Whitten, Deputy Fire Chief John Ard, and Director of Communications Jon Sasser CLOSED EXECUTIVE SESSION (4:00 P.M.) 1. Call to order and announce closed session item(s). Mayor Kilbride called the meeting to order at 4 p. m. and announced the following items would be discussed in closed executive session. 2. The Town Council will conduct a closed session pursuant to Texas Government Code, annotated, Chapter 551, Subchapter D for the following: a. Section 551.074(a)(1): Deliberation Regarding Personnel Matters - to deliberate the appointment, employment, evaluation, reassignment, duties, of a public officer or employee: - Town Manager - Town Judge WORK SESSION - (4:30 P.M.) Mayor Kilbride called the meeting to order at 4:35 p. m. 3. Discussion regarding Westlake Academy 2021 Building Master Plan Assistant Town Manager Troy Meyer introduced Michael Bennett and Emily Gi/more with Bennett Partners who ,provided an overview of the history of the ,project. He explained the master plan was based on the needs and requests at the time. Ms Gilmore pro vided four (4) possible scenarios Scenario 1) Replace older modular classrooms; Scenario 2) Addition to Art & Science Center; Scenario 3) Additions to Art & Science, PYP and Secondary Buildings The Town Council discussed three (3) older modular buildings be replaced out of the six (6), minimum code for safetyprotocols for modular buildings, age ofexisting modular buildings (2010 installed used portables), teacher Input on proposals, Option 2 details of what is included, process and commitment to finance the project, construction project performance bond, one store Art & Science verses two story, growth options, cost ofgrand plan, prioritizing the phasing (immediate TC/BOT Agenda — 12/4/2022 Page 1 of 7 needs), schematic of secondary proposal, secondary expansion cost, Head of School needs (3 oldest portable be rep/aced), relocation of modular buildings if dining space desired, modular building life span, retention ,pond relocation, soccer field, ,narking, Arts & Science verses secondary expansion options Alter discussion the consensus of Council was to move forward with Scenario 3) Addition to the Arts & Science building. Assistant Town Manager Troy Meyer stated he would fine tune pr/c/ng related to secondary building, primary extension and cost of Arts & Science building and review the option to relocate the pond for future option uses 4. Discussion regarding existing Westlake Academy Modular Buildings and proposed new Modular Buildings Troy Meyerprov/ded an overview of this item. He noted bids were received from Ram Tech (Total $191,953) and Mobile Module (Total $214,583). Mr. Myers recommended Ram Tech. He noted site work is estimated to be between $265,250 to $349,800, he reviewed additional costs of needs and upgrades with a total proposal estimated budget of $1,275,093. Mr. Myers noted Westlake Academy Capita/ Fund has a current balance of $2.1 mil/ion. The Town Council discussed the vendor products, qua/ity, warranties, and decking. Mr. Meyers asked if council supports proposed budget for portables, noting he will bring forward on December 19. Alter discussion, Council requested a budget proposal with portable options (used portables, windows, ac units) for Counci/review. REGULAR MEETING — Call to Order (6:00 P.M.) 5. PLEDGE OF ALLEGIANCE Mayor Ki/bride led the pledge of allegiance and pledge to the Texas flag. 6. CITIZEN/PARENT COMMENTS: This is an opportunity for citizens/parents to address the Town Council or Board of Trustees on any matter, whether it is posted on the agenda. Speaker request form(s) are now available online, click I;;ir,, and will be accepted by the Town Secretary from the time the agenda is posted until prior to the start of the meeting. Individuals will not be recognized to speak during the meeting unless the citizen comments form has been submitted for each item of interest. There is a three (3) minute time limit for each citizen to speak with a reasonable limitation on speakers on one topic or item with a maximum of fifteen total minutes on the same topic item. Anyone wishing to speak shall be courteous and cordial. No disparaging remarks directed at any member of the Town Council/Board of Trustee or Town/School Administration will be allowed. The Town Council and Board of Trustees cannot by law act or deliberate on any item not currently listed on the agenda. The Town Council and Board of Trustees will receive the information, ask staff to review the matter, or an item may be noticed on a future agenda for deliberation or action. None. 7. ITEMS OF COMMUNITY INTEREST: Mayor and Council Reports on Items of Community Interest pursuant to Texas Government Code Section 551.0415 the Town Council may report on the following items: (1) expression of thanks, congratulations, or condolences; (2) information about holiday schedules; (3) recognition of individuals; (4) reminders about upcoming Town Council events; (5) information about community events; and (6) announcements involving imminent threat to public health and safety. Communications Director Jon Sasser provided a report on items of community interest TC/BOT Agenda — 12/4/2022 Page 2 of 7 8. CONSENT AGENDA: All items listed below are considered routine by the Town Council and/or Board of Trustees and will be enacted with one motion. There will be no separate discussion of items unless a Council/Board Member or citizen so requests, in which event the item will be removed from the general order of business and considered in its normal sequence. Mayor Pro Tem Quint pulled Consent Items 8b., 8d., and 8eoff consent to allow for discussion. a. Consider approval of the Joint Town Council/Board of Trustees meeting minutes from the following meeting(s); and take appropriate action. • November 14, 2022, Regular Meeting b. Consider adopting Ordinance 958 approving a amendments to Chapter 98-Vegetation, Division 2-Preservation, Town of Westlake Code of Ordinances; and take appropriate action (*pulled off consent) Mr. Ruthven briefed Town Council noting this is an amendment to the existing Tree Ordinance. He noted language was added to include the exemption of the building footprint area. Council discussed ways to ensure someone doesn't 'game the system exemptions for existing detached vs two family, option for concurrent approval, who establishes and defines the building footprint, timing, definition of Building Of dal, and the need to update Subpart 2 with clearer language. Mr. Ruth ven stated he would revise Ordinance 958 and bring forward at the next Town Council meeting for review. No action was taken on this item. c. Consider adopting Ordinance 957 reappointing the Presiding .fudge and Alternate Presiding .fudge for Municipal Court; and take appropriate action d. Consider approving a full-time Special Education Teacher for Westlake Academy; and take appropriate action (*pulled off consent) Head of School Sean Wilson briefed Town Council regarding this item. The Town Council discussed the use ofESSR funds this year, next year approval requirement if continued full time employee, ESSR fund availability, student needs, short term solution for this year and the need to reevaluate in the future. e. Consider approving a Resolution 22-70 authorizing the Mayor to enter into an agreement with Aetna for the Town's Health Insurance carrier and approving MetLife as the Town's Dental and Vision insurance carrier for 2023 calendar year; and take appropriate action (*pulled off consent) Human Resource Director Sandy Garza briefed Town Council regarding this item. The Town Council discussed employee choice selection, percentage of premium cost to employee and Town (Town 10096 of employee/5096 of family), number of employees covered (46 Town Employees), separate plan for the School, comparable plan for School (10091b/employee only) and Town coverage (100961 employee/50961 family), historical coverage, surrounding district contribution amounts, annual premium cost for Town TC/BOT Agenda — 12/4/2022 Page 3 of 7 emp/oyees($700,000), possibility of merging (not available for Town), elimination of the middle coverage of the Aetna table reflected in the packet Motion made by Council Member Shiner to approve Consent Items 8a, 8c, 8d, and 8e, as presented. Motion seconded by Council Member Greaves Motion approved unanimously. 9. REPORTS: Reports are prepared for informational purposes and will be accepted as presented. (There will be no presentations associated with the report items.) There will be no separate discussion unless a Town Council Member requests that report be removed and considered separately Mayor Pro Tem Quint requested discussion regarding the Proof of Residency and Admission Policy for discussion. • TAPR Updates for School Academic Performance Rating • Review proposed 23-24 Westlake Academic Calendar • Review Student Code of Conduct • Proof of Residency Policy updates - (*pulled for discussion by Mayor Pro Tem Quint.) Mr. Wi/son noted this is a first draft review for the Town Cound4lBoard of Trustees and was present to answer questions on both items Mayor Pro Tem Quint expressed concerns with clarity of both policies (Residency and Admissions). He noted he has several notes, questions, and suggestions regarding these policies, asking if they are a multi -stage process Mr. WI/son explained this is a first draft review to obtain Town Counc/ %Board of Trustee feedback. Mayor Ki/bride advised staff to follow up with Mayor Pro Tem Quint to discuss recommended changes to the po/icy then bring back to the Council for review. Westlake Academy Admission Policy updates- (*Discussed in combination with Residency Po/icy) Mayor Ki/bride skipped to agenda item 14. PUBLIC HEARING(S) 10. Conduct a Public Hearing and discuss the CharterFIRST 2022 rating based on School Year 2020-2021 Data and Annual Financial Management Report Academic Finance Manager Marlene Rut/edge provided the CharterFIRST 2022 rating report. After discussion, the Mayor opened the pub/ic hearing. There being no one present that wished to speak, Mayor Ki/bride closed the public hearing. 11. Conduct a Public Hearing and consider approving Resolution 22-72 for a replat of Block F, Westlake Entrada Addition; and take appropriate action Planning and Development Director Ron Ruth ven briefed Town Council regarding this item. After discussion, Mayor Ki/bride opened the public hearing. There being no one present to speak, Mayor Ki/bride closed the pub/ic hearing. A motion was made by Council Member Greaves to approve Resolution 22-72, as presented. Motion seconded by Council member Shiner. Motion approved unanimously. 12. Conduct a Public Hearing and consider approving Resolution 22-73 for a replat of Block H, Westlake Entrada Addition; and take appropriate action Planning and Development Director Ron Ruth ven briefed Town Council regarding this item. TC/BOT Agenda — 12/4/2022 Page 4 of 7 Mayor Ki/bride opened public hearing. There being one present to speak, Mayor Kilbride closed the public hearing. A motion was made by Mayor Pro Tem Quint to approve Resolution 22-73, as presented. Motion seconded by Council Member Greaves Motion approved unanimously. 13. Conduct a public hearing and consider adopting Ordinance 959 approving the following; and take appropriate action: (1) A zoning change request from PD1-1 (known as the "Solana"' development) to PD1-2 (known as the "Entrada" development) on Lot 2R1, Block 1, Westlake/Southlake Park Addition #1, located at the 1600 block of Solana Blvd. (2) Amendments to Ordinance 703 (Entrada zoning Regulations), as amended, incorporating Lot 2R1, Block 1, Westlake/Southlake Park Addition #1, and (3) Amendments to Ordinance 720 (Entrada Development Plan), as amended, incorporating Lot 2R1, Block 1, Westlake/Southlake Park Addition #1 Planning and Development Director Ron Ruth ven briefed Town Council regarding this item. Developer Michael Beaty spoke requesting the following exceptions Staff Comment #3; No residential in Area 2 (Entrada Ph II); the developer is requesting that this not be included as a condition of approval for the requested Zoning change; The tracts south of the new loop road, backing to the existing Solana Park will never be commercial but remail viable residential locations Staff Comment #6(c): Traffic Signal Construction at Cortes and Solana Boulevard; Developer is requesting that this condition modified to: Prior filing of the Final Plat for Area #1, the Developer is to have fully funded their 8896 portion of the cost of this signal to the Town of Westlake.; This would be in compliance with the existing Developers Agreements, The Engineer of Record for this Signal design is opposed to the construction of this Signal until a Warrant Study indicates the need for the Signal. Staff Comment #7: Requirement to prepare a Traffic Impact Analysis as part of the site plan submittal for 'Area One",` the Developer is requesting that this not be included as a condition of approval for the requested Zoning change, The traffic generated by 52 single-family homes in a gated community is signifIcantly less that could have been generated by another office building that had been previously proposed for this site. The Council agreed to address these requests at a future date. Mayor Kilbride opened the Public Hearing. There being no one present to speak; Mayor Kilbride declared the Public Hearing closed. A motion was made by Council Member Shiner, seconded by Mayor Pro Tem Quint to adopt Ordinance 959, as presented. Motion approved unanimously. Mayor Kilbnde moved to Agenda Item 10. 14. Conduct a public hearing and consider adopting Ordinance 960 amending Ordinance 591 by amending the Concept Plan for PD3-12 Zoning District and approving amendments to Ordinance 920 by approving a Concept Plan for PD2-12A Zoning District to allow for the expansion of the Deloitte University Campus, located east of IT. Ottinger Road, north of Dove Road and southwest of the southern terminus of Westlake Parkway; and take appropriate action Planning and Development Director Ron Ruth ven briefed Town Council regarding this item noting this is a concept plan for DeLoitte University expansion and a more detailed review will come forward in the future. Mr. Doug Harden and Amanda Zimmerman with Deloitte University were present to answer questions TC/BOT Agenda — 12/4/2022 Page 5 of 7 Council discussed the Planning and Zoning Commission vote recommendation, construction timeline, ,narking and visibility to Ottinger, final plan design, construction access, ,narking garage height, landscaping, next steps and proposed date of comp/et/on. (Projected 2025) Alter discussion, MayorKlIbnafe opened the pub/ic hearing. There being no one present to sneak; Mayor Ki/bride closed the pub/ic hearing. A motion was made by Mayor Pro Tem Quint to approve Ordinance 960, as ,presented. Motion seconded by Council Member White. Motion approved unanimously. Skipped Ki/bride skipped to item 11. REGULAR AGENDA ITEM(S) 15. Consider approving Resolution 22-71 authorizing an Economic Development Program Agreement with the Marriott Dallas/Fort Worth Westlake; and take appropriate action Genera/ Manager of the Westlake Marriott Reggie Woo/ridge briefed Town Council regarding this item. He explained he is requesting a new Business Incentive Program and Shuttle Bus Transportat/on Program. (Request of$50,000 funds) The Town Council discussed hotel mote/ tax, ,program /mp/ementat/on (2010), compet/t/on of surrounding hotels, cost increase, 2022 Year End tax revenue ($363K), economic reason for the request, Marriott market cap, Marriott performance, limited amount of hotel mote/ funds, hotel review ratings, need to renovate rooms, quarterly report requirement from Marriott, transportation analysis report, fund use (Visitors Association Fund) through Hotel Mote/ tax and need for return -on -investment numbers Council Member Shiner noted the Town of Westlake only receives a ,penny from sales tax, noting the other penny goes back toward property tax. He summarized, stating the Town has limited funds and must be strategic with allocation of funds Mayor Ki/bride tabled this item to the January 30, 2023, meeting. 16. Consider approving Resolution 22-68 authorizing the Mayor to approve a proposal with B&R Utility Construction to install a water line extension on Pearson Road in an amount not to exceed $25,000; and take appropriate action Assistant Town Manager Troy Meyer briefed Town Council regarding this item, noting this is an extension from the November 14, 2022, meeting. The Town Council discussed Westlake and Keller mapped waterlines, system Improvement costs, written request from City of Keller Pub/ic Works Director to eliminate their dead-end water line, water line loop, cost of flushing water, revenue from four (4) homes, $7.7 utility fund balance, and debt issuance from last May ($18 mill) and the logistics and economic case or allocating monies to this project. After discussion, a motion was made by Council Member Greaves to approve Resolution 22-68, as presented. Motion seconded by Mayor Pro Tem Quint Motion approved unanimously. 17. TAKE ANY ACTION, IF NEEDED, FROM EXECUTIVE SESSION ITEMS. (No action) 18. COUNCIL RECAP/STAFF DIRECTION. Assistant Town Manager Troy Meyer provided a Council recap. TC/BOT Agenda — 12/4/2022 Page 6 of 7 19. FUTURE AGENDA ITEMS: Any request for a future agenda item requires the following:1) a brief explanation of the item to be considered, 2) must receive a second by another Councilmember, 3) and must identify a target date for the agenda. Future Agenda Items to be discussed: • Discuss a Community Engagement Committee (Dasgupta/White) June 2023 20. ADJOURNMENT —Mayor Ki/bride adjourned the meeting at 7.-54 p.m. Sean C. Kilbride, Mayor Attested by: Amy M. Piukana, Town Secretary TC/BOT Agenda — 12/4/2022 Page 7 of 7 V ESTLAKE MEMBERS: TOWN OF WESTLAKE TOWN COUNCIL/WESTLAKE ACADEMY BOARD OF TRUSTEES MEETING AGENDA 1500 SOLANA BLVD, BUILDING 7, SUITE 7100, COUNCIL CHAMBER W ESTLAKE, TX 76262 December 19, 2022 4:00 P.M. OPEN MEETING 4:30 P.M. REGULAR MEETING 5:30 P.M. CLOSED EXECUTIVE SESSION Mayor Sean Kilbride, Council/Board of Trustee Members Mayor Pro Tern David Quint, Tim Shiner, Chandrika Dasgupta, Kim Greaves, Anna White OTHERS PRESENT: Assistant Town Manager Troy Meyers, Town Secretary Amy M. Piukana, Attorney Stan Lowery (via zoom), Head of School Dr. Sean Wilson, Director of Human Resources Sandy Garza, Director of Information Services Jason Power, Fire Chief Richard Whitten, Deputy Fire Chief John Ard, and Director of Communications Jon Sasser CALL TO ORDER - WORK SESSION (4:00 P.M.) 1. Discussion regarding a proposed Cell Tower structure to be located at the Westlake Fire Station site Assistant Town Manager Troy Meyer briefed Town Council regarding this item. Mr. Meyer explained Vertical Bridge is the contractor who will design the tower, noting the Fire Station was chosen due to its geographic location. Mr. Meyer reviewed the lease agreement, noting the site would need to be rezoned and reviewed by the Planning and Zoning Commission prior to Town Council action. The Town Council discussed issues with poor cell service along Fidelity, Dove Road, Vaquero, Quail Hollow areas, the half mile topography radius identified on the map, purpose of location, proposed tower height (100-150ft), need for resident feedback, fifty year commercial lease agreement with holdover provision, 7.5% scaling every five years, tower appearance, future tower needs, advisor, resident providers, subleasing terms, and security concerns with maintenance. After discussion, Mr. Meyer explained the Town will hold a Town Hall meeting with residents to seek community feedback within the next couple of months and bring forward results to the Town Council. CALL TO ORDER - REGULAR MEETING (4:30 P.M.) Mayor Kilbride called the regular meeting to order at 4:30 p.m. CONSENT ITEM(S): 2. Consider approving Resolution No. 22-74 amending the authorized signers on the Town of Westlake Depository Accounts with First Financial Bank and TexPool; and take appropriate action 3. Consider approving Resolution 22-75 amending the authorized signers on the Town of Westlake Trust Account with First Financial Bank; and take TC/BOT Agenda — 12/19/2022 Page 1 of 5 appropriate action 4. Consider approving Resolution 22-76 amending the authorized signers on the Town of Westlake's PNC account; and take appropriate action S. Consider approving Resolution 22-77 authorizing the Head of School to authorize appropriated funds up to $50,000 as it relates to the Fiscal Year 2023; and take appropriate action Mayor Kilbride asked for clarification regarding Agenda Item No. 5, asking if this is approving aggregate, one time, or if it's per line item. Mr. Meyer replied stating it's per line item and must be within the approved budget. Motion by Council Member Greaves to approve Consent Item(s) 1 through 5, as presented. Motion seconded by Council Member White. Motion approved unanimously. AGENDA ITEM(s) 6. Consider approving Resolution 22-78 authorizing the Mayor to execute an agreement for replacement of HVAC roof top units for the Westlake Academy; and take appropriate action Assistant Town Manager Troy Meyer briefed Council regarding this item. Mr. Meyer noted three bids were received and staff recommends LSI be utilized for installation of the new units. Mr. Meyer recommended amending Resolution 22-78 with the stipulation to purchase at least four (4) HVAC units for Westlake Academy in an amount not to exceed $25O,OOO.'s Council discussed bid posting procedures, other services LSI provides for the town, number of HVAC's on Westlake Academy buildings, unit tonnage, number of units needing replacement, age and lifespan of current units, cost per unit, and the option to negotiate the fifth unit replacement. Head of School Dr. Sean Wilson spoke noting replacement is necessary, in his opinion. After discussion, a motion was made by Mayor Pro Tern Quint to approve Resolution No. 22-78, with the stipulation to replace all units necessary, in an amount not to exceed $250,000. Motion seconded by Council Member Greaves. Motion approved unanimously. Mayor Ki/bride skinned to Agenda Item 8. 7. Consider approving Resolution 22-79 authorizing the Mayor to execute an agreement authorizing the purchase of modular classrooms for the Westlake Academy; and take appropriate action Assistant Town Manager Troy Meyer briefed Town Council regarding this item. The Town Council discussed age of current portables (built in 1999), classroom size, cost summary for modular buildings, upgrades with Ramtech, difference of products between TC/BOT Agenda — 12/19/2022 Page 2 of 5 the two, lifespan of a used modular building, fire suppression, urgency of purchasing portables, and a safety review. Council Member Dasgupta expressed concerns with moving forward with portables at this time. She suggested staff work with the Westlake Academy Foundation to identify ways to raise funds or consider discussing a bond. Council Member White explained the current portables are outdated, both Dr. Wilson and Council feel old portables need to go (bathrooms outdated), and the Town Council/Board of Trustees to needs to invest in Westlake Academy. She stated these modular buildings just buy more time for Council to identify a more permanent building solution. Council Member Greaves expressed concerns with replacing old portables with newer portables, recommending tabling to allow more time to review and identify safety issues and financial needs. Mayor Pro Tern Quint suggested having a master plan to identify financial needs and calculate our capacity for debt issuance. Head of School Dr. Sean Wilson stated he supports a master plan with phasing, noting he has challenges with portables (teachers and students dislike), expressed concerns with limited spacing with gym and IB Art space, and recommended not delaying. Council Member Shiner suggested tabling to allow more time to discuss a permanent structure and identify a financial plan to move forward. Mayor Kilbride expressed concerns with the current lack of safety and noting it's a risk. He stated we are 4 to 5 years away from a permanent building at this site and suggested supporting the portables now to invest in school infrastructure. After discussion, Mayor Kilbride announced the Town Council would recess for a 10- minute break at 5:27 p.m. Mayor Kilbride reconvened at 5:38 p.m. Mayor Kilbride asked each Council Member to provide their feedback. Council Member Dasgupta suggested taking the next three (3) months to identify a financial path and best options. Council Member Greaves suggested tabling for a couple of weeks to identify finances and safety needs. He stated he would like to speak with Dr. Wilson, residents, and the Foundation prior to making a final decision. Mayor Pro Tern Quint suggested meeting in January to discuss debt capacity, seek long term products, and weigh all options for a path to move us forward. Council Member Shiner stated he would like to meet in January noting he supports safety and suggested identifying a corporate sponsor to donate and assist. TC/BOT Agenda — 12/19/2022 Page 3 of 5 Council Member White stated safety is her main priority and would like to meet January 9th to discuss further, and identify a plan with more data. Mayor Kilbride noted this item will be tabled to early January. Mr. Meyer clarified that staff would look at bond capacity from a long term perspective, and seek parent feedback, (Council Member White suggested a resident survey), identify cash on hand availability, review the Brody product (including numbers) or similar product including portable products in one place. 8. Consider adopting Ordinance 958 approving amendments to Chapter 98- Vegetation, Division 2-Preservation, Town of Westlake Code of Ordinances; and take appropriate action (Continued from December 5, 2022 Town Council/Board of Trustee meeting) Mayor Kilbride suggested rewriting the tree ordinance to include recommended amendments. Development Director Ron Ruthven agreed noting he is working on a Unified Development Code update. Mr. Ruthven stated he struck out provision 2, (trees identified on an approved landscape plan), stating he recommends adding additional language to item 5, "'upon the issuance of a building permit for a new single-family residents." Mayor Pro Tern Quint clarified that this is for undeveloped single family residential property which allows them to submit a permit and seek an exemption for the tree mitigation policy. He noted once the single-family home is built, it becomes exempt as the home is established. Mr. Ruthven confirmed. The Town Council discussed tree mitigation for established housing, policy purpose, and the need for language to avoid any loopholes. After discussion, a motion was made by Council Member White to adopt Ordinance 958. Motion seconded by Council Member Shiner. Motion approved unanimously. Mayor Kilbride skinned to Agenda Item 7. CLOSED EXECUTIVE SESSION (5:30 P.M.) 9. Call to order and announce closed session item(s). Deliberate into closed session at 5:48 p.m. 10. The Town Council will conduct a closed session pursuant to Texas Government Code, annotated, Chapter 551, Subchapter D for the following: a. Section 551.089: Deliberation Regarding Security Devices, or Security Audits - Westlake Academy Security Audit b. Section 551.071(2): Consultation with Attorney — to seek advice of counsel on matters in which the duty of the Town Attorney under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with Chapter 551 of the Texas Government Code: - Westlake Public Art TC/BOT Agenda — 12/19/2022 Page 4 of 5 c. Section 551.074(a)(1): Deliberation Regarding Personnel Matters — to deliberate the appointment, employment, evaluation, reassignment, duties, of a public officer or employee: - Town Manager 11. TAKE ANY ACTION, IF NEEDED, FROM EXECUTIVE SESSION ITEM(S). No action. 12.ADJOURNMENT — Mayor Kilbride adjourned the at 8:38 p.m. Sean Kilbride, Mayor Attested by: Amy M. Piukana, Town Secretary TC/BOT Agenda — 12/19/2022 Page 5 of 5 Town of Westlake Town Council/Board of Trustees T O E T 0 W 0 O F WESTLAKE DISTINCTIVE BY DESIGN Monday, January 23, 2023 Meeting Minutes 2:30 PM AMENDED AGENDA Special Called Meeting �j WE KE A C A D E M Y Council Chamber Present: Mayor Sean Kilbride, Mayor Pro Tern David Quint, Council Member Chandrika Dasgupta, Council Member Kim Greaves, Council Member Tim Shiner, and Council Member Anna White Staff: Assistant Town Manager Troy Meyer, Town Secretary Amy M. Piukana; Director of Information Services Jason Power, Westlake Accounting Manager Marlene Rutledge A. CALL TO ORDER (2:30 P.M.) Mayor Kilbride called the meeting to order at 2.30 p.m. B. PLEDGE OF ALLEGIANCE The Pledge of Allegiance and Pledge to the Texas Flag was led by Mayor Kilbride. C. AGENDA ITEM(S) C.1. WARES Consider approving Resolution 23-01 approving the Fiscal Year 23-01 2021-2022 Annual Audit Report from BrooksWatson & Co., PLLC; and take appropriate action Mr. Louis Breedlove with Brooks & Watson & Co., PLLC Certified Public Accountant provided a presentation regarding the Westlake Academy Audit Report. The Town Council discussed audit delay (Mr. Breedlove noted personnel changes caused delays), future expectations, backlog of journal entries, plan of action to catch up, draft version vs. final version or audit report, process and audit requirements required by the Texas Education Agency (coding, reporting, disclosures are reviewed), highlights of audit report, audit questionnaires from Board of Trustees and Management Team (Municipal and School), discussed nature of material misstatements and uncorrected (reclassifications), corrections for receivable year end (timing issue of revenue, needing to be marked as deferred revenue at the fund level), issue with reconciling bank statements, missed controls with accrual entries (Auditor stated had timing issues with bank reconciliation, manpower issues), internal control review of compliance testing and Page 1 of 3 Town Council/Board of Trustees Meeting Minutes January 23, 2023 investment practices (where cash held, sufficient use, diversity, etc), collateralized funds, compliance with the Public Funds Investment Act (PFIA), quarterly investment reports, comingle of funds with Academy and Town (Auditor notes the funds can be shared), budget amendment due to former employee (Dr. Bryson) departure and overlap coverage, General Fund amount (internal policy is 45 days savings but recommend 60 days), breakdown of variances amended throughout the year (Board approved vs. variances reported), and audit checks and balances. Mr. Meyer noted extra auditor forms are available this evening for anyone needing to complete. After discussion, a motion was made by Mayor Pro Tern Quint to approve WA Resolution 23-01, as presented. Motion seconded by Council Member White. Motion approved unanimously. C.2. RES 23-02 Consider approving Resolution 23-02 entering into agreement between the Town of Westlake and Government Capital Securities for financial consulting services; and take appropriate action Mayor Kilbride noted Agenda Items C.2 and C.3 would be presented together. Mr. Ted Christiansen president of Government Strategies Financial briefed Town Council regarding this item. He introduced Mr. Rodolfo Segura Jr. (Legal Counsel) with McCall, Parkhurst & Horton. Mayor Kilbride noted this firm served as bond counsel for 18 years. Superintendent (?) The Town Council discussed bond proceeds, Mr. Christiansen's residency (resides in Westlake), mechanics to issue debt, advisory services provided for Town debt capacity and bonds, debt load, contingency, contract, renewal and termination, company background and other cities they serve. After discussion, a motion was made by Mayor Pro Tern Quint to approve Resolution 2023-02, as presented. Motion seconded by Council Member Greaves. Motion approved unanimously. C.3. RES 23-03 Consider approving Resolution 23-03 approving a contingency fee contract for legal services with McCall Parkhurst & Horton L.L.P and other related matters; and take appropriate action This item was discussed in combination with Agenda Item C.2. Mr. Rodolfo Segura Jr. with McCall Parkhurst & Horton introduced himself and provided background information on his services. After discussion, a motion was made by Mayor Pro Tern Quint to approve Resolution 2023-03, as presented. Motion seconded by Council Member Greaves. Motion approved unanimously. Page 2 of 3 Town Council/Board of Trustees Meeting Minutes January 23, 2023 CLOSED EXECUTIVE SESSION (3:00 P.M.) D.1. 23-15 The Town Council will conduct a closed session pursuant to Texax Government Code, annotated, Chapter 551, Section 551.074(a)(1): Deliberation regarding Personnel Matters to deliberate the appointment, employment, evaluation, reassignment, duties of a public officer or employee: (Town Manager) E. TAKE ANY ACTION, IF NEEDED, FROM EXECUTIVE SESSION ITEMS No action was taken. F. ADJOURNMENT Mayor Kilbride adjourned the meeting at 8.58 p.m. Signed by: Sean C. Kilbride, Mayor Attested by: Amy M. Piukana, Town Secretary Page 3 of 3 „..I i N E 4 T O W N O F WESTLAKE OI STI N Ci IV NV Off I f'N File #: RES 23-01 Town of Westlake Staff Report Agenda Date: 2/15/2023 TOWN STAFF REPORT RECCOMENDATIONS 1500 Solana Blvd Building 7, Suite 7100 Westlake, TX 76262 Agenda #: G.2. Consider approving Resolution 23-01 appointing Martha Solis as Municipal Court Administrator for the Town of Westlake; and take appropriate action STAFF: Troy J. Meyer, Assistant Town Manager BACKGROUND: With the recent retirement of Municipal Court Administrator Jeannie Roumell, a vacancy has occurred. Ms. Solis has been trained as Deputy Court Administrator under the succession plan, to move into this role. Ms. Solis has worked for the Town of Westlake for 17 years. She is a Certified Municipal Court Clerk by the State of Texas. DISCUSSION: The proposed resolution appoints Martha Solis as the Municipal Court Administrator for the Town of Westlake. FISCAL IMPACT: N/A STAFF RECOMMENDATION: Staff recommends approval of Resolution 23-01, as presented. TOWN COUNCIL ACTION/OPTIONS: 1) Motion to approve Resolution 23-01, as presented. 2) Motion to amend Resolution 23-01, with the following stipulations (please state stipulations in motion) 3) Motion to table 4) Motion to deny Town of Westlake Page 1 of 1 Printed on 2/23/2023 7c,,wo lod ly I a>pIsIrar nvl TOWN OF WESTLAKE RESOLUTION 23-01 A RESOLUTION BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS, APPOINTING MARTHA SOLIS AS COURT ADMINISTRATOR. WHEREAS, with the retirement of the current Municipal Court Administrator, a vacancy as occurred; and WHEREAS, the Town Council desires to appoint a Municipal Court Administrator for the Town of Westlake. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS: SECTION 1: Martha Solis is hereby appointed as the Municipal Court Administrator for the Town of Westlake, Texas, effective December 5, 2023, and shall serve as an employee at the will of the Town Manager. SECTION 2: That this resolution shall become effective from and after its date of passage. PASSED AND APPROVED ON THIS 15th DAY OF FEBRUARY 2023. ATTEST: Sean Kilbride, Mayor Amy M. Piukana, Town Secretary Troy Meyer, Assistant Town Manager APPROVED AS TO FORM: Resolution 22-31 Page 1 of 1 1500 Solana Blvd Town of Westlake Building 7, Suite 7100 4 Westlake, TX 76262 N E� T° W N ry o F Staff Report WESTLAKE °I Si I N Ci IV NV °[SI f'N File #: ORD-960 Agenda Date: 2/15/2023 Agenda #: G.3. TOWN STAFF REPORT RECCOMENDATIONS Consider adopting Ordinance 960 calling and ordering the General Election for May 6, 2023 for the purpose of electing three (3) Town Council Members/Board of Trustees in accordance with the provisions of Section 23.023, Texas Local Government Code; and take appropriate action STAFF: Amy M. Piukana, Town Secretary BACKGROUND: Consider adopting Ordinance No. 960 calling and ordering a General Election for the purpose of electing three (3) Council Members to be held on May 6, 2023, in accordance with the provisions of Section 23.023, Texas Local Government Code. DISCUSSION: With three (3) Councilmembers having expiring terms in May 2023, it is necessary to order a General Election to fill upcoming vacancies. Current seats with terms expiring in May are held by Council Member Dasgupta, Council Member White, and Council Member Shiner. The proposed ordinance authorizes the Town of Westlake to order and call the election and authorizes the Town to enter into an agreement with Tarrant County Elections Administrator to conduct the election. The Town of Westlake is located in dual counties (Tarrant/Denton County). However; Tarrant County has agreed to handle the Denton County portion of voters (two registered voters), without requiring a separate contract. This saves the Town money by not having to contract with both counties. FISCAL IMPACT: Budgeted $14,000 STAFF RECOMMENDATION: Staff recommends approval of Ordinance No. 960, as presented. TOWN COUNCIL ACTION/OPTIONS: 1) Motion to adopt Ordinance 960, as presented. 2) Motion to amend Ordinance 960, with the following stipulations (please state stipulations in motion) 3) Motion to table 4) Motion to deny Town of Westlake Page 1 of 2 Printed on 2/23/2023 7c,,wo lod ly I a>pIsIrar nvl File M ORD-960 Agenda Date: 2/15/2023 Agenda M G.3. Town of Westlake Page 2 of 2 Printed on 2/23/2023 7cmo lod ly I a>gls= rar nil TOWN OF WESTLAKE ORDINANCE NO. 960 AN ORDINANCE OF THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS, CALLING AND ORDERING AN ELECTION FOR THE PURPOSE OF ELECTING THREE (3) COUNCIL MEMBERS TO BE HELD ON MAY 6, 2023, IN ACCORDANCE WITH THE PROVISIONS OF SECTION 23.023, TEXAS LOCAL GOVERNMENT CODE; ESTABLISHING PROCEDURES FOR THE ELECTION; AND MAKING PROVISIONS TO CONDUCT A JOINT ELECTION; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, the general election for the Town of Westlake as set forth by the Texas Election Code, is required to be held on May 6, 2023, for the purpose of electing three (3) Council Members for two (2) year terms; and WHEREAS, in accordance with Section 271.002 of the Texas Election Code, the Town of Westlake election will contract with the elections administrator of Tarrant County to conduct all aspects of the Election including both political subdivisions in Tarrant and Denton counties. NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS, THAT: SECTION 1: Election Order for General Election. That an election is hereby ordered to be held on the 61h day of May 2023, the first Saturday of that month, for the purpose of electing three (3) Council Members for two (2) year terms, in accordance with Section 23.023 of the Texas Local Government Code. SECTION 2: Polling Place. The polling places and the county elections precincts whose qualified voters shall cast ballots at such location as determined per the Joint Election Agreement and Contract for Elections Services with the Tarrant County Election Administrators.: The polls shall be open from 7:00 a.m. to 7:00 p.m. on May 6, 2023, in accordance with and pursuant to the requirements of the Texas Election Code (the "Code"). SECTION 3: Filing Dates. In accordance with Section 143.007 of the Code, eligible persons wishing to become candidates must file an application with the Town Secretary of the Town of Westlake, Texas, beginning on January 17, 2023, through the February 18, 2023 until 5:00 p.m. Each application shall be on a form meeting the requirements of the Code. SECTION 4: Combined Ballots. Combined ballots may be utilized containing all of the offices and propositions to be voted on at each polling place, provided that no voter shall be given a ballot or permitted to vote for any office or proposition on which the voter is ineligible to vote. The County's voting equipment will be utilized for this election. Ordinance 960 Page 1 of 4 SECTION 5: Early Voting. Early Voting by personal appearance shall be conducted at the County's Main Early Voting location; Residents liviLg in Tarrant and Denton County Tarrant County Elections Center 2700 Premier Street Fort Worth, Texas 76111 Branch offices for early voting by personal appearance shall be established as outlined in the Election Agreement and Contract for Election Services with Tarrant and Denton County. The Early Voting locations/dates/times will be set as per the agreement/contract with Tarrant County Elections. Tarrant County Elections Administrator is hereby appointed as the Early Voting Clerk and can appoint the necessary deputy clerks as required for early voting. In accordance with Section 85.001 of the Texas Election Code, early voting by personal appearance tentative schedule is set forth below: Tarrant County Early Voting April 24-28 (Monday -Friday) 8:00 a.m. - 5:00 p.m. April 29 (Saturday) 7:00 a.m. - 7:00 p.m. (extended hours) April 30 (Sunday) 10:00 a.m. - 4:00 p.m. May 1-2 (Monday — Tuesday) 7:00 a.m. - 7:00 p.m. Applications for ballots by mail must be received no later than the close of business on April 25, 2023. SECTION 6: Notice. Notice of said elections shall be given as required by the Texas Election Code. Ordinance 960 Page 2 of 4 SECTION 7: Election Officials. The election judge, alternate election judge, and ballot board will be appointed by the Tarrant County Elections Administrator, as permitted by law. The presiding judge shall appoint elections clerks as may be necessary for the proper conduct of the election. The election judge or the alternate election judge in the absence of the election judge, and the election clerks shall constitute the early voting ballot board. The election judge, and alternate election judge, and election clerks shall be qualified voters of the Town. SECTION 8: Election Results. That the candidates for Council who receive the highest number of votes shall be elected to two (2) year terms; The Mayor shall deliver a certificate of election to the successful candidates. In the event of a tie, the tied candidates shall cast lots to determine which one shall be declared elected; and SECTION 9: Governing Law. The election shall be held in accordance with the Constitution of the State of Texas and the Texas Election Code, and all resident qualified voters of the Town shall be eligible to vote at the election. SECTION 10: Submission to the United States Justice Department. The Town Secretary of the Town of Westlake, Texas, or the Town Attorney, is authorized to make such submissions as are necessary to the United States Justice Department to seek pre -clearance as required by law. SECTION 11: Necessary Actions. The Mayor and the Town Secretary, in consultation with the Town Attorney, are authorized and directed to take all actions necessary to comply with the provisions of the Texas Election Code, and the Town Code in carrying out and conducting the election, whether or not expressly authorized by this Order. SECTION 12: Severability Clause. It is hereby declared to be the intention of the Town Council that the sections, paragraphs, sentences, clauses and phrases of this order are severable and if any phrase, clause, sentence, paragraph, or section shall be declared invalid or unconstitutional by the valid judgment or decree of any court of competent jurisdiction, such invalidity or unconstitutionality shall not affect any of the remaining phrases, clauses, sentences, paragraphs and sections of this order, since the same would have been enacted by the Town Council without the incorporation in this order of any such invalid or unconstitutional phrase, clause, sentence, paragraph or section. Ordinance 960 Page 3 of 4 SECTION 13: Effective Date. This order shall be effective upon its adoption. PASSED AND APPROVED BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS, ON THIS 15th DAY OF FEBRUARY 2023. ATTEST: Amy M. Piukana, Town Secretary APPROVED AS TO FORM: L. Stanton Lowry, Town Attorney Sean C. Kilbride, Mayor Ordinance 960 Page 4 of 4 CIUDAD DE WESTLAKE ORDENANZA NO. 960 UNA ORDENANZA DEL CONCEJO MUNICIPAL DE LA CIUDAD DE WESTLAKE, TEXAS, CONVOCANDO Y ORDENANDO UNA ELECCION CON EL PROPOSITO DE ELEGIR A TRES (3) MIEMBROS DEL CONCEJO A CELEBRARSE EL 6 DE MAYO DE 2023, DE CONFORMIDAD CON LAS DISPOSICIONES DE LA SECCION 23.023, CODIGO DE GOBIERNO LOCAL DE TEXAS; ESTABLECIENDO PROCEDIMIENTOS PARA LA ELECCION; Y TOMANDO DISPOSICIONES PARA LLEVAR A CABO UNA ELECCION CONJUNTA; Y DISPONIENDO UNA FECHA DE VIGENCIA. CONSIDERANDO QUE, la elecci6n general para la Ciudad de Westlake segun to establecido por el C6digo Electoral de Texas, debe celebrarse el 6 de mayo de 2023, con el fin de elegir a tres (3) Miembros del Concejo para periodos de dos (2) anos; y CONSIDERANDO QUE, de acuerdo con la Secci6n 271.002 del C6digo Electoral de Texas, la elecci6n de la Ciudad de Westlake contratara al Administrador de Elecciones del Condado de Tarrant para Ilevar acabo todos los aspectos de la Elecci6n conjuntamente con otras subdivisiones politicas en los Condados de Tarrant y Denton. AHORA, POR LO TANTO, EL CONCEJO MUNICIPAL DE LA CIUDAD DE WESTLAKE, TEXAS, ORDENA QUE: SECCION 1: Orden electoral para la Elecci6n General. Por la presente se ordena que se celebre una elecci6n el dia 6 de mayo de 2023, el primer sabado de ese mes, con el fin de elegir a tres (3) Miembros del Concejo por periodos de dos (2) anos, de conformidad con la secci6n 23.023 del C6digo de Gobierno Local de Texas. SECCION 2: Centro de votaci6n. Los lugares de votaci6n y los distritos electorates del Condado cuyos votantes calificados emitiran su voto en dicho Lugar segun to determinado por el Acuerdo Electoral Conjunto y el Contrato de Servicios Electorales con el Administrador Electoral del Condado de Tarrant. Los lugares de votaci6n estaran abiertos de 7:00 a.m. a 7:00 p.m. el 6 de mayo de 2023, conforme a los requisitos del C6digo Electoral de Texas (el "C6digo'). SECCION 3: Fechas de Presentaci6n. De acuerdo con la secci6n 143.007 del C6digo, las personas elegibles que deseen ser candidatos deberan presentar una solicitud ante el Secretario de la Ciudad de Westlake, Texas, a partir del 17 de enero de 2023 hasta el 18 de febrero de 2023, hasta las 5:00 p.m. Cada solicitud debera estar en un formulario que cumpla con los requisitos del C6digo. SECCION 4: Papeletas de votaci6n combinadas. Se pueden utilizar papeletas de votaci6n combinadas que contengan todos los puestos y propuestas sobre los que se va a votar en cada Lugar de votaci6n, siempre que no se de a ningun votante una papeleta ni se le permita votar por ningun puesto o propuesta sobre el que el votante no tenga derecho a votar. Para estas elecciones se utilizara el equipo de votaci6n del Condado. Ordenanza 960 Ngina 1 de 3 SECCION 5: Votaci6n anticipada. La votaci6n anticipada en persona se llevara acabo en el sitio principal de votaci6n anticipada del Condado. Residentes del Condado de Tarrant/de Denton Centro de Elecciones del Condado de Tarrant 2700 Premier Street Fort Worth, Texas 76111 Las sucursales de votaci6n anticipada en persona se estableceran segun se indica en el Acuerdo Electoral Conjunto y el Contrato de Servicios Electorales con los Condados de Tarrant y Denton. Los lugares/fechas/horarios de Votaci6n Anticipada se estableceran segun el acuerdo/contrato de Elecciones del Condado de Denton. El Administrador de Elecciones del Condado de Tarrant es designado por la presente como Secretario de Votaci6n Anticipada y pueden designar a los secretarios adjuntos necesarios segun se requiera para la votaci6n anticipada. De conformidad con la secci6n 85.001 del C6digo Electoral de Texas, a continuaci6n se establece el calendario provisional de la votaci6n anticipada en persona: Votaci6n anticipada del Condado de Tarrant de Denton Del 24 al 28 de abril (de tunes a viernes) 8:00 a.m. - 5:00 p.m. 29 de abril (sabado) 7:00 a.m. - 7:00 p.m. (horario extendido) 30 de abril (domingo) 10:00 a.m. - 4:00 p.m. Del 1 al 2 de mayo (de tunes a martes) 7:00 a.m. - 7:00 p.m. Las solicitudes de votaci6n por correo deberan recibirse antes del cierre de las oficinas el 25 de abril de 2023. SECCION 6: Aviso. El aviso de dichas elecciones se dara como to requiere el C6digo Electoral de Texas. SECCION 7: Funcionarios electorales. El juez electoral, el juez electoral suplente y la junta electoral seran nombrados por el Administrador de Elecciones del Condado de Tarrant, segun to permita la ley. El juez electoral designara a los secretarios electorates que Sean necesarios para el correcto desarrollo de la elecci6n. El juez electoral o el juez electoral suplente en ausencia del juez electoral, y los secretarios electorates constituiran la junta de votaci6n anticipada. El juez electoral, el juez electoral suplente y los secretarios electorates deben ser votantes calificados de la ciudad. SECCION 8: Resultados de las elecciones. Que los candidatos al Concejo que reciban el mayor numero de votos sean elegidos para mandatos de dos (2) anos; El Alcalde entregara un certificado de elecci6n a los candidatos elegidos. En caso de empate, se procedera a un sorteo para determinar cual de ellos sera declarado electo; y SECCION 9: Ley vigente. La elecci6n se llevara acabo de acuerdo a la Constituci6n del Estado de Texas y al C6digo Electoral de Texas, y todos los votantes calificados residentes de la Ordenanza 960 Ngina 2 de 3 Ciudad tendran derecho a votar en la elecci6n. SECCION 10: Comunicaciones por escrito al Departamento de Justicia de los Estados Unidos. El Secretario de la Ciudad de Westlake, Texas, o el Abogado de la Ciudad, esta autorizado a preparar las comunicaciones por escrito que Sean necesarias para el Departamento de Justicia de los Estados Unidos, con la finalidad de buscar la autorizaci6n previa requerida por la ley. SECCION 11: Acciones necesarias. El Alcalde y el Secretario de la Ciudad, en consulta con el Abogado de la Ciudad, estan autorizados y pueden tomar todas las acciones necesarias para cumplir con las disposiciones del C6digo Electoral de Texas, y el C6digo de la Ciudad en el desempeno y la realizaci6n de la elecci6n, est6 o no expresamente autorizado por esta Orden. SECCION 12: Clausula de Divisibilidad. Por la presente se declara la intenci6n del Ayuntamiento de que las secciones, parrafos, oraciones, ctausulas y frases de esta ordenanza sean divisibles y si cualquier frase, clausula, oraci6n, parrafo o secci6n fuera declarada invalida o inconstitucional por sentencia o decreto valido de cualquier tribunal de jurisdicci6n competente, dicha invalidez o inconstitucionalidad no afectara a ninguna de las restantes frases, ctausulas, oraciones, parrafos y secciones de esta ordenanza, ya que las mismas habrian sido promulgadas por el Ayuntamiento sin la incorporaci6n en esta ordenanza de dicha frase, clausula, oraci6n, parrafo o secci6n invalidos o inconstitucionales. SECCION 13: Fecha de entrada en vigencia. La presente orden entrara en vigencia en el momento de su adopci6n. DEBIDAMENTE APROBADA POR EL CONCEJO MUNICIPAL DE LA CIUDAD DE WESTLAKE, TEXAS, ESTE DIA 15 DE FEBRUARY DE 2023. Sean C. Kilbride, Alcalde DOY FE: Amy M. Piukana, Secretaria de la Ciudad APROBADO EN CUANTO A LA FORMA: L. Stanton Lowry, Town Attorney (Abogado de la Ciudad) Ordenanza 960 Ngina 3 de 3 THI TRAN WESTLAKE SAC LENH SO. 960 SAC LENH CUA HOI DONG THI TRAN WESTLAKE, TEXAS VE VIEC VA BAN HANH LENH BAU Cif VOI MUC DICH BAU RA BA (3) THANH VIEN HOI DONG SE DI OC TO CHffC VAO NGAY 6 THANG 5 NAM 2023, THEO CAC QUY DINH CUA MUC 23.023, BO LUAT CHINH QUYEN DIA PHUONG TEXAS; XAY DUNG THU TUC BAU Cif; VA QUY DINH TIEN HANH BAU Cif CHUNG; VA CUNG CAP NGAY CO HIEU LUC. XET RANG, cu6c tong tuyen cd cho Thi Tran Westlake theo quy dinh cua B6 Ludt Bau Cd Texas, yeu cau phai dugc to chdc vao ngay 6 thang 5 nam 2023, nham muc dich bau chon ba (3) Thanh Vien H6i Dong cho nhiem ky hai (2) nam; va XET RANG, theo Muc 271.002 cua B6 Ludt Bau Cd Texas, cof quan bau cd Thi Tran Westlake se ky hgp dong vdi quan tri vien bau cd Quan Tarrant va quan tri vien bau cd Quan Denton de tien hanh tat cd cac n6i dung cua Cu6c Bau Cd chung vdi cac phan khu chinh tri khac d quan Tarrant va Denton. THEO DO, BAY GIO, HOI DONG THI TRAN CUA THI TRAN WESTLAKE, TEXAS RA QUYET DINH: PHAN 1: Lenh Bau C& cho Tong Tuyen Cir. Theo day, to chdc m6t cu6c bau cd vao ngay 6 thang 5 nam 2023, ngay thin Bay dau tien cua thang d6, vdi muc dich bau ba (3) Thanh Vien H6i Dong cho nhiem ky hai (2) nam, theo Muc 23.023 cua B6 Ludt Chinh Quyen Dia Phuofng Texas. PHAN 2: Dia Diem B6 Phieu. Cac dia diem b6 phieu va khu vuc bau cd cua quartnofi cac cd tri du dieu kien se b6 phieu dugc xac dinh theo Th6a Thunn Bau Cd Chung va Hgp Dong Dich Vu Bau Cd vdi Quan Tri Vien Bau Cd Quan Tarrant va Denton.: Cac ph6ng phieu se bat dau and cda dr 7:00 sang den 7:00 t6i vao ngay 6 thang 5 nam 2023, tuan theo cac yeu cau cua B6 Ludt Bau Cd Texas ("B6 Ludt"). PHAN 3: Ngay N6p H6 S(Y. Theo Muc 143.007 cua B6 Ludt, nhixng ngu&i du dieu kien muon trd thanh dng cd vien phai n6p dofn dang ky vdi Thu Ky cua Thi Tran Westlake, Texas, bat dau dr ngay 17 thang 1 nam 2023, den 5 gi& chieu ngay 18 thang 2 nam 2023. Moi dofn dang ky phai n6p dudi m6t hinh thdc dap dng cac yeu cau cua B6 Ludt. PHAN 4: La Phieu Mt Hop. Cac la phieu ket hgp c6 the dugc sir dung bao g6m tat cd cac chdc vu va vi tri de xuat se dugc bau tai moi dia diem b6 phieu, vdi dieu kien la kh6ng c6 cd tri nao dugc phat la phieu hoac dugc ph6p b6 phieu cho bat ky chdc vu hoac vi tri nao ma cd tri d6 kh6ng du dieu kien de b6 phieu. Thiet bi b6 phieu cua Quan se dugc sir dung cho cu6c bau cd nay. Sac 1enh 960 Trang 1/3 PHAN 5: B6 Phieu So'm. Cong tac b6 phieu sdm tnxc tiep se duoc tien hanh tai dia diem B6 Phieu Sdm Chinh cua Quan; Or ddn son tai Oudn Tarrant/ Oudn Denton Trung Tam Bau Cu Quan Tarrant 2700 Premier Street Fort Worth, Texas 76111 Cac van ph6ng chi nhanh de den b6 phieu sdm trLrc tiep se duoc thanh lap nhu dd neu trong Th6a Thuan Bau Cu va Hop D6ng Dich Vu Bau Cu vdi Quan Tarrant va Denton. Cac dia diem/ngay/gi& B6 Phieu Sdm se duoc an dinh theo th6a thuan/hop dong vdi Ban Bau Cu Quan Denton. Quan Tri Vien Bau Cu Quan Tarrant va Quan Tri Vien Bau Cu Quan Denton theo day duoc bo nhiem lam Thu Ky B6 Phieu Sdm va c6 the chi dinh cac tro thu ky can thiet theo yeu cau cho viec b6 phieu sdm. Theo Muc 85.001 cua Bo Ludt Bau Cu Texas, Lich trinh du kien b6 phieu sdm trtxc tiep duoc trinh bay dudi day: B6 Phieu Sdm Oudn Tarrant/Oudn Denton Ngay 24-28 thang 4 (Thu Hai -Thin Sau) 8:00 sang - 5:00 chieu Ngay 29 thang 4 (Thu Bay) 7:00 sang - 7:00 toi (gi& k6o dai) Ngay 30 thang 4 (Chu Nhat) 10:00 trua - 4:00 chieu Ngay 1-2 thang 5 (Thu Hai — Thd Ba) 7:00 sang - 7:00 toi Don xin b6 phieu qua du&ng buu dien phai duoc nhan truck khi ket thuc gi& lam viec ngay 25 thang 4 ndm 2023. PHAN 6: Th6ng Bao. Th6ng bao ve cac cu6c bau cu n6i tren se duoc dua ra theo yeu cau cua Bo Ludt Bau Cu Texas. PHAN 7: Nhan Sty Bau Cir. Chu toa bau cu va chu toa bau cu du khuyet va h6i dong b6 phieu se duoc b6 nhiem bdi Quan Tri Vien Bau Cu Quan Tarrant va Denton, theo su cho ph6p cua phap luat. Chu toa bau cu se b6 nhiem cac thu ky bau cu khi can thiet de tien hanh bau cu hop le. Chu toa bau cu va chu toa bau cu du khuyet trong tru6ng hop kh6ng c6 chu toa bau cu, va cac thu ky bau cu se tao thanh h6i dong b6 phieu sdm. Chu toa bau cu va chu toa bau cu du khuyet va cac thu ky bau cu se la nhixng cu tri du dieu kien cua Thi Tran. MUC 8 : Ket Qua Bau Cir. Cac ung cu vien cho H6i Dong nhan duoc so phieu bau cao nhat se duoc bau vao nhiem ky hai (2) nam; Thi trudng se trao giay chung nhan bau cu cho cac ung cu vien trung cu. Trong tru&ng hop c6 ket qua h6a, cac img cu vien hoa nhau se bbc thdm de xac Binh ai se duoc tuyen b6 trung cu; va PHAN 9: Luat Ap Dung. Cu6c bau cu se duoc to chuc theo Hien Phap cua Tieu Bang Texas va B6 Ludt Bau Cu Texas, va tat ca cac cu tri cu tru du dieu kien cua Thi Tran se du dieu kien b6 phieu tai cu6c bau cu. Sac Ienh 960 Trang 2/3 PHAN 10: Be Trinh *n Bo Ttr Phap Hoa Ky. Thu Ky Thi Tran cua Thi Tran Westlake, Texas, hodc Ludt Su Thi Tran, dugc uy quyen de trinh nhixng not dung can thiet len Bo Tu Phap Hoa Ky de xin phep tnxdc theo yeu cau cua phdp Ludt. PHAN 11: Hanh Bong Can Thiet. Thi Tru&ng va Thu Ky Thi Tran, sau khi tham khao y kien cua Ludt Su Thi Tran, dugc uy quyen va chi dao thuc hien moi hanh dong can thiet de tudn thu cac quy dinh cua Bo Ludt Bau Cd Texas va Bo Ludt Thi Tran trong viec thuc thi va tien hanh bau cd, du co dugc uy quyen bpi Lenh nay mot cach r6 rang hay kh6ng. PHAN 12: Dieu Khoan ve Tach Roi. Theo day, not dung cua Hoi Dong Thi Tran la cac phan, doan, cau, menh de va cum tir cua Lenh nay co the tach r&i va neu bat ky cum tix menh de cau, doan hodc phan nao se bi tuyen bo la kh6ng hgp le hodc vi hien bpi cof quan co tham quyen hodc phan quyet cua bat ky toa an co tham quyen tai phan nao, thi su v6 hieu hodc vi hien d6 se kh6ng anh hu&ng den bat ky cum tir, menh de, cau, doan va phan nao con lai cua Lenh nay, vi dieu tuofng to se dugc Hoi Dong Thi Tran ban hanh ma kh6ng co su ket hgp trong Lenh nay the to cua bat ky cum tir, menh de, cau, doan hodc phan nao kh6ng hgp le hodc vi hien. PHAN 13: Ngay C6 Hieu Drc. Lenh nay se co hieu luc sau khi dugc th6ng qua. BU0C HOI BONG THI TRAN CUA THI TRAN WESTLAKE, TEXAS, THONG QUA VAA CHP THUAN VAO NGAY 30 THANG 1 NAM 2023. XAC NHAN: Amy M. Piukana, Thu Ky Thi DA PHE DUYET THANH MAU THICH HOP: L. Stanton Lowry, Ludt Su Thi Sean C. Kilbride, Thi trrr6rng Sac Lenh 960 Trang 3/3 1500 Solana Blvd Town of Westlake Building 7, Suite 7100 4 Westlake, TX 76262 N E� T° W N ry o F Staff Report WESTLAKE °I Si I N Ci IV NV °[SI f'N File #: RES 23-05 Agenda Date: 2/15/2023 Agenda #: GA. TOWN STAFF REPORT RECCOMENDATIONS Consider approving Resolution 23-05 accepting grant funding to be used for the architectural planning services for Phase 11 remodeling of the Westlake Academy Gym located at 2600 J.T.Ottinger Road; and take appropriate action STAFF: Troy J. Meyer, Assistant Town Manager BACKGROUND: In December of 2021, the Westlake Academy Athletic Director contacted Town staff to announce the Westlake Academy Athletic Club (WAAC) was working with the Colby family to receive a donation to improve the campus' sports facilities. The use of funds is restricted to the following: architect firm, engineering firm, construction costs and new equipment exclusively for the Gym, Fieldhouse, and two sports facilities improvements. The next step is to create a program committee for the remodeling of the Gym and the Fieldhouse facilities. This would include 3 to 4 meetings with the architect firm, Athletic Director, donor Facilities Director, and one WAAC member to select equipment and products for the remodeling project. Once the programing is completed, a Construction Manager -at -Risk (CMR) proposal will be presented to the Town Council for consideration. The CMR will take the project out to bid to get the final cost of the project. After reviewing all bids and confirmed pricing, the Facility Director will update the donor, WAAC, and Town Council on the total cost of the project. An estimated timeline and completion phases of the project is provided for reference below: Timeline • February 2022 - Present conceptual drawings and first round of price estimates to donor • March - Present conceptual drawings to the Town Council for consideration • April 25, 2022 - Town Council to accept the grant commitment from the Athletic Club (WAAC). • June 21, 2022 - Town staff will recommend approval of the architect, Glen Partners, programing agreement to remodel the WA gym with acceptance of the granted from the WAAC. Phase I • Presented conceptual drawings to the Town Council for consideration • Complete a drainage study on the west side of the campus Town of Westlake Page 1 of 3 Printed on 2/23/2023 7c,,wo lod ly I a>pIsIrar nvl File M RES 23-05 Agenda Date: 2/15/2023 Agenda M GA. • Complete programming of the facilities - 2 to 3 months • Creation of construction drawings - 3 months Phase II • Second round of project estimates - 2 months • Hire Construction Manager -at -Risk (CMR) • Request for bids - 2 month • Receive final contract costs and received 100% of funds from WAAC to begin construction Phase III • Present selected project bid to Town Council for approval • Begin project - estimated completion 2023 DISCUSSION: The entire project (100%) will be funded by the grant from the WAAC. The WAAC will transfer the grant to the Town in order to fund 100% of the costs for each phase. These funds will be placed in a restricted account for these specific athletic improvements, meaning the funds cannot be used for any other purpose. Each phase of the project cannot start until the Town receives full funding to pay for the services. Additionally, a signed bid and agreed -upon contract to begin the project cannot be entered into by the Town until all necessary funds are received by the Town, as this is a public improvement project on Town -owned assets. On July 1, 2022 the WAAC approved a grant for $24,900.00 for architectural planning of improvements to the gymnasium with Glenn Partners ($20,000.00) and the sport field study completed by Bennett Partners ($4,900.00). These restricted grant funds are for planning interior gym improvements including: the student locker rooms and restrooms including furnishings and fixtures, organization for athletic equipment storage in the gym, improved scoreboard and audio/visual equipment, lighting, court use optimization, concessions, and optimized seating for athletes and spectators. The grant will be use for the Phase 2 of the gym remodeling architect services which will include the design development, construction Documentation and bidding. The estimated cost construction is $1,000,000. Glenn Partners fee are at 7.5% - $75,000.00. See Exhibit A WAAC grant Request submit on to the WAAC on January 17, 2023. The WAAC delivered the check to the Town staff on February 7, 2023, check number 00542-07579 for $75,000.00. On September 15th Steele & Freemen presented the second round of cost estimates for the gym remodeling project to the program team. The estimate is $1,011,793.00. The team agreed to move forward with getting Glenn Partners to create the construction document for the formal bid process. The next steps: • January 16' - Steele & Freeman held a pre bid meeting on the Westlake Academy campus for the gym remodeling project will post public bid notices. Town of Westlake Page 2 of 3 Printed on 2/23/2023 7c,,wo lod ly I a>gls= rar nil File #: RES 23-05 Agenda Date: 2/15/2023 Agenda #: GA. • February 9t' - Program team review bids • Receive final project contract costs. • February 15t' - Negotiating a Construction Manager -at -Risk (CMR) agreement • February 27' - Town Council approve GMP • Request grant from WAAC to cover 100% of the construction cost • Town Council accepts grant funds from the WAAC • Begin project - estimated completion August 2023 FISCAL IMPACT: $75,000/Grant Contributions, YTD total of $99,900.00 STAFF RECOMMENDATION: Staff recommends approving Resolution 23-05, accepting grant funding Westlake Academy Athletic Club (WAAC), to be used exclusively for architectural planning services for Phase II remodeling of the Westlake Academy gym facilities. TOWN COUNCIL ACTION/OPTIONS: 1) Motion to approve Resolution 23-05, as presented. 2) Motion to amend Resolution 23-05, with the following stipulations (please state stipulations in motion) 3) Motion to table 4) Motion to deny Town of Westlake Page 3 of 3 Printed on 2/23/2023 7c,,wo lod ly I a>gls= rar nil TOWN OF WESTLAKE RESOLUTION NO. 23-05 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, APPROVING THE ACCEPTANCE OF A GENEROUS GRANT TO BE USED EXCLUSIVELY FOR THE ARCHITECTURAL PLANNING SERVICES OF THE PHASE II REMODELING OF THE GYM FACILITIES LOCATED AT 2600 J.T. OTTINGER ROAD. WHEREAS, the Town of Westlake desires to encourage broad community support and involvement in this project through utilization of private donations, gifts, and other private funding sources to enhance this project, as well as ensure its success via the use of a public/private partnerships; and WHEREAS, the Westlake Athletic Club (WAAC) has secured a donation from a private donor, who desires these funds to then be granted to the Town, for the direct use for the gymnasium remodeling; and WHEREAS, the grant will be use for the Phase 2 of the gym remodeling architect services which will include the design development, construction Documentation and bidding. The estimated cost construction is $1,000,000. Glenn Partners fee are at 7.5% - $75,000.00; 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: 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 3: That, the Town Council of the Town of Westlake, hereby accepts a generous grant of $75,00.00 to the Town from the Westlake Academy Athletic Club (WAAC). The Council acknowledges the desire of this grant to apply these funds to be used exclusively for the remodeling of the Gym Facilities located at 2600 J.T. Ottinger Road. SECTION 4: That this resolution shall become effective from and after its date of passage. Resolution 22-05 Page 1 of 2 PASSED AND APPROVED ON THIS 151h DAY OF FEBURAY 2023. ATTEST: Sean Kilbride, Mayor Amy M. Piukana, Town Secretary Troy J. Meyer Assistant Town Manager APPROVED AS TO FORM: L. Stanton Lowry, Town Attorney Resolution 22-05 Page 2 of 2 Name of Project Chair (limit to one name only): Meyer E-mail Address (required): Tmeyer@Westlake-tx.org Telephone (required): W: 817-829-6974 Is this a team proposal? X Yes (If so, list names below.) ❑ No What level? Municipal and Academic Team Members: Donor, WAAC and Town Staff Title of Grant: Athletic Facility Improvements Date(s) of Grant: Start Date: July 2022 Completion Date: Fall 2023 Total Dollar Amount Requested: $75,000.00 Applicant Signature: Please submit completed application to: WAAC Date: 1/17/2023 1. Briefly describe the purpose, benefits and major objectives of this Grant. Include how many teachers and/or students will benefit. The purpose of the project is to improve the current athletic facilities which include the gym building, fieldhouse and two sports fields. The WAAC and Town are committed to improving the athletic experience for our students and visitors. This project will be done in phases. Phase one would include the following proposed improvements to the gymnasium (7750 SF) first level of the building: • Replacement of bleachers • Look at opportunity for integrated PTO storage • Acoustic improvements • Replacement of light fixtures in Gym with LED fixtures • New score board • Consider options to increase storage room size • Potentially increasing dining area below • Consider additional volleyball standards to allow for 2 courts usage at a time • Alternative solution for concessions 1 • Alternate drinking fountain solution near locker rooms (700 SF): • Remove existing showers and reconfigure restrooms to increase team gathering area ("halftime space") • Update all finishes • Update lighting • Public Restrooms (450 SF): • Update all finishes • Update lighting The gym improvement project is now in Phase 2: Design Development, Construction Documentation, Bidding, Permitting and Construction Administration estimated budget cost is $1,000,000. Glenn Partners fee are at 7.5% - $75,000.00 Grant Application 1, Approved and Paid in Full: A programing committee will be formed that will include the architect firm, athletic director, donor, one representative from the WAAC and the Assistant Town Manager to select equipment and products for the remodeling project. Once the programing is completed the cost estimate will be updated. The cost to hire the architect firm is $20,000.00. Enter into an agreement with Glenn Partners - July 2022 The grant request will also include the cost to complete a sports field study that was completed by Bennett Partners in February 2022 for $4,900.00. See attached invoice and payment. Phase 1: Schematic Design Phase Schematic Design Phase 4-6 weeks (estimate) Phase 2: Design Development, Construction Documentation, Bidding, Permitting and Construction Administration estimated budget cost is $1,000,000. Glenn Partners fee are at 7.5% - $75,000.00 • Design Development Phase 6-8 weeks (estimate) • Construction Documentation Phase 6-8 weeks (estimate) • Bidding and Permit Phase 3-4 weeks (estimate) • Construction Administration Phase 10-12 weeks (estimate) • Project Close Out 4 weeks The Sam and Margaret Lee Fieldhouse improvements along with sports fields will be considered at a later date. Town Council will need to accept each Grant fund from the WAAC and funds must be received by the Town before each phase can begin. Town Council will also review and approve the final plans and scope before going out to bid. 2. Please list your budget details. If this Grant is funded, all invoices and receipts will need to be submitted to WA purchasing staff so the expenses can be charged to the Grant. EXPENSE DESCRIPTION Vender COST/FEE QTY TOTAL Gym improvement design development Glenn Partners $75,000.00 $75,000.00 TOTAL REQUESTED $75,000.00 Will this project be recurring or have ongoing expenses after the grant period ends? X YES ❑NO WAAC Representative /approved by Signature: Date: 2 1500 Solana Blvd Town of Westlake Building 7, Suite 7100 4 Westlake, TX 76262 N E� T° W N ry o F Staff Report WESTLAKE °I Si I N Ci IV NV °[SI f'N File #: RES 23-06 Agenda Date: 2/15/2023 Agenda #: G.5. TOWN STAFF REPORT RECCOMENDATIONS Consider approving Resolution 23-06 authorizing the Town of Westlake to enter into agreement with Glen Partners for architectural services for the Phase 11 remodeling of the Westlake Academy Gym located at 2600 J.T.Ottinger Road; and take appropriate action STAFF: Troy J. Meyer, Assistant Town Manager BACKGROUND: In December of 2021, the Westlake Academy Athletic Director contacted Town staff to announce the Westlake Academy Athletic Club (WAAC) was working with the Colby family to receive a donation to improve the campus' sports facilities. The use of funds is restricted to the following: architect firm, engineering firm, construction costs and new equipment exclusively for the Gym, Fieldhouse, and two sports facilities improvements. The next step is to create a program committee for the remodeling of the Gym and the Fieldhouse facilities. This would include 3 to 4 meetings with the architect firm, Athletic Director, donor Facilities Director, and one WAAC member to select equipment and products for the remodeling project. Once the programing is completed, a Construction Manager -at -Risk (CMR) proposal will be presented to the Town Council for consideration. The CMR will take the project out to bid to get the final cost of the project. After reviewing all bids and confirmed pricing, the Facility Director will update the donor, WAAC, and Town Council on the total cost of the project. A proposed timeline and completion phases of the project has been provided below for reference. Timeline • February 2022 - Present conceptual drawings and first round of price estimates to donor • March - Present conceptual drawings to the Town Council for consideration • April 25, 2022 - Town Council to accept the grant commitment from the Athletic Club (WAAC). • June 21, 2022 - Town staff will recommend approval of the architect, Glen Partners, programing agreement to remodel the WA gym with acceptance of the granted from the WAAC. Phase I • Presented conceptual drawings to the Town Council for consideration • Complete a drainage study on the west side of the campus • Complete programming of the facilities - 2 to 3 months • Creation of construction drawings - 3 months Phase II Town of Westlake Page 1 of 3 Printed on 2/23/2023 7c,,wo lod ly I a>pIsIrar nvl File #: RES 23-06 Agenda Date: 2/15/2023 Agenda #: G.S. • Second round of project estimates - 2 months • Hire Construction Manager -at -Risk (CMR) • Request for bids - 2 month • Receive final contract costs and received 100% of funds from WAAC to begin construction Phase III • Present selected project bid to Town Council for approval • Begin project - estimated completion fall 2023 The entire project (100%) will be funded by the grant from the WAAC. The WAAC will transfer the grant to the Town in order to fund 100% of the costs for each phase. These funds will be placed in a restricted account for these specific athletic improvements, meaning the funds cannot be used for any other purpose. Each phase of the project will not begin until the Town receives full funding to pay for services. Additionally, a signed bid and agreed -upon contract to begin the project cannot be entered into by the Town until all necessary funds are received by the Town, as this is a public improvement project on Town -owned assets. On July 1, 2022 the WAAC approved a grant for $24,900.00 for architectural planning of improvements to the gymnasium with Glenn Partners ($20,000.00) and the sport field study completed by Bennett Partners ($4,900.00). These restricted grant funds are for planning interior gym improvements including: the student locker rooms and restrooms including furnishings and fixtures, organization for athletic equipment storage in the gym, improved scoreboard and audio/visual equipment, lighting, court use optimization, concessions, and optimized seating for athletes and spectators. The grant will be utilized for Phase 2 of the gym remodeling architect services which will include the design development, construction documentation and bidding. The estimated cost of construction is $1,000,000. Glenn Partners fees are at 7.5% - $75,000.00. (See Exhibit A WAAC grant request submitted January 17, 2023.) On September 15th Steele & Freemen presented the second round of cost estimates for the gym remodeling project to the program team. Proposed estimate was $1,011,793.00. The team agreed to move forward with getting Glenn Partners to create the construction document through the formal bid process. The next steps: • January 16' - Steele & Freeman held a pre bid meeting on the Westlake Academy campus for the gym remodeling project will post public bid notices. • February 9t' - Program team review bids • Receive final project contract costs. • February 15t' - Negotiating a Construction Manager -at -Risk (CMR) agreement • February 27' - Town Council approve GPM • Request grant from WAAC to cover 100% of the construction cost • Town Council accepts grant funds from the WAAC • Begin project - estimated completion August 2023 On June 21't the Town Council approved Resolution 22-34 to enter negotiations with Glen Partners for architectural services for Westlake Academy sport facilities improvements. This agreement with Glenn Partner is for Phase 2 of the gym remodeling for architect services which will include the design development, Town of Westlake Page 2 of 3 Printed on 2/23/2023 7c,,wo lod ly I a>gls= rar nil File #: RES 23-06 Agenda Date: 2/15/2023 Agenda #: G.S. construction documentation and bidding. The estimated cost of construction is $1,000,000. Glenn Partners fees are at 7.5% - $75,000.00. See Exhibit A WAAC grant request submitted on January 17, 2023 and the WAAC delivered the check to the Town staff on February 7, 2023, check number 00542-07579 for $75,000.00. FISCAL IMPACT: $75,00/Grant Contributions, YTD total of $99,900.00 STAFF RECOMMENDATION: Staff recommends approving Resolution 23-06, accepting grant funding Westlake Academy Athletic Club (WAAC), to be used exclusively for architectural planning services for Phase II remodeling of the Westlake Academy gym facilities. TOWN COUNCIL ACTION/OPTIONS: 1) Motion to approve Resolution 23-06, as presented. 2) Motion to amend Resolution 23-06, with the following stipulations (please state stipulations in motion) 3) Motion to table 4) Motion to deny Town of Westlake Page 3 of 3 Printed on 2/23/2023 7c,,wo lod ly I a>gls= rar nil TOWN OF WESTLAKE RESOLUTION NO. 23-06 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, APPROVING AN AGREEMENT WITH GLEN PARTNERS FOR ARCHITECTURAL SERVICES OF THE PHASE II REMODELING OF THE GYM FACILITIES LOCATED AT 2600 J.T. OTTINGER ROAD. WHEREAS, the Town of Westlake owns and operates the Westlake Academy and provides facilities for Town and Academy use; and WHEREAS, the Westlake Athletic Club (WAAC) has secured a donation from a private donor, who desires these funds to then be granted to the Town, for the direct use for the this agreement with Glenn Partners for the gymnasium remodeling project; and WHEREAS, the agreement is for the Phase 2 of the gym remodeling architect services which will include the design development, construction Documentation and bidding. The estimated cost construction is $1,000,000. Glenn Partners fee are at 7.5% - $75,000.00; 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: 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 3: That, the Town Council of the Town of Westlake, hereby approves the agreement with Glenn Partners as attached as Exhibit " A " authorize Acting Town Manager to make funding changes not to exceed $25,000 on this project. SECTION 4: That this resolution shall become effective from and after its date of passage. PASSED AND APPROVED ON THIS 151h DAY OF FEBURAY 2023. Resolution 22-06 Page 1 of 2 ATTEST: Amy M. Piukana, Town Secretary APPROVED AS TO FORM: L. Stanton Lowry, Town Attorney Sean Kilbride, Mayor Troy J. Meyer Assistant Town Manager Resolution 22-06 Page 2 of 2 -11 Document B101 - 2017 Standard Form of Agreement Between Owner and Architect AGREEMENT made as of the 01 day of February in the year 2023 (In words, indicate day, month and year.) BETWEEN the Architect's client identified as the Owner: ADDITIONS AND DELETIONS: (Name, legal status, address and other information) The author of this document has added Information needed for its The Town of Westlake I Westlake Academy completion. The author may also 2600 JT Ottinger have revised the text of the original Westlake, Texas 76262 AIA standard form. An AddWons and Deletions Report that notes added information as well as revisions to the and the Architect: standard form text is available from (Name, legal status, address and other information) the author and should be reviewed. A vertical line in the left margin of this G1ennIPartners, PLLC document indicates where the author 5646 Milton Street, Suite 426 has added necessary information Dallas, Texas 75206 and where the author has added to or P: 469.930.7655 deleted from the original AIA text. This document has important legal for the following Project: consequences. Consultation with an (Name, location and detailed description) attorney is encouraged with respect Westlake Academy I Gymnasium Building Improvements to its completion or modification. 2600 JT Ottinger Westlake, Texas 76262 The Owner and Architect agree as follows. Init. AIA Document 13101 — 2017, Copyright @ 1974, 197a, 1987. 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 18:37:49 CT on 02/03/2023 under Order No.2114344329 which expires on 08/2012023, is not for resale, is licensed for one-time use only, and may only be used in 1 accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: CLOUD TEMPLATE 08-21-17 (1667711544) TABLE OF ARTICLES 1 INITIAL INFORMATION 2 ARCHITECT'S RESPONSIBILITIES 3 SCOPE OF ARCHITECT'S BASIC SERVICES 4 SUPPLEMENTAL AND ADDITIONAL SERVICES 5 OWNER'S RESPONSIBILITIES 6 COST OF THE WORT( 7 COPYRIGHTS AND LICENSES 8 CLAIMS AND DISPUTES 9 TERMINATION OR SUSPENSION 10 MISCELLANEOUS PROVISIONS 11 COMPENSATION 12 SPECIAL TERMS AND CONDITIONS 13 SCOPE OF THE AGREEMENT ARTICLE 1 INITIAL INFORMATION § 1.1 This Agreement is based on the Initial Information set forth in this Section I.L (For each item in this section, insert the information or a statement such as "not applicable" or "unknown at time of execution.') § 1.1.1 The Owner's program for the Project: (Insert the Owner's program, identify documentation that establishes the Owner's program, or state the manner in which the program will be developed.) The following items are to be included in the project: Gym Building: Gymnasium (7,750 sf): • Replace bleachers. • Explore opportunities to integrate PTO storage. • Improve acoustics. • Replace light fixtures in Gym with LED fixtures. • Replace scoreboard. • Consider options to increase storage room size. • Consider additional volleyball standards to allow for 2 courts in use. • Explore alternate solution for concessions. Locker Rooms (700 sf). • Explore alternate drinking fountain solution • Remove existing showers and reconfigure Toilet Rooms to increase team area ("halftime space"). • Update all Locker Room finishes, • Update Locker Room lighting. • Potentially increasing dining area located on lower level. Init. AIA Document B101 — 2017. Copyright ®1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved, "The American Institute of Architects," "American Institute of Architects,"!AIA," the AIA Logo, and "AIA Contract Documents' are registered trademarks of The American Institute of Architects. This document was produced at 2 18:37:49 CT on 02103/2023 under Order No.2114344329 which expires on 08/2012023, is not for resale, is licensed for one-time use only, and may only be used in 1 accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo(gaiacontracts,com. User Notes: CLOUD TEMPLATE 08-21-17 (1667711544) Public Restrooms (450 sf): • Update all finishes. • Update lighting. § 1.1.2 The Project's physical characteristics: (Identify or describe pertinent information about the Project's physical characteristics, such as size; location; dimensions; geotechnical reports; site boundaries; topographic surveys; traffic and utility studies; availability of public and private utilities and services; legal description of the site, etc) § 1.1.3 The Owner's budget for the Cost of the Work, as defined in Section 6.1: (Provide total and, if known, a line item breakdown) $1,000,000 § 1.1.4 The Owner's anticipated design and construction milestone dates: .1 Design phase milestone dates, if any: 06,09,2022 through 12,31,2022 .2 Construction commencement date: 03,01,2023, subject to change .3 Substantial Completion date or dates: 08.04.2023, subject to change .4 Other milestone dates: 09.01.2023 final completion, subject to change § 1.1.5 The Owner intends the following procurement and delivery method for the Project: (Identify method such as competitive bid or negotiated contract, as well as any requirements for accelerated or fast -track design and construction, multiple bid packages, or phased construction.) Construction Manager at Risk § 1.1.6 The Owner's anticipated Sustainable Objective for the Project: (Identify and describe the Owner's Sustainable Objective for the Project, if any.) Not Applicable § 1.1.6,1 If the Owner identifies a Sustainable Objective, the Owner and Architect shall complete and incorporate AIA Document E204Tm-2017, Sustainable Projects Exhibit, into this Agreement to define the terms, conditions and services related to the Owner's Sustainable Objective. If E204-2017 is incorporated into this agreement, the Owner and Architect shall incorporate the completed E204-2017 into the agreements with the consultants and contractors performing services or Work in any way associated with the Sustainable Objective. § 1.1.7 The Owner identifies the following representative in accordance with Section 5.3: (List name, address, and other contact information) Troy Meyer The Town of Westlake I Westlake Academy Init. AIA Document B101 — 2017. Copyright @ 1974, 1978. 1987, 1997. 2007 and 2017. All rights reserved. "The American Institute of Architects," 'American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 18:37:49 CT on 02103/2023 under Order No.2114344329 which expires on 08/2012023, is not for resale, is licensed for one-time use only, and may only be used in t accordance with the AIA Gontract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.CDm. User Notes: CLOUD TEMPLATE 08-21-17 (1667711544) 2600 JT Ottinger Westlake, Texas 76262 P: 817.490,5735 § 1.1.8 The persons or entities, in addition to the Owner's representative, who are required to review the Architect's submittals to the Owner are as follows: (Last name, address, and other contact information.) Not Applicable § 1.1.9 The Owner shall retain the following consultants and contractors: (List name, legal status, address, and other contact information) .1 Geotechnical Engineer: .2 Other, if any: (List any other consultants and contractors retained by the Owner.) Material Testing Test and Balance Commissioning § 1.1,10 The Architect identifies the following representative in accordance with Section 2.3: (List name, address, and other contact information.) Patrick Glenn, AIA GlennIPartners, PLLC 5646 Milton Street, Suite 426 Dallas, Texas 75206 P: 469.930.7655 § 11,11 The Architect shall retain the consultants identified in Sections 1.1.11.1 and 1.1.11.2: (List name, legal status, address, and other contact information) § 1.1.11.1 Consultants retained under Basic Services: .1 Structural Engineer: Thomas Campbell AIpha Consulting Engineers 4975 Preston Park Blvd., Suite 640W Plano, Texas 75093 P: 469.209.0762 init. AIA Documenl6101 — 2017. Copyright ®1974. 1978, 1987, 1997. 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 4 18:37:49 CT on 0210312023 under Order No.2114344329 which expires on 0812012023, is not for resale, is licensed for one-time use only, and may only he used in at t accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: CLOUD TEMPLATE 08-21-17 (1667711544) .2 Mechanical Engineer: Mike Clendenin EMA Engineering and Consulting, Inc. 328 S, Broadway Avenue Tyler, Texas 75702 903.581.2677 .3 Electrical Engineer: Mike Clendenin EMA Engineering and Consulting, Inc. 328 S. Broadway Avenue Tyler, Texas 75702 903.5 81.2677 .4 Technology Consultant: Mike Clendenin EMA Engineering and Consulting, Inc. 328 S. Broadway Avenue Tyler, Texas 75702 903.5 81.2677 § 1.1.11.2 Consultants retained under Supplemental Services: None § 1.1.12 Other Initial Information on which the Agreement is based: None § 1.2 The Owner and Architect may rely on the Initial Information. Both parties, however, recognize that the Initial Information may materially change and, in that event, the Owner and the Architect shall appropriately adjust the Architect's services, schedule for the Architect's services, and the Architect's compensation. The Owner shall adjust the Owner's budget for the Cost of the Work and the Owner's anticipated design and construction milestones, as necessary, to accommodate material changes in the Initial Information. § 1.3 The parties shall agree upon protocols governing the transmission and use of Instruments of Service or any other information or documentation in digital form. The parties will use AIA Document E203TM-2013, Building Information Modeling and Digital Data Exhibit, to establish the protocols for the development, use, transmission, and exchange of digital data. § 1.3.1 Any use of, or reliance on, all or a portion of a building information model without agreement to protocols governing the use of, and reliance on, the information contained in the model and without having those protocols set forth in AIA Document E203Tm-2013, Building Information Modeling and Digital Data Exhibit, and the requisite AIA Document G202T"t-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 ARCHITECT'S RESPONSIBILITIES § 2.1 The Architect shall provide professional services as set forth in this Agreement. The Architect represents that it is properly licensed in the jurisdiction where the Project is located to provide the services required by this Agreement, or shall cause such services to be performed by appropriately licensed design professionals. Wt.AIA Document B101 — 2017. Copyright © 1974. 1978, 1987, 1997. 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects,° "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 5 18:37:49 CT on 0210312023 under Order No.2114344329 which expires on 0812012023, is not for resale, is licersed for one-time use only, and may only be used in f accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, a-ma[I decinfo@aiacontracts.com. User Notes: CLOUD TEMPLATE 08-21-17 (1667711544) § 2.2 The Architect shall perform its services consistent with the professional shill and care ordinarily provided by architects practicing under the same or similar circumstances and professional license, as codified in Texas Civil Practice & Remedies Code section 130.0021(a), hereinafter referred to as the "Standard of Care." In accordance with Texas Civil Practice & Remedies Code section 130.002l(b) and notwithstanding anything in this Agreement to the contrary, any other provision establishing a different standard of Care other than the standard described by Texas Civil Practice & Remedies Code section 130.0021(a) shall be void and unenforceable and the Standard of Care shall instead apply to the Architect's performance of its services. § 23 The Architect shall identify a representative authorized to act on behalf of the Architect with respect to the Project. § 2.4 Except with the Owner's Knowledge and consent, the Architect shall not engage in any activity, or accept any employment, interest or contribution that would reasonably appear to compromise the Architect's professional judgment with respect to this Project. § 2.5 The Architect shall maintain the following insurance until termination of this Agreement. If any of the requirements set forth below are in addition to the types and limits the Architect normally maintains, the Owner shall pay the Architect as set forth in Section 11.9, § 2.5.1 Commercial General Liability with policy limits of not less than one million ($ 1,000,000 ) for each occurrence and two million ($ 2,000,000 ) in the aggregate for bodily injury and property damage. § 2.5.2 Automobile Liability covering vehicles owned, and non -owned vehicles used, by the Architect with policy limits of not less than one million ($ $1,000,000 ) per accident for bodily injury, death of any person, and property damage arising out of the ownership, maintenance and use of those motor vehicles, along with any other statutorily required automobile coverage, § 2.5.3 The Architect may achieve the required limits and coverage for Commercial General Liability and Automobile Liability through a combination of primary and excess or umbrella liability insurance, provided such primary and excess or umbrella liability insurance policies result in the same or greater coverage as the coverages required under Sections 2.5.1 and 2.5.2, and in no event shall any excess or umbrella liability insurance provide narrower coverage than the primary policy. The excess policy shall not require the exhaustion of the underlying limits only through the actual payment by the underlying insurers. § 2.5.4 Workers' Compensation at statutory limits. § 2.5.5 Employers' Liability with policy limits not less than one million ($ 1,000,000 ) each accident, one million ($ 1,000,000 ) each employee, and one million ($ 1,000,000 ) policy limit. § 2.5.6 Professional Liability covering negligent acts, errors and omissions in the performance of professional services with policy limits of not less than one million ($ 1,000,000 ) per claim and two million ($ 2,000,000 ) in the aggregate. § 2.5.7 Additional Insured Obligations. To the fullest extent permitted by law, the Architect shall cause the primary and excess or umbrella polices for Commercial General Liability and Automobile Liability to include the Owner as an additional insured for claims caused in whole or in part by the Architect's negligent acts or omissions. The additional insured coverage shall be primary and non-contributory to any of the Owner's insurance policies and shall apply to both ongoing and completed operations. (Paragraph deleted) ARTICLE 3 SCOPE OF ARCHITECT'S BASIC SERVICES § 3.1 The Architect's Basic Services consist of those described in this Article 3 and include the structural, mechanical, and electrical engineering services set forth in this Article 3 and, where provided, in the attached Exhibits to this Agreement. Services not set forth in this Article 3 are Supplemental or Additional Services. § 3.1.1 The Architect shall manage the Architect's services, research applicable design criteria, attend Project meetings, communicate with members of the Project team, and report progress to the Owner. Init. AIA Document B101 — 2017. Copyright 01974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. 'The American Institute of Architects," "American Institute of Architects,"'AIA," the AIA logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 18:37:49 CT on 0210312023 under Order No.2114344329 wh[ch expires on 0612012023, is not for resale, is licensed for one-time use only, and may only he used in 1 accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: CLOUD TEMPLATE 08-21.17 (1667711544) § 3.1.2 The Architect shall coordinate its services with those services provided by the Owner and the Owner's consultants; in all events, however, Architect's coordination of its services with Owner's and Contractor's subcontractors or consultants shall be limited to that necessary for consistency of Architect's documents with those of such subcontractors or consultants. The Architect shall be entitled to rely on, and shall not be responsible for, the accuracy, completeness, and timeliness of, services and information furnished by the Owner and the Owner's consultants and the Contractor and its subcontractors and consultants. The Architect shall provide prompt written notice to the Owner if the Architect becomes aware of any error, omission, or inconsistency in such services or information, and the Architect may suspend its services (without penalty and is not liable for any damages during such suspension) until such error, omission, or inconsistency is corrected by Owner or Owner's consultants or contractors. Notwithstanding anything herein to the contrary, however, Architect is not required to verify the accuracy or completeness of any information furnished by the Owner, the Owner's consultants, or third -parties with whom the Architect has no contract or does not have the ability to direct or control. § 3.1.3 As soon as practicable after the date of this Agreement, the Architect shall submit for the Owner's approval a schedule for the performance of the Architect's services. The schedule initially shall include anticipated dates for the commencement of construction and for Substantial Completion of the Work as set forth in the Initial Information. The schedule shall include allowances for periods of time required for the Owner's review, for the performance of the Owner's consultants, and for approval of submissions by authorities having jurisdiction over the Project. Once approved by the Owner, time limits established by the schedule shall not, except for reasonable cause, be exceeded by the Architect or Owner. With the Owner's approval, the Architect shall adjust the schedule, if necessary, as the Project proceeds until the commencement of construction. Notwithstanding anything herein to the contrary, Owner acknowledges and agrees that any schedule for the provision of Architect's services is an estimate, which may be modified or adjusted due to review by consultants, review and approval of submissions by authorities having jurisdiction over the Project, changes in the scope of the Project, and or delays by the Owner and/or Contractor. Architect shall have no liability for any sucb delays. § 3.1.4 The Architect shall not be responsible for an Owner's directive or substitution, or for the Owner's acceptance of non -conforming Work, made or given without the Architect's written approval. § 3.1.5 The Architect shall contact governmental authorities required to approve the Construction Documents and entities providing utility services to the Project. The Architect shall respond to applicable design requirements imposed by those authorities and entities. § 3.1.6 The Architect shall assist the Owner in connection with the Owner's responsibility for filing documents required for the approval of governmental authorities having jurisdiction over the Project. § 3.2 Schematic Design phase Services § 3.2.1 The Architect shall review the program and other information furnished by the Owner, and shall review laws, codes, and regulations applicable to the Architect's services. § 322 The Architect shall prepare a preliminary evaluation of the Owner's program, schedule, budget for the Cost of the Work, Project site, the proposed procurement and delivery method, and other Initial Information, each in terms of the other, to ascertain the requirements of the Project. The Architect shall notify the Owner of (1) any inconsistencies discovered in the information, and (2) other information or consulting services that, in its professional opinion, may be reasonably needed for the Project. § 3.2.3 The Architect shall present its preliminary evaluation to the Owner and shall discuss with the Owner alternative approaches to design and construction of the Project. The Architect shall reach an understanding with the Owner regarding the requirements of the Project. § 3.2.4 Based on the Project requirements agreed upon with the Owner, the Architect shall prepare and present, for the Owner's approval, a preliminary design illustrating the scale and relationship of the Project components. 1nit. AIA Document B101 -- 2017. Copyright O 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved, 'The American Institute of Architects,° "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents' are registered trademarks of The American Institute of Architects. This document was produced at 18:37:49 Cr on 02/03/2023 under Order No.2114344329 which expires on 08/2012023. is not for resale, is licensed for one-time use only, and may only be used in 1 accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: CLOUD TEMPLATE 08-21.17 (1667711544) § 325 Based on the Owner's approval of the preliminary design, the Architect shall prepare Schematic Design Documents for the Owner's approval. The Schematic Design Documents shall consist of drawings and other documents including a site plan, if appropriate, and preliminary building plans, sections and elevations; and may include some combination of study models, perspective sketches, or digital representations. Preliminary selections of major building systems and construction materials shall be noted on the drawings or described in writing. § 3.2.5.1 The Architect shall consider sustainable design alternatives, such as material choices and building orientation, together with other considerations based on program and aesthetics, in developing a design that is consistent with the Owner's program, schedule and budget for the Cost of the Work. The Owner may obtain more advanced sustainable design services as a Supplemental Service under Section 4.1.1, § 3.2.5.2 The Architect shall consider the value of alternative materials, building systems and equipment, together with other considerations based on program and aesthetics, in developing a design for the Project that is consistent with the Owner's program, schedule, and budget for the Cost of the Work. 3.2.6 The Architect shall submit to the Owner an estimate of the Cost of the Work prepared in accordance with Section 6.3. (Paragraph deleted) § 3.2.7 The Architect shall submit the Schematic Design Documents to the Owner, and request the Owner's approval. § 3.3 Design Development Phase Services § 3.3.1 Based on the Owner's approval of the Schematic Design Documents, and on the Owner's authorization of any adjustments in the Project requirements and the budget for the Cost of the Work, the Architect shall prepare Design Development Documents for the Owner's approval. The Design Development Documents shall illustrate and describe the development of the approved Schematic Design Documents and shall consist of drawings and other documents including plans, sections, elevations, typical construction details, and diagrammatic layouts of building systems to fix and describe the size and character of the Project as to architectural, structural, mechanical and electrical systems, and other appropriate elements. The Design Development Documents shall also include outline specifications that identify major materials and systems and establish, in general, their quality levels. § 3.3.2 The Architect shall update the estimate of the Cost of the Work prepared in accordance with Section 6.3. § 3.3.3 The Architect shall submit the Design Development Documents to the Owner, advise the Owner of any adjustments to the estimate of the Cost of the Work, and request the Owner's approval. § 3.4 Construction Documents Phase Services § 3.4.1 Based on the Owner's approval of the Design Development Documents, and on the Owner's authorization of any adjustments in the Project requirements and the budget for the Cost of the Work, the Architect shall prepare Construction Documents for the Owner's approval. The Construction Documents shall illustrate and describe the further development of the approved Design Development Documents and shall consist of Drawings and Specifications setting forth in detail the quality levels and performance criteria of materials and systems and other requirements for the construction of the Work. The Owner and Architect acknowledge that, in order to perform the Work, the Contractor will provide additional information, including Shop Drawings, Product Data, Samples and other similar submittals, which the Architect shall review in accordance with Section 3.6.4. § 3A.2 The Architect shall incorporate the design requirements of governmental authorities having jurisdiction over the Project into the Construction Documents. § 3.4.3 During the development of the Construction Documents, the Architect shall assist the Owner in the development and preparation of (1) procurement information that describes the time, place, and conditions of bidding, including bidding or proposal forms; (2) the form of agreement between the Owner and Contractor; and (3) the Conditions of the Contract for Construction (General, Supplementary and other Conditions). The Architect shall also compile a project manual that includes the Conditions of the Contract for Construction and Specifications, and may include bidding requirements and sample forms. Init. AIA Document 6101 -� 2017. Copyright ®1974, 1978. 1987, 1997, 2007 and 2017. All rights reserved. 'The American Institute of Architects,' "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 18:37:49 CT on 02/0312023 under Order No.2114344329 which expires on 08I2012023, is not for resale, is licensed for one-time use only, and may only be used in 1 accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontfacts.com. User Notes: CLOUD TEMPLATE 08-21-17 (1667711544) § 3.4.4 The Architect shall update the estimate for the Cost of the Work prepared in accordance with Section 6.3. § 3.4.5 The Architect shall submit the Construction Documents to the Owner, advise the Owner of any adjustments to the estimate of the Cost of the Work, take any action required under Section 6.5, and request the Owner's approval, § 3.5 Procurement Phase Services § 3.5.1 General The Architect shall assist the Owner in establishing a list of prospective contractors. Following the Owner's approval of the Construction Documents, the Architect shall assist the Owner in (1) obtaining either competitive bids or negotiated proposals; (2) confirming responsiveness of bids or proposals; (3) determining the successful bid or proposal, if any; and, (4) awarding and preparing contracts for construction. § 3.5.2 Competitive Bidding § 3.5.2.1 Bidding Documents shall consist of bidding requirements and proposed Contract Documents. § 3.5.2.2 The Architect shall assist the Owner in bidding the Project by; .1 facilitating the distribution of Bidding Documents to prospective bidders; .2 organizing and conducting a pre -bid conference for prospective bidders; .3 preparing responses to questions from prospective bidders and providing clarifications and interpretations of the Bidding Documents to the prospective bidders in the form of addenda; and, .4 organizing and conducting the opening of the bids, and subsequently documenting and distributing the bidding results, as directed by the Owner. § 3.5.2.3 If the Bidding Documents permit substitutions, upon the Owner's written authorization, the Architect shall, as an Additional Service, consider requests for substitutions and prepare and distribute addenda identifying approved substitutions to all prospective bidders, § 3.5.3 Negotiated Proposals § 3.5.3.1 Proposal Documents shall consist of proposal requirements and proposed Contract Documents. § 3.5.3.2 The Architect shall assist the Owner in obtaining proposals by: .1 facilitating the distribution of Proposal Documents for distribution to prospective contractors and requesting their return upon completion of the negotiation process; .2 organizing and participating in selection interviews with prospective contractors; .3 preparing responses to questions from prospective contractors and providing clarifications and interpretations of the Proposal Documents to the prospective contractors in the form of addenda; and, .4 participating in negotiations with prospective contractors, and subsequently preparing a summary report of the negotiation results, as directed by the Owner. § 3.5.3.3 If the Proposal Documents permit substitutions, upon the Owner's written authorization, the Architect shall, as an Additional Service, consider requests for substitutions and prepare and distribute addenda identifying approved substitutions to all prospective contractors. § 3,6 Construction Phase Services § 3.6.1 General § 3.6.1.1 The Architect shall provide administration of the Contract between the Owner and the Contractor as set forth below and in AIA Document A201 TM-2017, General Conditions of the Contract for Construction. If the Owner and Contractor modify AIA Document A201-2017, those modifications shall not affect the Architect's services under this Agreement unless the Owner and the Architect amend this Agreement. § 3.6.1.2 The Architect shall advise and consult with the Owner during the Construction Phase Services. The Architect shall have authority to act on behalf of the Owner only to the extent provided in this Agreement. The Architect shall not have control over, charge of, or responsibility for the construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, nor shall the Architect be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. The Architect shall be responsible for the Architect's breach of the Standard of Care, but shall not have control over or Init. AIA Document 13101 — 2017. Copyright 01974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects,' "American Institute of Architects,' "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 18:37:49 CT on 0210312023 under Order No.2114344329 which expires on 08120/2023, is not for resale, is licensed for one-time use only, and may only be used in f accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: CLOUD TEMPLATE 08-21-17 (1667711544) charge of, and shall not be responsible for, acts or omissions of the Contractor or of any other persons or entities performing portions of the Work. § 3.6.1.3 Subject to Section 4.2 and except as provided in Section 3.6.6.5, the Architect's responsibility to provide Construction Phase Services commences with the award of the Contract for Construction and terminates on the date the Architect issues the final Certificate for Payment. § 3.6.2 Evaluations of the Work § 3.6.2.1 The Architect shall visit the site at intervals appropriate to the stage of construction, or as otherwise required in Section 4.2.3, 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 shall not be required to make exhaustive or continuous on -site inspections to check the quality or quantity of the Work. Architect's site observation visits do not relieve the Contractor of the obligation to perform work in accordance with the Contract Documents. On the basis of the site visits, the Architect shall 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. § 3.6.2.2 The Architect has the authority to reject Work that does not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable, the Architect shall have the authority to require inspection or testing of the Work in accordance with the provisions of the Contract Documents, 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. § 3.6.2.3 The Architect shall 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 shall be made in writing within any time limits agreed upon or otherwise with reasonable promptness. § 3,6.2.4 Interpretations and decisions of the Architect shall be consistent with the intent of, and reasonably inferable from, the Contract Documents and shall be in writing or in the form of drawings. When making such interpretations and decisions, the Architect shall endeavor to secure faithful performance by both Owner and Contractor, shall not show partiality to either, and shall not be liable for results of interpretations or decisions rendered in good faith. The Architect's decisions on matters relating to aesthetic effect shall be final if consistent with the intent expressed in the Contract Documents. § 3.6.2.5 Unless the Owner and Contractor designate another person to serve as an Initial Decision Maker, as that term is defined in AIA Document A201--2017, the Architect shall render initial decisions on Claims between the Owner and Contractor as provided in the Contract Documents. § 3.6.3 Certificates for Payment to Contractor § 3.6.3.1 The Architect shall review and certify the amounts due the Contractor and shall issue certificates in such amounts. The Architect's certification for payment shall constitute a representation to the Owner, based on the Architect's evaluation of the Work as provided in Section 3.6.2 and on the data comprising the Contractor's 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 (1) an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, (2) results of subsequent tests and inspections, (3) correction of minor deviations from the Contract Documents prior to completion, and (4) specific qualifications expressed by the Architect. § 3.6.3.2 The issuance of a Certificate for Payment shall not be a representation that the Architect has (1) made exhaustive or continuous on -site inspections to check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and suppliers and other data requested by the Owner to substantiate the Contractor's right to payment, AIA Document B101 — 2017, Copyright 01974, 1978, 1987, 1997, 2007 and 2017, All rights reserved. "The American Institute of Architects," "American Institute of [nit. Architects,' "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 1 o 18:37:49 CT on 02/03/2023 under Order No.2114344329 which expires on 08/20/2023, Is not for resale, is licensed for one -lime use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@taiacontracts.com. User Notes: CLOUD TEMPLATE 08-21-17 (1667711544) or (4) ascertained how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. § 3.6.3.3 The Architect shall maintain a record of the Applications and Certificates for Payment. § 3.6.4 Submittals § 3.6.4.1 The Architect shall review the Contractor's submittal schedule and shall not unreasonably delay or withhold approval of the schedule. The Architect's action in reviewing submittals shall be taken in accordance with the approved submittal schedule 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. § 3.6.4.2 The Architect shall 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. Review of such submittals is not for the purpose of determining the accuracy and completeness of other information such as dimensions, quantities, and installation or performance of equipment or systems, which are the Contractor's responsibility. The Architect's review shall not constitute approval of safety precautions or 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. § 3.6.4.3 If the Contract Documents specifically require the Contractor to provide professional design services or certifications by a design professional related to systems, materials, or equipment, the Architect shall specify the appropriate performance and design criteria that such services must satisfy. The Architect shall review and take appropriate action on Shop Drawings and other submittals related to the Work designed or certified by the Contractor's design professional, provided the submittals bear such professional's seal and signature when submitted to the Architect. The Architect's review shall be for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Architect shall be entitled to rely upon, and shall not be responsible for, the adequacy and accuracy of the services, certifications, and approvals performed or provided by such design professionals. § 3.6.4.4 Subject to Section 4.2, the Architect shall review and respond to requests for information about the Contract Documents. The Architect shall set forth, in the Contract Documents, the requirements for requests for information. Requests for information shall include, at a minimum, a detailed written statement that indicates the specific Drawings or Specifications in need of clarification and the nature of the clarification requested. The Architect's response to such requests shall be made in writing within any time limits agreed upon, or otherwise with reasonable promptness. If appropriate, the Architect shall prepare and issue supplemental Drawings and Specifications in response to the requests for information. If Architect responds to a request for information not prepared in accordance with the requirements of the Contract Documents or to a request for information where such information is available from careful review of the Contract Documents, the Architect is entitled to additional compensation as Additional Services. § 3.6.4.5 The Architect shall maintain a record of submittals and copies of submittals supplied by the Contractor in accordance with the requirements of the Contract Documents. § 3.6.5 Changes in the Work § 3.6.5.1 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. Subject to Section 4.2, the Architect shall prepare Change Orders and Construction Change Directives for the Owner's approval and execution in accordance with the Contract Documents. § 3.6.5.2 The Architect shall maintain records relative to changes in the Work. § 3.6.6 Project Completion § 3.6.6.1 The Architect shall: .1 conduct inspections to determine the date or dates of Substantial Completion and the date of final completion; .2 issue Certificates of Substantial Completion; Init. AIA Document 8101 — 2017, Copyright ®1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Inslitute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 11 18:37:49 CT on 02/03/2023 under Order No.2114344329 which expires on 08/20/2023. is not for resale, is licensed for one-time use only, and may only be used in ! accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, a -mail docinfoQaiacontracts,com. User Notes: CLOUD TEMPLATE 08-21-17 (1667711544) .3 forward to the Owner, for the Owner's review and records, written warranties and related documents required by the Contract Documents and received from the Contractor; and, .4 issue a final Certificate for Payment based upon a final inspection indicating that, to the best of the Architect's knowledge, information, and belief, the Work complies with the requirements of the Contract Documents, § 3.6.6.2 The Architect's inspections shall be conducted with the Owner to check conformance of the Work with the requirements of the Contract Documents and to verify the accuracy and completeness of the list submitted by the Contractor of Work to be completed or corrected. § 3.6.6.3 When Substantial Completion has been achieved, the Architect shall inform the Owner about the balance of the Contract Sum remaining to be paid the Contractor, including the amount to be retained from the Contract Sum, if any, for final completion or correction of the Work. § 3.6.6.4 The Architect shall forward to the Owner the following information received from the Contractor; (1) consent of surety or sureties, if any, to reduction in or partial release of retainage or the making of final payment; (2) affidavits, receipts, releases and waivers of liens, or bonds indemnifying the Owner against liens; and (3) any other documentation required of the Contractor under the Contract Documents. § 3.6.6.5 Upon request of the Owner, and prior to the expiration of one year from the date of Substantial Completion, the Architect shall, without additional compensation, conduct a meeting with the Owner to review the facility operations and performance. ARTICLE 4 SUPPLEMENTAL AND ADDITIONAL SERVICES § 4.1 Supplemental Services § 4.1.1 The services listed below are not included in Basic Services but may be required for the Project. The Architect shall provide the listed Supplemental Services only if specifically designated in the table below as the Architect's responsibility, and the Owner shall compensate the Architect as provided in Section 11.2. Unless otherwise specifically addressed in this Agreement, if neither the Owner nor the Architect is designated, the parties agree that the listed Supplemental Service is not being provided for the Project. (Designate the Architect's Supplemental Services and the Owner's Supplemental Services required for the Project by indicating whether the Architect or Owner shall be responsible for providing the identified Supplemental Service. Insert a description of the Supplemental Services in Section 4.1.2 below or attach the description of services as an exhibit to this Agreement.) Supplemental Services Responsibility Architect, Owner, or notprovided) 4.1.1.1 Programming Architect 4.1.1.2 Multiple preliminary designs Architect 4.1.1.3 Measured drawings Architect 4.1.1.4 Existin facilities surveys l Field Verification Architect 4.1.1.5 Site evaluation and planning Architect § 4.1.1.6 Building Information Model management responsibilities Architect § 4.1.1.7 Development of Building Information Models for post construction use Architect 4.1.1.8 Civil engineering Not Provided 4.1.1.9 Landscape design Not Provided 4.1.1.10 Architectural interior design Architect 4.1.1.11 Value analysis Not Provided § 4.1.1.12 Detailed cost estimating beyond that required in Section 6.3 Not Provided 4.1.1.13 On -site project representation Not Provided Init. AA Document 8101 — 2017. Copyright � 1974. 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 2 18:37:49 CT on 02/03/2023 under Order No.2114344329 which exp€res on 08120/2023, is not for resale, is licensed for one-time use only, and may only be used in 1 accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail decinfo@aiacontracts.com. User Notes: CLOUD TEMPLATE 08-21-17 (1667711544) Supplemental Services Responsibility ,Architect, Owner, or notprovided) 4.1.1.14 Conformed documents for construction Architect 4.1.1.15 As -designed record drawings Architect 4.1.1.16 As -constructed record drawings Not Provided 4.1.1.17 Post -occupancy evaluation Not Provided 4.1.1.18 Facility support services Not Provided 4.1.1.19 Tenant -related services Not Provided § 4.1.1.20 Architect's coordination of the Owner's consultants Architect 4.1.1.21 Telecommunications/data design Architect 4.1.1.22 Security evaluation and planning Not Provided 4.1.1.23 Commissioning Not Provided § 4.1.1.24 Sustainable Project Services pursuant to Section 4.1.3 Not Provided 4.1.1.25 Fast -track design services Not Provided 4.1.1.26 Multiple bid packages Not Provided 4.1.1.27 Historic preservation Not Provided 4.1.1.28 Furniture, furnishings, and equipment design Not Provided 4.1.1.29 Other services provided by specialty Consultants Not Provided 4.1.1.30 Other Supplemental Services (Row deleted) § 4.1.2 Description of Supplemental Services § 4.1.2.1 A description of each Supplemental Service identified in Section 4.1.1 as the Architect's responsibility is provided below. (Describe in detail the Architect's Supplemental Services identified in Section 4.1.1 or, if set forth in an exhibit, identify the exhibit. The AIA publishes a number of Standard Form of Architect's Services documents that can be included as an exhibit to describe the Architect's Supplemental Services.) Not Applicable § 4.1.2.2 A description of each Supplemental Service identified in Section 4.1.1 as the Owner's responsibility is provided below. (Describe in detail the Owner's Supplemental Services identified in Section 4.1.1 or, if set forth in an exhibit, identify the exhibit.) Not Applicable (Paragraph deleted) § 4.2 Architect's Additional Services The Architect may provide Additional Services after execution of this Agreement without invalidating the Agreement. Except for services required due to the fault of the Architect, any Additional Services provided in accordance with this Section 4.2 shaIl entitle the Architect to compensation pursuant to Section 11.3 and an appropriate adjustment in the Architect's schedule. § 4.2.1 Upon recognizing the need to perform the following Additional Services, the Architect shall notify the Owner with reasonable promptness and explain the facts and circumstances giving rise to the need. The Architect shall not proceed to provide the following Additional Services until the Architect receives the Owner's written authorization and shall not be responsible for providing these services without the Owner's written authorization: Init. AIA Document B101--2017, Copyright ©1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "Tha American Institute of Architects "'American Institute of Architects." `AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at ) 3 18;37:49 CT on 920312023 under Order No,2114344329 which expires on 0812012023, is not for resale, is licensed for one-time use only, and may only be used in t accordance with the AIA Contract Documonts® Terms of Service. To report copyright violations, a -mall docinfo@aiacontracts.com. User Notes: CLOUD TEMPLATE 08-21-17 (1667711544) .1 Services necessitated by a change in the Initial Information, previous instructions or approvals given by the Owner, or a material change in the Project including size, quality, complexity, or the Owner's schedule or budget for Cost of the Work, or procurement or delivery method; .2 Services necessitated by the enactment or revision of codes, laws, or regulations, including changing or editing previously prepared Instruments of Service; .3 Changing or editing previously prepared Instruments of Service necessitated by official interpretations of applicable codes, laws or regulations that are either (a) contrary to specific interpretations by the applicable authorities having jurisdiction made prior to the issuance of the building permit, or (b) contrary to requirements of the Instruments of Service when those Instruments of Service were prepared in accordance with the Standard of Care; .4 Services necessitated by decisions of the Owner not rendered in a timely manner or any other failure of performance on the part of the Owner or the Owner's consultants or contractors; .5 Preparing digital models or other design documentation for transmission to the Owner's consultants and contractors, or to other Owner -authorized recipients; .6 Preparation of design and documentation for alternate bid or proposal requests proposed by the Owner; .7 Preparation for, and attendance at, a public presentation, meeting or hearing; .8 Preparation for, and attendance at, a dispute resolution proceeding or legal proceeding, except where the Architect is party thereto; .9 Evaluation of the qualifications of entities providing bids or proposals; .10 Consultation concerning replacement of Work resulting from fire or other cause during construction; or, .11 Assistance to the Initial Decision Maker, if other than the Architect. § 4.2.2 To avoid delay in the Construction Phase, the Architect shall provide the following Additional Services, notify the Owner with reasonable promptness, and explain the facts and circumstances giving rise to the need. If, upon receipt of the Architect's notice, the Owner determines that all or parts of the services are not required, the Owner shall give prompt written notice to the Architect of the Owner's determination. The Owner shall compensate the Architect for the services provided prior to the Architect's receipt of the Owner's notice. .1 Reviewing a Contractor's submittal out of sequence from the submittal schedule approved by the Architect; .2 Responding to the Contractor's requests for information that are not prepared in accordance with the Contract Documents or where such information is available to the Contractor from a careful study and comparison of the Contract Documents, field conditions, other Owner -provided information, Contractor -prepared coordination drawings, or prior Project correspondence or documentation; .3 Preparing Change Orders and Construction Change Directives that require evaluation of Contractor's proposals and supporting data, or the preparation or revision of Instruments of Service; .4 Evaluating an extensive number of Claims as the Initial Decision Maker; or, .5 Evaluating substitutions proposed by the Owner or Contractor and making subsequent revisions to Instruments of Service resulting therefrom. § 4.2.3 The Architect shall provide Construction Phase Services exceeding the limits set forth below as Additional Services. When the limits below are reached, the Architect shall notify the Owner: .1 Two ( 2 ) reviews of each Shop Drawing, Product Data item, sample and similar submittals of the Contractor .2 Weekly visits to the site by the Architect during construction .3 Two (2 ) inspections for any portion of the Work to determine whether such portion of the Work is substantially complete in accordance with the requirements of the Contract Documents .4 Two (2) inspections for any portion of the Work to determine final completion. § 4.2.4 Except for services required under Section 3.6.6.5 and those services that do not exceed the limits set forth in Section 4.2.3, Construction Phase Services provided more than 60 days after (1) the date of Substantial Completion of the Work or (2) the initial date of Substantial Completion identified in the agreement between the Owner and Contractor, whichever is earlier, shall be compensated as Additional Services to the extent the Architect incurs additional cost in providing those Construction Phase Services. Init. AIA Document Blot — 2017, Copyright O 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects,' "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 14 18:37:49 CT on 02/03/2023 under Order No.2114344329 which expires on 08/20/2023, is not for resale, is licensed for one-time use only, and may only be used in ! accordance with the AIA Contract Documentse Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: CLOUD TEMPLATE 08-21-17 (1667711544) § 4.2.5 If the services covered by this Agreement have not been completed within twelve ( 12 ) months of the date of this Agreement, through no fault of the Architect, extension of the Architect's services beyond that time shall be compensated as Additional Services. ARTICLE 5 OWNER'S RESPONSIBILITIES § 5.1 Unless otherwise provided for under this Agreement, the Owner shall provide information in a timely manner regarding requirements for and limitations on the Project, including a written program, which shall set forth the Owner's objectives; schedule; constraints and criteria, including space requirements and relationships; flexibility; expandability; special equipment; systems; and site requirements. § 5.2 The Owner shall establish the Owner's budget for the Project, including (1) the budget for the Cost of the Work as defined in Section 6.1; (2) the Owner's other costs; and, (3) reasonable contingencies related to all of these costs. The Owner shall update the Owner's budget for the Project as necessary throughout the duration of the Project until final completion. If the Owner significantly increases or decreases the Owner's budget for the Cost of the Work, the Owner shall notify the Architect. The Owner and the Architect shall thereafter agree to a corresponding change in the Project's scope and quality. § 5.3 The Owner shall identify a representative authorized to act on the Owner's behalf with respect to the Project. The Owner shall render decisions and approve the Architect's submittals in a timely manner in order to avoid unreasonable delay in the orderly and sequential progress of the Architect's services. § 5.4 The Owner shall furnish surveys to describe physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; designated wetlands; adjacent drainage; rights -of -way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions, and other necessary data with respect to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a Project benchmark. § 5.5 The Owner shall furnish services of geotechnical engineers, which may include test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, seismic evaluation, ground corrosion tests and resistivity tests, including necessary operations for anticipating subsoil conditions, with written reports and appropriate recommendations, § 5.6 The Owner shall provide the Supplemental Services designated as the Owner's responsibility in Section 4.1.1. § 5.7 If the Owner identified a Sustainable Objective in Article 1, the Owner shall fulfill its responsibilities as required in AIA Document E204TM-2017, Sustainable Projects Exhibit, attached to this Agreement. § 5.8 The Owner shall coordinate the services of its own consultants with those services provided by the Architect. Upon the Architect's request, the Owner shall furnish copies of the scope of services in the contracts between the Owner and the Owner's consultants. The Owner shall furnish the services of consultants other than those designated as the responsibility of the Architect in this Agreement, or authorize the Architect to furnish them as an Additional Service, when the Architect requests such services and demonstrates that they are reasonably required by the scope of the Project. The Owner shall require that its consultants and contractors maintain insurance, including professional liability insurance, as appropriate to the services or work provided. § 5.9 The Owner shall furnish tests, inspections and reports required by law or the Contract Documents, such as structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous materials. § 5.10 The Owner shall furnish all legal, insurance and accounting services, including auditing services, that may be reasonably necessary at any time for the Project to meet the Owner's needs and interests. § 5.11 The Owner shall provide prompt written notice to the Architect if the Owner becomes aware of any fault or defect in the Project, including errors, omissions or inconsistencies in the Architect's Instruments of Service, and the Init. AIA Document B101 — 2017. Copyright @ 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects,"'AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 15 18:37:49 CT on 0210312023 under Order No.2114344329 which expires on 06/2012023, is not for resale, is licensed for one-time use only, and may only be used in 1 accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail dccinfc@aiacontracts.com. User Notes: CLOUD TEMPLATE 08-21-17 (1667711544) Architect shall have a reasonable time to cure its errors, omissions or inconsistencies as a precondition to any dispute resolution proceedings involving the Owner and the Architect. § 5.12 The Owner shall include the Architect in all communications with the Contractor 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. § 5.13 Before executing the Contract for Construction, the Owner shall coordinate the Architect's duties and responsibilities set forth in the Contract for Construction with the Architect's services set forth in this Agreement. The Owner shall provide the Architect a copy of the executed agreement between the Owner and Contractor, including the General Conditions of the Contract for Construction. § 5.14 The Owner shall provide the Architect access to the Project site prior to commencement of the Work and shall obligate the Contractor to provide the Architect access to the Work wherever it is in preparation or progress. § 5.15 Within 15 days after receipt of a written request from the Architect, the Owner shall furnish the requested information as necessary and relevant for the Architect to evaluate, give notice of, or enforce lien rights. ARTICLE 6 COST OF THE WORK § 6.1 For purposes of this Agreement, the Cost of the Work shall be the total cost to the Owner to construct all elements of the Project designed or specified by the Architect and shall include contractors' general conditions costs, overhead and profit. The Cost of the Work also includes the reasonable value of labor, materials, and equipment, donated to, or otherwise furnished by, the Owner. The Cost of the Work does not include the compensation of the Architect; the costs of the land, rights -of -way, financing, or contingencies for changes in the Work; or other costs that are the responsibility of the Owner. § 6.2 The Owner's budget for the Cost of the Work is provided in Initial Information, and shall be adjusted throughout the Project as required under Sections 5.2, 6.4 and 6.5. Evaluations of the Owner's budget for the Cost of the Work, and the preliminary estimate of the Cost of the Work and updated estimates of the Cost of the Work, prepared by the Architect, represent the Architect's judgment as a design professional. It is recognized, however, that neither the Architect nor the Owner has control over the cost of labor, materials, or equipment; the Contractor's methods of determining bid prices; or competitive bidding, market, or negotiating conditions. Accordingly, the Architect cannot and does not warrant or represent that bids or negotiated prices will not vary from the Owner's budget for the Cost of the Work, or from any estimate of the Cost of the Work, or evaluation, prepared or agreed to by the Architect, § 6.3 In preparing estimates of the Cost of Work, the Architect shall be permitted to include contingencies for design, bidding, and price escalation; to determine what materials, equipment, component systems, and types of construction are to be included in the Contract Documents; to recommend reasonable adjustments in the program and scope of the Project; and to include design alternates as may be necessary to adjust the estimated Cost of the Work to meet the Owner's budget. The Architect's estimate of the Cost of the Work shall be based on current area, volume or similar conceptual estimating techniques. If the Owner requires a detailed estimate of the Cost of the Work, the Architect shall provide such an estimate, if identified as the Architect's responsibility in Section 4.1.1, as a Supplemental Service. § 6.4 If, through no fault of the Architect, the Procurement Phase has not commenced within 90 days after the Architect submits the Construction Documents to the Owner, the Owner's budget for the Cost of the Work shall be adjusted to reflect changes in the general level of prices in the applicable construction market. § 6.5 If at any time the Architect's estimate of the Cost of the Work exceeds the Owner's budget for the Cost of the Work, the Architect shall make appropriate recommendations to the Owner to adjust the Project's size, quality, or budget for the Cost of the Work, and the Owner shall cooperate with the Architect in making such adjustments. § 6.6 If the Owner's budget for the Cost of the Work at the conclusion of the Construction Documents Phase Services is exceeded by the lowest bona fide bid or negotiated proposal, the Owner shall .1 give written approval of an increase in the budget for the Cost of the Work; .2 authorize rebidding or renegotiating of the Project within a reasonable time; Init. AIA Document B1 of —2017, Copyright ® 1974, 197a, 1987, 1097, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AEA Contract Documents" are registered trademarks of The American Institute of Architects, This document was produced at 18:37:49 CT on 02/03/2023 under Order No.2114344329 which expires on 0812012023, is not for resale, Is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: CLOUD TEMPLATE 08-21-17 (1667711544) .3 terminate in accordance with Section 9.5; .4 in consultation with the Architect, revise the Project program, scope, or quality as required to reduce the Cost of the Work; or, .5 implement any other mutually acceptable alternative. § 6.7 If the Owner chooses to proceed under Section 6.6.4, the Architect shall modify the Construction Documents as necessary to comply with the Owner's budget for the Cost of the Work at the conclusion of the Construction Documents Phase Services, or the budget as adjusted under Section 6.6.1. If the Owner requires the Architect to modify the Construction Documents because the lowest bona fide bid or negotiated proposal exceeds the Owner's budget for the Cost of the Work due to market conditions the Architect could not reasonably anticipate, the Owner shall compensate the Architect for the modifications as an Additional Service pursuant to Section 11.3; otherwise the Architect's services for modifying the Construction Documents shall be without additional compensation. In any event, the Architect's modification of the Construction Documents shall be the limit of the Architect's responsibility under this Article 6. ARTICLE 7 COPYRIGHTS AND LICENSES § 7.1 The Architect and the Owner warrant that in transmitting Instruments of Service, or any other information, the transmitting party is the copyright owner of such information or has permission from the copyright owner to transmit such information for its use on the Project. § 7.2 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 shall retain all common law, statutory and other reserved rights, including copyrights. Submission or distribution of Instruments of Service to meet official regulatory requirements or for similar purposes in connection with the Project is not to be construed as publication in derogation of the reserved rights of the Architect and the Architect's consultants. § 7.3 The Architect grants to the Owner a nonexclusive license to use the Architect's Instruments of Service solely and exclusively for purposes of constructing, using, maintaining, altering and adding to the Project, provided that the Owner substantially performs its obligations under this Agreement, including prompt payment of all sums due pursuant to Article 9 and Article 11. The Architect shall obtain similar nonexclusive licenses from the Architect's consultants consistent with this Agreement, The license granted under this section permits the Owner to authorize the Contractor, Subcontractors, Sub -subcontractors, and suppliers, as well as the Owner's consultants and separate contractors, to reproduce applicable portions of the Instruments of Service, subject to any protocols established pursuant to Section 1.3, solely and exclusively for use in performing services or construction for the Project. If the Architect rightfully terminates this Agreement for cause as provided in Section 9.4, the license granted in this Section 7.3 shall terminate. § 7.3.1 In the event the Owner uses the Instruments of Service without retaining the authors of the Instruments of Service, the Owner releases the Architect and Architect's consultant(s) from all claims and causes of action arising from such uses. THE OWNER, TO THE EXTENT PERMITTED BY LAW, FURTHER AGREES TO RELEASE THE ARCHITECT AND ITS CONSULTANTS FROM ALL CLAIMS AND CAUSES OF ACTION (INCLUDING ANY NEGLIGENCE CLAIMS) TO THE EXTENT SUCH COSTS AND EXPENSES ARISE FROM THE OWNER' S USE OF THE INSTRUMENTS OF SERVICE EITHER (A) ON THIS PROJECT WITHOUT RETAINING THE ARCHITECT THAT ARE NOT THE RESULT OF THE ARCHITECT'S BREACH OF THE STANDARD OF CARE OR (B) IN CONNECTION WITH ANY OTHER PROJECT WITHOUT A SEPARATE WRITTEN AGREEMENT WITH THE ARCHITECT. § 7.4 Except for the licenses granted in this Article 7, no other license or right shall be deemed granted or implied under this Agreement. The Owner shall not assign, delegate, sublicense, pledge or otherwise transfer any license granted herein to another party without the prior written agreement of the Architect. Any unauthorized use of the Instruments of Service shall be at the Owner's sole risk and without liability to the Architect and the Architect's consultants. § 7.5 Except as otherwise stated in Section 7.3, the provisions of this Article 7 shall survive the termination of this Agreement. Init. AIA Document 8101 — 2017. Copyright fA 1974, 1978, 1987, 1997, 2007 and 2017, All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AEA Contract Documents" are registered trademarks of The American Institute of Architects, This document was produced at ) 7 18:37:49 CT on 02/03/2023 under Order No.2114344329 which expires on 0812012023, is not for resale, is licensed for one-time use only, and may only be used in 1 accordance with the AIA Contract Documente Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: CLOUD TEMPLATE 08-21-17 (1667711544) ARTICLE 8 CLAIMS AND DISPUTES § 8.1 General § 8.1.1 The Owner and Architect shall commence all claims and causes of action against the other and arising out of or related to this Agreement, whether in contract, tort, or otherwise, in accordance with the requirements of the binding dispute resolution method selected in this 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 Architect waive all claims and causes of action not commenced in accordance with this Section S.1.1. § 8.1.2 To the extent damages are covered by property insurance, the Owner and Architect waive all rights against each other and against the contractors, consultants, agents, and employees of the other for damages, except such rights as they may have to the proceeds of such insurance as set forth in AIA Document A201---2017, General Conditions of the Contract for Construction. The Owner or the Architect, as appropriate, shall require of the contractors, consultants, agents, and employees of any of them, similar waivers in favor of the other parties enumerated herein. § 8.1.3 The Architect and Owner waive special, indirect and consequential damages, including delay damages, for claims, disputes, or other matters in question, arising out of or relating to this Agreement. This mutual waiver is applicable, without limitation, to all special, indirect, and consequential damages due to either party's termination of this Agreement, except as specifically provided in Section 9.7. § 8.1.4 In recognition of the relative risks, rewards, and benefits of the Project to both the Owner and Architect, the risks have been allocated such that the Owner agrees that, to the fullest extent permitted by law, Architect's total liability to the Owner for any and all injuries, claims, losses, expenses, damages, or claim expenses arising out of this Agreement from any cause or causes, whether arising out of contract, tort, negligence, warranty, strict liability or any other legal or equitable theory, shall not exceed $500,000.00 or the amount actually paid by Owner to Architect for Architect's services, whichever is greater. In no event, however, shall the Architect's total liability for any suits or causes of action, including claims for negligence, exceed the Architect's available amount of professional liability insurance. § 8.2 Mediation § 8.2.1 Any claim, dispute or other matter in question arising out of or related to this Agreement shall be subject to mediation as a condition precedent to binding dispute resolution. If such matter relates to -or is the subject of a lien arising out of the Architect's services, the Architect may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by mediation or by binding dispute resolution. § 8.2.2 The Owner and Architect shall endeavor to resolve claims, disputes and other matters in question between them by mediation. A request for mediation shall be made in writing, delivered to the other party to this Agreement, and filed with the person or entity administering the mediation. The request may be made concurrently with the filing of it complaint or other appropriate demand for binding dispute resolution 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. § 8.2.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. § 8.2.4 If the parties do not resolve a dispute through mediation pursuant to this Section 8.2, the method of binding dispute resolution shall be the following: (Check the appropriate box.) [ ] Arbitration pursuant to Section 8.3 of this Agreement [ X ] Litigation in a court of competent jurisdiction [ ] Other: (Specify) Init. AIA Document B101 — 2017. Copyright ® 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 18 18:37:49 CT on 0210312023 under Order No.2114344329 which expires on 08120/2023, is not for resale, is licensed for one-time use only, and may only be used In 1 accordance with the AIA Contract DocumenteP Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: CLOUD TEMPLATE 08-21-17 (1667711544) If the Owner and Architect do not select a method of binding dispute resolution, or do not subsequently agree in writing to a binding dispute resolution method other than litigation, the dispute will be resolved in a court of competent jurisdiction. § 8.3 Arbitration - DELETED (Paragraphs deleted) § 8.4 The provisions of this Article 8 shall survive the termination of this Agreement. ARTICLE 9 TERMINATION OR SUSPENSION § 9.1 If the Owner fails to make payments to the Architect in accordance with this Agreement, such failure shall be considered substantial nonperformance and cause for termination or, at the Architect's option, cause for suspension of performance of services under this Agreement. If the Architect elects to suspend services, the Architect shall give seven days' written notice to the Owner before suspending services. In the event of a suspension of services, the Architect shall have no liability to the Owner for delay or damage caused the Owner because of such suspension of services. Before resuming services, the Owner shall pay the Architect all sums due prior to suspension and any expenses incurred in the interruption and resumption of the Architect's services. The Architect's fees for the remaining services and the time schedules shall be equitably adjusted, § 9.2 If the Owner suspends the Project, the Architect shall be compensated for services performed prior to notice of such suspension. When the Project is resumed, the Architect shall be compensated for expenses incurred in the interruption and resumption of the Architect's services. The Architect's fees for the remaining services and the time schedules shall be equitably adjusted. § 9.3 If the Owner suspends the Project for more than 90 cumulative days for reasons other than the fault of the Architect, the Architect may terminate this Agreement by giving not less than seven days' written notice. § 9.4 Either party may terminate this Agreement upon not less than seven days' written notice should the other party fail substantially to perform in accordance with the terms of this Agreement through no fault of the party initiating the termination. § 9.5 The Owner may terminate this Agreement upon not less than seven days' written notice to the Architect for the Owner's convenience and without cause. § 9.6 If the Owner terminates this Agreement for its convenience pursuant to Section 9.5, or the Architect terminates this Agreement pursuant to Section 9.3, the Owner shall compensate the Architect for services performed prior to termination, Reimbursable Expenses incurred, and costs attributable to termination, including the costs attributable to the Architect's termination of consultant agreements. § 9.7 In addition to any amounts paid under Section 9.6, if the Owner terminates this Agreement for its convenience pursuant to Section 9.5, or the Architect terminates this Agreement pursuant to Section 9.3, the Owner shall pay to the Architect the following fees: (Set forth below the amount of any termination or licensing fee, or the method for determining any termination or licensing fee) .1 Termination Fee: .2 Licensing Fee if the Owner intends to continue using the Architect's Instruments of Service: § 9.8 Except as otherwise expressly provided herein, this Agreement shall terminate one year from the date of Substantial Completion. Init AIA Document B101 — 2017. Copyright ® 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and 'AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 9 18:37:49 CT on 02103/2023 under Order No.2114344329 which expires on 0812012023, is not for resale, is licensed for one-time use only, and may only be used in t accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail decinfo@aiacontracts.com. User Notes: CLOUt7 TEMPLATE 08-21-17 (1667711544) § 9.9 The Owner's rights to use the Architect's Instruments of Service in the event of a termination of this Agreement are set forth in Article 7 and Section 9.7. ARTICLE 10 MISCELLANEOUS PROVISIONS § 10.1 This Agreement shall be governed by the law of the place where the Project is located, excluding that jurisdiction's choice of law rules. If the parties have selected arbitration as the method of binding dispute resolution, the Federal Arbitration Act shall govern Section 8.3. § 10.2 Terms in this Agreement shall have the same meaning as those in AIA Document A201-2017, General Conditions of the Contract for Construction, § 10.3 The Owner and Architect, respectively, bind themselves, their agents, successors, assigns, and legal representatives to this Agreement. Neither the Owner nor the Architect 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, including any payments due to the Architect by the Owner prior to the assignment. § 10.4 If the Owner requests the Architect to execute certificates, the proposed language of such certificates shall be submitted to the Architect for review at least 14 days prior to the requested dates of execution. If the Owner requests the Architect to execute consents reasonably required to facilitate assignment to a lender, the Architect shall execute all such consents that are consistent with this Agreement, provided the proposed consent is submitted to the Architect for review at least 14 days prior to execution. The Architect shall not be required to execute certificates or consents that would require knowledge, services, or responsibilities beyond the scope of this Agreement. § 10.5 Nothing contained in this Agreement shall create a contractual relationship with, or a cause of action in favor of, a third party against either the Owner or Architect. § 10.6 Unless otherwise required in this Agreement, the Architect shall have no responsibility for the discovery, presence, handling, removal or disposal of, or exposure of persons to, hazardous materials or toxic substances in any form at the Project site. OWNER AGREES, TO THE FULLEST EXTENT PERMITTED BY LAW TO RELEASE ARCHITECT FROM AND AGAINST ANY AND ALL CLAIMS ARISING OUT OF THE DETECTION, PRESENCE, HANDLING, REMOVAL, ABATEMENT, OR DISPOSAL OF ANY ASBESTOS OR HAZARDOUS OR TOXIC SUBSTANCES THAT EXIST ON OR ADJACENT TO THE PROTECT SITE. § 10.7 The Architect shall have the right to include photographic or artistic representations of the design of the Project among the Architect's promotional and professional materials. The Architect shall be given reasonable access to the completed Project to make such representations, However, the Architect's materials shall not include the Owner's confidential or proprietary information if the Owner has previously advised the Architect in writing of the specific information considered by the Owner to be confidential or proprietary. The Owner shall provide professional credit for the Architect in the Owner's promotional materials for the Project. This Section 10.7 shall survive the termination of this Agreement unless the Owner terminates this Agreement for cause pursuant to Section 9A. § 10.8 If the Architect or Owner receives information specifically designated as "confidential" or "business proprietary," the receiving party shall keep such information strictly confidential and shall not disclose it to any other person except as set forth in Section 10.8.1. This Section 10.8 shall survive the termination of this Agreement. § 10.8.1 The receiving party may disclose "confidential" or "business proprietary" information after 7 days' notice to the other party, when required by law, arbitrator's order, or court order, including a subpoena or other form of compulsory legal process issued by a court or governmental entity, or to the extent such information is reasonably necessary for the receiving party to defend itself in any dispute. The receiving party may also disclose such information to its employees, consultants, or contractors in order to perform services or work solely and exclusively for the Project, provided those employees, consultants and contractors are subject to the restrictions on the disclosure and use of such information as set forth in this Section 10.8. [nit. AIA Document B101 —2017. Copyright@ 1974. 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," °American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 20 18:37:49 CT on 0210312023 under Order No.2774344329 which expires on 0812012023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Decumentse Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts,com. User Notes: CLOUD TEMPLATE 08-21-17 (1867711544) § 10.9 The invalidity of any provision of the Agreement shall not invalidate the Agreement or its remaining provisions. If it is determined that any provision of the Agreement 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 Agreement shall be construed, to the fullest extent permitted by law, to give effect to the parties' intentions and purposes in executing the Agreement. ARTICLE 11 COMPENSATION § 11.1 For the Architect's Basic Services described under Article 3, the Owner shall compensate the Architect as follows: Stipulated Sum (Insert amount) .2 Percentage Basis (Insert amount) Seven point five (7.5 ) % of the Owner's budget for the Cost of the Work, as calculated in accordance with Section 11.6. The Estimated Construction Cost for this project is $1,000,000. The Fee for Basic Services shall be 7.5% of the Cost of Work which equals $75,000. .3 Other (Describe the method of compensation) § 11.2 For the Architect's Supplemental Services designated in Section 4.1.1 and for any Sustainability Services required pursuant to Section 4.1.3, the Owner shall compensate the Architect as follows: (Insert amount of, or basis far, compensation. If necessary, list specific services to which particular methods of compensation apply.) Not Applicable § 11.3 For Additional Services that may arise during the course of the Project, including those under Section 4.2, the Owner shall compensate the Architect as follows: (Insert amount of, or basis for, compensation.) As agreed between the parties in writing, executed prior to the Architect beginning performances of the Additional Services. § 11.4 Compensation for Supplemental and Additional Services of the Architect's consultants when not included in Section 11.2 or 11.3, shall be the amount invoiced to the Architect plus ten percent ( 10%), or as follows: (Insert amount of, or basis for computing, Architect's consultants' compensation for Supplemental or Additional Services.) § 11.5 When compensation for Basic Services is based on a stipulated sum or a percentage basis, the proportion of compensation for each phase of services shall be as follows: (Row deleted) Design Development Phase twenty-five percent ( 25 %) Construction Documents forty percent ( 40 %) Phase Init. AIA Document B101 —2017. Copyright® 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects,' "AIA,' the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 21 18:37:49 CT on 02/03/2023 under Order No.2114344329 which expires on 08/20/2023, is not for resale, is licensed for one-time use only, and may only be used in t accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@alacontracts.com. Usor Notos: CLOUD TEMPLATE 08-21-17 (1667711544) Procurement Phase Construction Phase five percent ( 5 %) thirty percent ( 30 %) Total Basic Compensation one hundred percent ( 100 %) § 11.6 When compensation identified in Section 11.1 is on a percentage basis, progress payments for each phase of Basic Services shall be calculated by multiplying the percentages identified in this Article by the Owner's most recent budget for the Cost of the Work. Compensation paid in previous progress payments shall not be adjusted based on subsequent updates to the Owner's budget for the Cost of the Work. § 11.6.1 When compensation is on a percentage basis and any portions of the Project are deleted or otherwise not constructed, compensation for those portions of the Project shall be payable to the extent services are performed on those portions. The Architect shall be entitled to compensation in accordance with this Agreement for all services performed whether or not the Construction Phase is commenced. § 11.7 The hourly billing rates for services of the Architect and the Architect's consultants are set forth below. The rates shall be adjusted in accordance with the Architect's and Architect's consultants' normal review practices. (If applicable, attach an exhibit of hourly billing rates or insert them below) Refer Hourly Rates listed in the Architect's Fee Proposal dated 06.30.2022. Employee or Category Rate ($0,00) § 11.8 Compensation for Reimbursable Expenses § 11.8.1 Reimbursable Expenses are in addition to compensation for Basic, Supplemental, and Additional Services and include expenses incurred by the Architect and the Architect's consultants directly related to the Project, as follows: .1 Transportation and authorized out-of-town travel and subsistence; .2 Long distance services, dedicated data and communication services, teleconferences, Project web sites, and extranets; .3 Permitting and other fees required by authorities having jurisdiction over the Project; .4 Printing, reproductions, plots, and standard form documents; .5 Postage, handling, and delivery; .6 Expense of overtime work requiring higher than regular rates, if authorized in advance by the Owner; .7 Renderings, physical models, mock-ups, professional photography, and presentation materials requested by the Owner or required for the Project; .8 If required by the Owner, and with the Owner's prior written approval, the Architect's consultants' expenses of professional liability insurance dedicated exclusively to this Project, or the expense of additional insurance coverage or limits in excess of that normally maintained by the Architect's consultants; .9 All taxes levied on professional services and on reimbursable expenses; .10 Site office expenses; .11 Registration fees and any other fees charged by the Certifying Authority or by other entities as necessary to achieve the Sustainable Objective; and, .12 Other similar Project -related expenditures. § 11.8.2 For Reimbursable Expenses the compensation shall be the expenses incurred by the Architect and the Architect's consultants plus zero percent ( 0 %) of the expenses incurred. § 11.9 Architect's Insurance. If the types and limits of coverage required in Section 2.5 are in addition to the types and limits the Architect normally maintains, the Owner shall pay the Architect for the additional costs incurred by the Architect for the additional coverages as set forth below: (Insert the additional coverages the Architect is required to obtain in order to satisfy the requirements set forth in Section 2.5, and for which the Owner shall reimburse the Architect) Init. AIA Document B101 — 2017. Copyright 0 1974, 1978, 1987. 1997, 2007 and 2017. All rights reserved. 'The American Institute of Architects,' "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents' are registered trademarks of The American Institute of Architects. This document was produced at 22 18:37:49 CT on 0210312023 under Order N0.2114344329 which expires on 08/20/2023, is not for resale, is I[censed for one-time use only, and may only be used in t accordance with the AIA Contract Documents® Terms of Service, To report copyright violations, e-mail dccinfo@aiacantfacts.com. User Notes; CLOUD TEMPLATE 08-21-17 (1667711544) § 11.10 Payments to the Architect § 11.10.1 Initial Payments § 11.10.1.1 An initial payment of zero 10 ) shall be made upon execution of this Agreement and is the minimum payment under this Agreement. It shall be credited to the Owner's account in the final invoice. § 11.10.1.2 If a Sustainability Certification is part of the Sustainable Objective, an initial payment to the Architect of zero ($ 0 ) shall be made upon execution of this Agreement for registration fees and other fees payable to the Certifying Authority and necessary to achieve the Sustainability Certification. The Architect's payments to the Certifying Authority shall be credited to the Owner's account at the time the expense is incurred. § 11.10.2 Progress Payments § 11.10.2.1 Unless otherwise agreed, payments for services shall be made monthly in proportion to services performed. Payments are due and payable upon presentation of the Architect's undisputed invoice. Amounts unpaid thirty ( 30 ) days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Architect. (Paragraphs deleted') § 11.10.2.2 The Owner shall not withhold amounts from the Architect's compensation to impose a penalty or liquidated damages on the Architect, or to offset sums requested by or paid to contractors for the cost of changes in the Work, unless the Architect agrees or has been found liable for the amounts in a binding dispute resolution proceeding, § 11.10.2.3 Records of Reimbursable Expenses, expenses pertaining to Additional Services, and services performed on the basis of hourly rates shall be available to the Owner at mutually convenient times. § 11.10.2.5 The Owner shall make final payment for services upon receipt of the Architect's undisputed final invoice. Acceptance of the Owner's final payment shall constitute a full and complete release of Owner from any and all claims for payments made by the Owner. ARTICLE 12 SPECIAL TERMS AND CONDITIONS Special terms and conditions that modify this Agreement are as follows: (Include other terms and conditions applicable to this Agreement.) Not Applicable ARTICLE 13 SCOPE OF THE AGREEMENT § 13.1 This Agreement represents the entire and integrated agreement between the Owner and the Architect and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both the Owner and Architect. § 13.2 This Agreement is comprised of the following documents identified below: .1 AIA Document B 1 O1T'I —2017, Standard Form Agreement Between Owner and Architect .2 AIA Document E203Tm-2013, Building Information Modeling and Digital Data Exhibit, dated as indicated below: (Insert the date of the E203-2013 incorporated into this agreement) .3 Exhibits: (Check the appropriate box for any exhibits incorporated into this Agreement.) [ ] AIA Document E204T111-2017, Sustainable Projects Exhibit, dated as indicated below: (Insert the date of the E204-2017 incorporated into this agreement) [nit. AIA Document B1o1 — 2017, Copyright m 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," 'Ali the AIA Logo, and "AJA Contract Documents' are registered trademarks of The American Institute of Architects. This document was produced at 23 18:37:49 CT on 0210312023 under Order No.2114344329 which expires on 0812012023, is not for resale, is licensed for one-time use only, and may only be used in t accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: CLOUD TEMPLATE 08-21-17 (1667711544) Other Exhibits incorporated into this Agreement: (Clearly identify any other exhibits incorporated into this Agreement, including any exhibits and scopes of services identified as exhibits in Section 4.1.2) .4 Other documents: (List other documents, if any, forming part of the Agreement) Architect Fee Proposal dated 06.30,2022 This Agreement entered into as of the day and year first written above. OWNER (Signature) ARCHITECT ignature) Sean Kilbride, Mayor Patrick Glenn, Partner I Managing Principal (Printed name, title) (Printed name, title, and license number, if required) Init. AIA Document B101 -- 2017. Copyright © 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved. 'The American Institute of Architects,' "American Institute of Architects,"!AIA," the AIA Logo, and 'AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 24 18:37:49 CT on 0210312023 under Order No.2114344329 which expires on 0812012023, is not for resale, is licensed for one-time use only, and may only be used in i accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo a@aiacontracts.com. User Notes: CLOUD TEMPLATE. 08-21-17 (1667711544) Additions and Deletions Report for AIA 0 Document B 10 10 - 2017 This Additions and Deletions Report, as defined on page 1 of the associated document, reproduces below all text the author has added to the standard form AIA document in order to complete it, as well as any text the author may have added to or deleted from the original AIA text. Added text is shown underlined. Deleted text is indicated with a horizontal line through the original AIA text. Note: This Additions and Deletions Report is provided for information purposes only and is not incorporated into or constitute any part of the associated AIA document. This Additions and Deletions Report and Its associated document were generated simultaneously by AIA software at 18:37:49 CT on 02103/2023. PAGE AGREEMENT made as of the 01 day of February in the year 2023 The Town of Westlake I Westlake Academy 2600 JT Ottinaer Westlake, Texas 76262 GlendPartners, PLLC 5646 Milton Street, Suite 426 Dallas, Texas 73206 P: 469.930.7655 Westlake Academy I Gymnasium Building Improvements 2600 JT Ottinger Westlake Texas 76262 PAGE 2 The following items are to be included in the project: Gym Building: Gymnasium „(7,750 sf): • Replace bleachers. • Explore opportunities to integrate PTO storage. • Improve acoustics., • Replace light fixtures in Gym with LED fixtures. • Replace scoreboard. • Consider options to increase storage room size. • Consider additional volleyball standards to allow for 2 courts in use. • Explore alternate solution for concessions. Locker Rooms (700 sf). • Explore alternate drinking fountain solution • Remove existina showers and reconfigure Toilet Rooms to increase team area "halftime space"). • Update all Locker Room finishes. • Update Locker Room G hg tin& • Potentially increasingdining ining area located on lower level. Public Restrooms (450 sf): Additions and Deletions Report for AIA Document B101 —2017. Copyright@ 1974, 1978, 1987, 1997, 2007 and 2017. All rights reserved, "The American Institute of Architects," "American Institute of Architects," 'AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 18:37:49 CT on 02103/2023 under Order No.2114344329 which expires on OB/2012023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract DocumentsP Terms of Service. To report copyright violations, e-mail docinfc@aiacontracts.com. User Notes: CLOUD TEMPLATE 06-21-17 (1667711544) • Update all finishes. • Update lighting. PAGE 1 000 000 06.09.2022 through 12.31.2022 03.01.2023, subject to change 08.04.2023, subject to change 09.01.2023 final completion, subject to change Construction Manager at Risk Not Applicable Troy Meyer The Town of Westlake I Westlake Aeademy 2600 JT Ottinger Westlake Texas 76262 P: 817.490.5735 PAGE 4 Not Applicable .3—.2 Other, if any: Material Testine Test and Balance Commissionine Additions and Deletions Report for AIA Document B101 — 2017. Copyright (P 1974, 197B, 1987. 1997, 2007 and 2017>. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents' are trademarks of The American Institute of Architects. This 2 draft was produced at 18:37:49 CT on 02/03/2023 under Order No.2114344329 which expires on 0812012023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: CLOUD TEMPLATE 08-21-17 (1667711544) Patrick Glenn, AIA GlennIPartners, PLLC 5646 Milton Street, Suite 426 Dallas, Texas 75206 P: 469.930.7655 Thomas Campbell Alpha Consulting Engineers 4975 Preston Park Blvd., Suite 64OW Plano, Texas 75093 P: 469,209.0762 PAGE 5 Mike Clendenin EMA Engineering and Consulting Inc. 328 S. Broadway Avenue Tyler, Texas 75702 903.581.2677 Electrical Engineer: Mike Clendenin EMA Engineering and Consulting, Inc. 328 S. Broadway Avenue Tyler, Texas 75702 903.581.2677 .4 Technology Consultant: Mike Clendenin BMA Engineering and Consulting Inc. 328 S, Broadway Avenue Tyler, Texas 75702 903,581.2677 None None PAGE § 2.2 The Architect shall perform its services consistent with the professional skill and care ordinarily provided by architects practicing in the Projeet.under the same or similar circumstances and professional license, as codified in Texas Civil Practice & Remedies Code section 130.0O21(a), hereinafter referred to as the "Standard of Care." In accordance with Texas Civil Practice & Remedies Code section 130.0021O and notwithstanding anything in this Agreement to the contrary__, -___any other provision establishing a different standard of Care other than the standard described by Texas Civil Practice & Remedies Code section 130.0O21La) shall be void and unenforceable and the Standard of Care shall instead apply to the Architect's performance of its services. Additions and Deletions Report for AIA Document 8101 — 2017. Copyright m 11974, 1978, 1987, 1997, 2007 and 2017>. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA,' the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This 3 draft was produced at 18:37:49 CT on 0210312023 under Order No.2114344329 which expires on 0812012023, is not for resale, Is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: CLOUD TEMPLATE 08-21-17 (1667711544) § 2.5.1 Commercial General Liability with policy limits of not less than one million ($ 1 000,000) for each occurrence and two million ($ 2,000,000 in the aggregate for bodily injury and property damage. § 2.5.2 Automobile Liability covering vehicles owned, and non -owned vehicles used, by the Architect with policy limits of not less than one million ($ $1,000, 000 ) per accident for bodily injury, death of any person, and property damage arising out of the ownership, maintenance and use of those motor vehicles, along with any other statutorily required automobile coverage. § 2.5.5 Employers' Liability with policy limits not less than one million ($ 1,000,000 ) each accident, one million ($ 1,000,000 ) each employee, and one million ($ 1 00, 0,000 ) policy limit. § 2.5.6 Professional Liability covering negligent acts, errors and omissions in the performance of professional services with policy limits of not less than one million ($ 1.000,000) per claim and two million ($ 2,000,000) in the aggregate. § 3.1 The Architect's Basic Services consist of those described in this Article 3 and include gal -ands . the structural, mechanical, and electrical engineering services set forth in this Article 3 and, where provided, in the attached Exhibits to this Agreement. Services not set forth in this Article 3 are Supplemental or Additional Services. PAGE 7 § 3.1.2 The Architect shall coordinate its services with those services provided by the Owner and the Owner's consultants, in all events, however, Architect's coordination of its services with Owner's and Contractor's subcontractors or consultants shall be limited to that necessary for consistency of Architect's documents with those of such subcontractors or consultants. The Architect shall be entitled to rely on, and shall not be responsible for, the accuracy, completeness, and timeliness of, services and information furnished by the Owner and the Owner's consultants and the Contractor and its subcontractors and consultants. The Architect shall provide prompt written notice to the Owner if the Architect becomes aware of any error, omission, or inconsistency in such services er infarmatiewor information, and the Architect may suspend its services (without penalty and is not liable for any damages during such suspension) until such error, omission, or inconsistency is corrected by Owner or Owner's consultants or contractors. Notwithstanding anything herein to the contrary, however, Architect is not required to, verify the accuracy or completeness of any information furnished by the Owner, the Owner's consultants, or third -parties with whom the Architect has no contract or does not have the ability to direct or control, § 3.1.3 As soon as practicable after the date of this Agreement, the Architect shall submit for the Owner's approval a schedule for the performance of the Architect's services. The schedule initially shall include anticipated dates for the commencement of construction and for Substantial Completion of the Work as set forth in the Initial Information. The schedule shall include allowances for periods of time required for the Owner's review, for the performance of the Owner's consultants, and for approval of submissions by authorities having jurisdiction over the Project. Once approved by the Owner, time limits established by the schedule shall not, except for reasonable cause, be exceeded by the Architect or Owner. With the Owner's approval, the Architect shall adjust the schedule, if necessary, as the Project proceeds until the commencement of construction. Notwithstanding anything herein to the contrary, Owner acknowledges and agrees that an_y schedule for the provision of Architect's services is an estimate, which may be modified or adjusted due to review by consultants, review and approval of submissions by authorities having jurisdiction over the Project, changes in the scope of the Project, and or delays by the Owner and/or Contractor. Architect shall have no liability for any such delays. Addltiens and Deletions Report for AIA Document B101 —2017. Copyright®1974, 1978, 1987, 1997, 2007 and 2017>. All rights reserved. 'The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and 'AIA Contract Documents" are trademarks of The American Institute of Architects, This 4 draft was produced at 18:37:49 CT on 02/03/2023 under Order No.2114344329 which expires on 08/20/2023, is not for resale, is licensed for one-time use only, and may only be used In accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.eom, User Notes. CLOUD TEMPLATE 08-21-17 (1867711644) § 3.2.2 The Architect shall prepare a preliminary evaluation of the Owner's program, schedule, budget for the Cost of the Work, Project site, the proposed procurement and delivery method, and other Initial Information, each in terms of the other, to ascertain the requirements of the Project, The Architect shall notify the Owner of (1) any inconsistencies discovered in the information, and (2) other information or consulting services #i4- hat, in its professional opinion, may be reasonably needed for the Project. PAGE 8 3.2.6 The Architect shall submit to the Owner an estimate of the Cost of the Work prepared in accordance with Section 6.3. PAGE § 3.6.1.2 The Architect shall advise and consult with the Owner during the Construction Phase Services. The Architect shall have authority to act on behalf of the Owner only to the extent provided in this Agreement. The Architect shall not have control over, charge of, or responsibility for the construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, nor shall the Architect be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. The Architect shall be responsible for the Architect's negligent ets o of the Standard of Care. but shall not have control over or charge of, and shall not be responsible for, acts or omissions of the Contractor or of any other persons or entities performing portions of the Work. PAGE 10 § 3.6.2.1 The Architect shall visit the site at intervals appropriate to the stage of construction, or as otherwise required in Section 4.2.3, 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 shall not be required to make exhaustive or continuous on -site inspections to check the quality or quantity of the Work. Architect's site observation visits do not relieve the Contractor of the obligation to perform work in accordance with the Contract Documents. On the basis of the site visits, the Architect shall 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. PAGE 11 § 3.6.4.4 Subject to Section 4.2, the Architect shall review and respond to requests for information about the Contract Documents. The Architect shall set forth, in the Contract Documents, the requirements for requests for information. Requests for information shall include, at a minimum, a detailed written statement that indicates the specific Drawings or Specifications in need of clarification and the nature of the clarification requested. The Architect's response to such requests shall be made in writing within any time limits agreed upon, or otherwise with reasonable promptness. If appropriate, the Architect shall prepare and issue supplemental Drawings and Specifications in response to the requests for information. If Architect responds to a request for information not prepared in accordance with the requirements of the Contract Documents or to a request for information where such information is available from careful review of the Contract Documents, the Architect is entitled to additional compensation as Additional Services. PAGE12 4.1.1.1 Programming Architect 4.1.1.2 Multiple preliminary designs Architect 4.1.1.3 Measured drawings Architect 4.1.1.4 Existing facilities surveys / Field Verification Architect 4.1.1.5 Site evaluation and planning Architect § 4.1.1.6 Building Information Model management responsibilities Architect Additions and Deletions Report for AIA Document B101 -- 2017. Copyright ®1974, 1976, 1987, 1997, 2007 and 2017>. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This draft was produced at 18:37:49 CT on 02/03/2023 under Order No.2114344329 which expires on 0812012023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: CLOUD TEMPLATE 08-21-17 (1667711544) § 4.1.1.7 Development of Building Information Models for post construction use Architect 4,1,1.8 Civil engineering Not Provided 4.1.1.9 Landscape design Not Provided 4.1.1.10 Architectural interior design Architect 4.1.1.11 Value analysis Not Provided § 4.1.1.12 Detailed cost estimating beyond that required in Section 6.3 Not Provided 4.1.1.13 On -site project representation Not Provided 4.1.1.14 Conformed documents for construction Architect 4.1.1.15 As -designed record drawings Architect 4.1.1.16 As -constructed record drawings Not Provided 4.1.1.17 Post -occupancy evaluation Not Provided 4.1.1.18 Facility support services Not Provided 4.1.1.19 Tenant -related services Not Provided § 4.1.1.20 Architect's coordination of the Owner's consultants Architect 4.1.1.21 Telecommunications/data design Architect 4.1.1.22 Security evaluation and planning Not Provided 4.1.1.23 Commissioning Not Provided § 4.1.1.24 Sustainable Project Services pursuant to Section 4.1.3 Not Provided 4.1.1.25 Fast -track design services Not Provided 4.1.1.26 Multiple bid packages Not Provided 4.1.1.27 Historic preservation Not Provided 4.1.1.28 Furniture, furnishings, and equipment design Not Provided 4.1.1.29 Other services provided by sped*y Consultants Not Provided PAGE 13 Not Applicable Not Applicable § 4.2.1 Upon recognizing the need to perform the following Additional Services, the Architect shall notify the Owner with reasonable promptness and explain the facts and circumstances giving rise to the need. The Architect shall not Additions and Deletions Report for AIA Document D101 — 2017. Copyright 9)1974, 1978, 1987, 1997. 2007 and 2017s. All rights reserved. "The American Institute of Architects," "American Institute of Architects," 'AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This s draft was produced at 18:37:49 CT en 02/03/2023 under Order No.2114344329 which expires on 0812012023, Is not for resale, is licensed for one-time use only, and may only he used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: CLOUD TEMPLATE 08-21-17 (1667711544) proceed to provide the following Additional Services until the Architect receives the Owner's written authorization and shall not be responsible for providing these services without the Owner's written authorization: J Services necessitated by a change in the Initial Information, previous instructions or approvals given by the Owner, or a material change in the Project including size, quality, complexity, or the Owner's schedule or budget for Cost of the Work, or procurement or delivery method; PAGE 14 Changing or editing previously prepared Instruments of Service necessitated by official interpretations of applicable codes, laws or regulations that are either (a) contrary to specific interpretations by the applicable authorities having jurisdiction made prior to the issuance of the building permit, or (b) contrary to requirements of the Instruments of Service when those Instruments of Service were prepared in accordance with the ;Standard of Care; .1 Two (2 ) reviews of each Shop Drawing, Product Data item, sample and similar submittals of the Contractor .2 {-+-Weekly visits to the site by the Architect during construction .3 Two 2 ) inspections for any portion of the Work to determine whether such portion of the Work is substantially complete in accordance with the requirements of the Contract Documents .4 (--Two 2 inspections for any portion of the Work to determine final completion. PAGE 15 § 4.2.5 If the services covered by this Agreement have not been completed within twelve ( 1.2) months of the date of this Agreement, through no fault of the Architect, extension of the Architect's services beyond that time shall be compensated as Additional Services. § 5.11 The Owner shall provide prompt written notice to the Architect if the Owner becomes aware of any fault or defect in the Project, including errors, omissions or inconsistencies in the Architect's Instruments ofSafise Service, and the Architect shall have a reasonable time to cure its errors, omissions or inconsistencies as a precondition to anv dispute resolution proceedings involving the Owner and the Architect. PAGE 17 § 7.3.1 In the event the Owner uses the Instruments of Service without retaining the authors of the Instruments of Service, the Owner releases the Architect and Architect's consultant(s) from all claims and causes of action arising from such uses. teminates this Agreement+:,. cause uRdev co,.4e o,n,THE OWNER, TO THE EXTENT PERMITTED BY LAW, FURTHER AGREES TO RELEASE THE ARCHITECT AND ITS CONSULTANTS FROM ALL CLAIMS AND CAUSES OF ACTION (INCLUDING ANY NEGLIGENCE CLAIMS) TO THE EXTENT SUCH COSTS AND EXPENSES ARISE FROM THE OWNER'S USE OF THE INSTRUMENTS OF SERVICE EITHER A ON THIS PROJECT WITHOUT RETAINING TIIE ARCHITECT THAT ARE NOT THE RESULT OF THE ARCHITECT'S BREACH OF THE STANDARD OF CARE OR (B) IN CONNECTION WITH ANY OTHER PROJECT WITHOUT A SEPARATE WRITTEN AGREEMENT WITH THE ARCHITECT. PAGE 18 § 8,13 The Architect and Owner waive eensequential damages special, indirect and consequential damages, including deladamages, for claims, disputes, or other matters in question, arising out of or relating to this Agreement. This mutual waiver is applicable, without limitation, to all special, indirect, and consequential damages due to either party's termination of this Agreement, except as specifically provided in Section 9.7. Additions and Deletions Report for AIA Document [3101 — 2017. Copyright® 1974, 1978. 1987, 1997. 2007 and 2017?. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This 7 draft was produced at 18:37:49 CT on 02/03/2023 under Order No.2114344329 which expires on 08120/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: CLOUD TEMPLATE 06-21-17 (1667711544) $.1.4 In recognition of the relative risks rewards and benefits of the Project to both the Owner and Architect the risks have been allocated such that the Owner agrees that, to the fullest extent permitted by law, Architect's total liability to the Owner for any and all injuries, claims, losses, expenses, damages, or claim expenses arising out of this Agreement from any cause or causes, whether arising out of contract, tort, negligence, warranty, strict liability or any other legal or equitable theory, shall not exceed $500,000.00 or the amount, actually paid by Owner to Architect for Architect's services, whichever is greater. In no event, however, shall the Architect's total liability for any suits or causes of action, including claims for net~ligence, exceed the Architect's available amount of professional liability insurance. § 8.2.2 The Owner and Architect shall endeavor to resolve claims, disputes and other matters in question between them by medialies, whieh, unless the paftieS HH1WHIly agFee 8theFWi9e, shall be adminisier-ed by the Ame&Effi AgreemeRt. A request for mediation shall be made in writing, delivered to the other party to this Agreement, and filed with the person or entity administering the mediation. The request may be made concurrently with the filing of a complaint or other appropriate demand for binding dispute resolution 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. 4 n„l.;t.,eter(s) and tipoi4whed„le fer WeF pr- eeediag [ 2 ] Litigation in a court of competent jurisdiction PAGE 19 § 8.3 Arbitration -DELETED _........ .....t.»....._ ., ............_...... �................. .,,...b ..».....,..,..»...» .......... , mob...,......... „».,�.,......., ., ......... ...,,.,...,,...,� � be by f shall administefed da4e !his Agr-eefnek. A demand fer- be in deliveFed to &@ to of .Agreement, and § 8.3.1.1 A demand afbitratieft shall f4l ed with the per -son or-t; e„t, .,d,.,iniste. f@F be made writing, ing the arbit....tiefl than oth@r the filing paFty fef bu� in arbitration shall made se it be the dke eafliff eaneur-refitly �he institutien legal with EW a FeqUeSt , based the no event sha4l madO afteF W4ien ef of: equitable pfeeeedings on elaiffl, demand for- by the the Aitwies pufpeses, feeeipt Genstittite the institutie" afa writteft aFWFatien person or entity based the administefing dispute shall in 0�lega:l or equitable pmeeedings an el,aim, OF ether ma#eF qua4ioa. eensented to by to this pwties .,1;,.able law in § 8.3.4.1 Either- any .rt ha i '„dietien thereef at its so!@ diseretion, may oenselid;#@ !his AgFeemeRt paFty, an arbitration ee"dueted tinder wM any peFmitse ; 4 its diseretion, inelude by involve party, sale may joinder pefsem or entities substaMially Additions and Deletions Reportfor AIA Document B101 -- 2017. Copyright ® 1974, 1978, 1987, 1997, 2007 and 2017>. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This $ draft was produced at 18:37:49 CT on 02/03/2023 under Order No.2114344329 which expires on 08/20/2023. is notfor resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: CLOUD TEMPLATE DB-21-17 (1667711544) PAGE 20 § 10.6 Unless otherwise required in this Agreement, the Architect shall have no responsibility for the discovery, presence, handling, removal or disposal of, or exposure of persons to, hazardous materials or toxic substances in any form at the Project site. OWNER AGREES TO THE FULLEST EXTENT PERMITTED BY LAW TO RELEASE ARCHITECT FROM AND AGAINST ANY AND ALL CLAIMS ARISING OUT OF THE DETECTION, PRESENCE, HANDLING, REMOVAL, ABATEMENT, OR DISPOSAL OF ANY ASBESTOS OR HAZARDOUS OR TOXIC SUBSTANCES THAT EXIST ON OR ADJACENT TO THE PROJECT SITE. PAGE 21 (Insert ..,,,,, ent ,9 , rr,.,, i mount �-3even point five (7.5 Ji % of the Owner's budget for the Cost of the Work, as calculated in accordance with Section 11.6. The Estimated Construction Cost for this project is $1,000,000. The Fee for Basic Services shall be 7.5% of the Cost of Work which equals $75,000, Not Applicable As agreed between the parties_ in writing;, executed prior to the Architect beginning performances of the Additional Services. § 11.4 Compensation for Supplemental and Additional Services of the Architect's consultants when not included in Section 11.2 or 11.3, shall be the amount invoiced to the Architect plus ten percent (° , 10% or as follows: 444 Design Development Phase twenty-five percent ( 25 %) Construction Documents ff� percent ( 40 %) Phase Procurement Phase five percent ( 5 %) Construction Phase thirty percent ( 30 %) PAGE 22 Refer Hourly Rates listed in the Architect's Fee Proposal dated 06.30.2022, § 11.8.2 For Reimbursable Expenses the compensation shall be the expenses incurred by the Architect and the Architect's consultants plus zero percent (0 %) of the expenses incurred. PAGE 23 Additions and Deletions Report for AIA Document B101--2017. Ccpyright®1974, 1978, 1987, 1997, 2007 and 2017>. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This 9 draft was produced at 18:37:49 CT on 0210312023 under Order No.2114344329 which expires on 08/2012023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: CLOUD TEMPLATE 08-21-17 (1667711544) § 11.10.1.1 An initial payment of zero ($ 0) shall be made upon execution of this Agreement and is the minimum payment under this Agreement. It shall be credited to the Owner's account in the final invoice. § 11,10.1.2 If a Sustainability Certification is part of the Sustainable Objective, an initial payment to the Architect of zero ($ 0) shall be made upon execution of this Agreement for registration fees and other fees payable to the Certifying Authority and necessary to achieve the Sustainability Certification. The Architect's payments to the Certifying Authority shall be credited to the Owner's account at the time the expense is incurred. § 11.10.2.1 Unless otherwise agreed, payments for services shall be made monthly in proportion to services performed. Payments are due and payable upon presentation of the Architect's undisputed invoice. Amounts unpaid thirty QD days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Architect. § 11.10.2.3 Records of Reimbursable Expenses, expenses pertaining to ,Supplemea6al-QEtd-Additional Services, and services performed on the basis of hourly rates shall be available to the Owner at mutually convenient times. § 11.10.2.5 The Owner shall make final payment for services upon receipt of the Architect's undisputed final invoice. Acceptance of the Owner's final payment shall constitute a full and complete release of Owner from any and all claims for payments made by the Owner., Not Applicable PAGE 24 Architect Fee Proposal dated 06.30.2022 Sean Kilbride, Mayor Patrick Glenn, Partner I Managing Principal (Printedffame- name, title) (Printed name, title, and license number, if required) Additions and Deletions Report for AIA Document B101 — 2017. Copyright® 1974, 1978, 1987, 1997, 2007 and 2017>. All rights reserved. "The American Institute of Architects," "American Instituto of Architects," "AIA," the AIA Lego, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This 10 draft was produced at 18:37:49 CT on 02/03/2023 under Order No.2114344329 which expires on 08/2012023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts,com. User Notes: CLOUD TEMPLATE 08-21-17 (1667711544) Certification of Documents Authenticity AW Document D401- - 2003 I, Shonna Craigo, hereby certify, to the best of my knowledge, information and belief, that I created the attached final document simultaneously with its associated Additions and Deletions Report and this certification at 18:37:49 CT on 02/03/2023 under Order No. 2114344329 from AIA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AIA' Document B101TM --- 2017, Standard Form of Agreement Between Owner and Architect, other than those additions and deletions shown in the associated Additions and Deletions Report. Partner I Managing Principal ('Title) �y4*1118404191 (Dated) AIA Document D401 —2003. Copyright®1992 and 2003. All rights reserved. "The American Institute of Architects," °American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 18;37A9 CT on 02/03/2023 under Order No.21 t4344329 which expires on 08/20/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents* Terms of Service, To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes. CLOUD TEMPLATE 08-21-17 (1667711544) „..I i 4 N E T O W N O F WESTLAKE OI STI N Ci IV NV Off I f'N File #: RES 23-11 Town of Westlake Staff Report Agenda Date: 2/15/2023 TOWN STAFF REPORT RECCOMENDATIONS 1500 Solana Blvd Building 7, Suite 7100 Westlake, TX 76262 Agenda #: G.6. Consider approving Resolution 23-11 authorizing the Mayor to enter into an agreement with Steele & Freeman for construction manager at -risk services for the remodeling of the first floor of the gym building; establishing a guaranteed maximum price (GMP) at $1,087,968.00 and authorize town staff to make funding changes not to exceed $25,000.00 on this project; and take appropriate action STAFF: Troy Meyer, Assistant Town Manager BACKGROUND: In December of 2021, the Westlake Academy Athletic Director contacted Town staff to announce the Westlake Academy Athletic Club (WAAC) was working with the Colby family to receive a donation to improve the campus' sports facilities. The use of funds is restricted to the following: architect firm, engineering firm, construction costs and new equipment exclusively for the Gym, Fieldhouse, and two sports facilities improvements. The program committee for the remodeling of the gym includes, the architect firm, Athletic Director, donor, Assistant Town Manager, and one WAAC member to select equipment and products for the remodeling project. A Construction Manager -at -Risk (CMR) proposal will be presented to the Town Council for consideration. The CMR will take the project out to bid to get the final cost of the project. After reviewing all bids and confirmed pricing, the Assistant Town Manger will review with the program's teams and Town Council on the total cost of the project. An estimated timeline and completion phases of the project is provided for reference below: Timeline • February 2022 - Present conceptual drawings and first round of price estimates to donor • March - Present conceptual drawings to the Town Council for consideration • April 25, 2022 - Town Council to accept the grant commitment from the Athletic Club (WAAC). • April 25, 2022 - Town staff will recommend approval of the architect, Bennet Partners, programing agreement to remodel the WA gym and fieldhouse with acceptance of the granted from the WAAC. • June 2 1 - Town Council approved the Town manager to enter negotiations with Glen Partners for architectural services • June and September- Staff met with the program team to review and confirm scope of project. • September 15 - Second round of cost estimates presented to the program team and council approval to move forward with the project. Town of Westlake Page 1 of 3 Printed on 2/23/2023 7c,,wo lod ly I a>pIsIrar nvl File #: RES 23-11 Agenda Date: 2/15/2023 Agenda #: G.6. On July 1, 2022, the WAAC approved a grant for $24,900.00 for architectural planning of improvements to the gymnasium with Glenn Partners ($20,000.00) and the sport field study completed by Bennett Partners ($4,900.00). These restricted grant funds are for planning interior gym improvements including: the student locker rooms and restrooms including furnishings and fixtures, organization for athletic equipment storage in the gym, improved scoreboard and audio/visual equipment, lighting, court use optimization, concessions, and optimized seating for athletes and spectators. On September 15t' Steele & Freemen presented the second round of cost estimates for the gym remodeling project to the program team. The estimate is $1,011,793.00. The team agreed to move forward with getting Glenn Partners to create the construction document for the formal bid process. The next steps: • CMR will post public bid notices. • Program team review bids • Receive final project contract costs • Approve a Construction Manager -at -Risk (CMR) agreement. • Request grant from WAAC to cover 100% of the construction cost. • Present final cost to Town Council for approval • Town Council accepts grant funds from the WAAC. • Begin project - estimated completion August 2023. The Staff is recommending Steele & Freeman to provide construction manager at -risk services for the gym remodeling project. Steele & Freeman has completed the following project for the Town/Westlake Academy: • Sam & Margarete Lee Arts and Sciences Center • Fieldhouse, MPH and Secondary building • Secondary Building Parking Lot Steele & Freeman, Inc. was founded by Bill Steele III and David Freeman in Fort Worth, Texas in 1979. The company undertook its first K-12 project within the first year and has been an integral partner on more than 200 K-12 projects in the North Texas region to date. Steele & Freeman is a locally owned and closely held company, with David Freeman's only son, Michael "Mike" Freeman serving as company president and majority owner. This tells you that we are personally invested in your project's success - even at the highest level of the company. Mike's family name and legacy depend upon the success of each project. Michael began working for the company during summers in high school and after graduating from Texas A&M University, he worked full time as a project manager. He transitioned to an executive role and eventually the role of company president. He oversees the budget of each project, carefully studying each expenditure as an additional level accountability. See Exhibit A for the full Qualification. On January 16, 2023, Steele & Freeman hosted a Prebid conference at the Westlake Academy for the gym remodeling project. There was over 30 plus contractor in attendings with the bid due on January 26, 2023. On February 9th Steel & Freeman presented all the bids to the gym remodeling program committee. The team agreed to move forward with using Steele & Freeman for construction manager at -risk services for the gym remodeling project with an GMP of $1,087,968.00. Town staff submitted a grant request to the WAAC on Town of Westlake Page 2 of 3 Printed on 2/23/2023 7c,,wo lod ly I a>gls= rar nil File #: RES 23-11 Agenda Date: 2/15/2023 Agenda #: G.6. February 9 for the amount of $1,087,968.00. Total grant request is $ 1,187,868, Town has received $99,900.00. STAFF RECOMMENDATION: Staff recommends approving Resolution 23-11, as presented. TOWN COUNCIL ACTION/OPTIONS: 1) Motion to approve Resolution 23-11, as presented. 2) Motion to amend Resolution 23-11, with the following stipulations (please state stipulations in motion) 3) Motion to table 4) Motion to deny Town of Westlake Page 3 of 3 Printed on 2/23/2023 7c,,wo lod ly I a>gls= rar nil TOWN OF WESTLAKE RESOLUTION NO. 23-11 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS, AUTHORIZING THE MAYOR TO ENTER INTO AN AGREEMENT WITH STEELE & FREEMAN FOR CONSTRUCTION MANAGER AT -RISK SERVICES FOR THE REMODELING OF THE FIRST FLOOR OF THE GYM BUILDING; ESTABLISHING A GUARANTEED MAXIMUM PRICE (GMP) AT $1,087,968.00 AND AUTHORIZE TOWN STAFF TO MAKE FUNDING CHANGES NOT TO EXCEED $25,000.00 ON THIS PROJECT. WHEREAS, the Town of Westlake owns and operates the Westlake Academy and provides facilities for Town and Academy use; and, WHEREAS, construction manager at risk will amend the original guaranteed maximum price (GMP) to effectively provide the town with funds to install the critical infrastructure for the gym remodeling project; and, WHEREAS, the program committee for the gym remodeling project has agreed that Steele & Freeman will provide Construction Manager -at -Risk service; and, WHEREAS, the WAAC will transfer the grant to the Town in order to fund 100% of the costs before the project will start; 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: 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 3: That the Town of Westlake Town Council does hereby authorizing the Mayor to enter into an agreement with Steele & Freeman for construction manager at -risk services for the remodeling of the first floor of the gym building; establishing a guaranteed maximum price (GMP) at $1,087,968.00 attached hereto as Exhibit "A", and authorize town staff to make funding changes not to exceed $25,000.00 on this project. Resolution 23-11 Page 1 of 2 the Mayor enter negotiations with Steele & Freeman for construction manager at -risk services and the approval of, authorizing issuance of a notice to proceed with Steele & Freeman, Inc. for construction manager at -risk services establishing a guaranteed maximum price (GMP) for remodeling of the gym facilities located at 2600 Ottinger Road. and authorize town staff to make funding changes not to exceed $25,000.00 on this project. SECTION 4: That this resolution shall become effective from and after its date of passage. PASSED AND APPROVED ON THIS 15TH DAY OF FEBURARY 2023. ATTEST: Sean Kilbride, Mayor Amy M. Piukana, Town Secretary APPROVED AS TO FORM: L. Stanton Lowry, Town Attorney Resolution 23-11 Page 2 of 2 EXHIBIT "A" Westlake Academy Gymnasium Renovations Table of Contents Contract Documents Westlake Academy Gymnasium Renovation Construction Manager -at -Risk Town of Westlake 1500 Solana Boulevard Building 7, Suite 7200 Westlake, Texas 76262 • AIA A133 - 2019 TAB 1 Standard Form Agreement • AIA A133 - 2019 TAB 2 Exhibit "A" • AIA A133 - 2019 TAB 3 Exhibit "B" Insurance and Bonds hill, i „A /ii i • AIA A201 - 2017 TAB 4 General Conditions m #01MMM AIA Document 2019 Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price AGREEMENT made as of the day of in the year ADDITIONS AND DELETIONS: (In words, indicate day, month, and year) The author of this document has added information needed for its completion. The author may also BETWEEN the Owner: have revised the text of the original (Name, legal status, address, and other information) AIA standard form. An Additions and Deletions Report that notes added Town of Westlake information as well as revisions to the 1500 Solana Boulevard standard form text is available from Building 7, Suite 7200 the author and should be reviewed. A Westlake, Texas 76262 vertical line in the left margin of this document indicates where the author and the Construction Manager: has added necessary information (Name, legal status, address, and other information) and where the author has added to or deleted from the original AIA text. Steele & Freeman, Inc. This document has important legal 1301 Lawson Road consequences. Consultation with an Fort Worth Texas 76131 attorney is encouraged with respect to its completion or modification. for the following Project: AIA Document A201 TM-2017, (Name, location, and detailed description) General Conditions of the Contract for Construction, is adopted in this Westlake Academy Gymnasium Building Renovation document by reference. Do not use with other general conditions unless this document is modified. The Architect: (Name, legal status, address, and other information) Glenn I Partners 5646 Milton Street, Suite 426 Dallas, Texas 75206 The Owner and Construction Manager agree as follows. Init. AIA Document A133 — 2019. Copyright @ 1991, 2003, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 12:58:33 ET on 02/09/2023 under Order No.4104236664 which expires on 10/04/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance i with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1450799920) TABLE OF ARTICLES 1 INITIAL INFORMATION 2 GENERAL PROVISIONS 3 CONSTRUCTION MANAGER'S RESPONSIBILITIES 4 OWNER'S RESPONSIBILITIES 5 COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES 6 COMPENSATION FOR CONSTRUCTION PHASE SERVICES 7 COST OF THE WORK FOR CONSTRUCTION PHASE 8 DISCOUNTS, REBATES, AND REFUNDS 9 SUBCONTRACTS AND OTHER AGREEMENTS 10 ACCOUNTING RECORDS 11 PAYMENTS FOR CONSTRUCTION PHASE SERVICES 12 DISPUTE RESOLUTION 13 TERMINATION OR SUSPENSION 14 MISCELLANEOUS PROVISIONS 15 SCOPE OF THE AGREEMENT EXHIBIT A GUARANTEED MAXIMUM PRICE AMENDMENT EXHIBIT B INSURANCE AND BONDS ARTICLE 1 INITIAL INFORMATION § 1.1 This Agreement is based on the Initial Information set forth in this Section 1.1. (For each item in this section, insert the information or a statement such as "not applicable" or "unknown at time of execution.') § 1.1.1 The Owner's program for the Project, as described in Section 4.1.1: (Insert the Owner's program, identify documentation that establishes the Owner's program, or state the manner in which the program will be developed.) The scope of work will be defined in the plans and specifications issued from Glenn Partners and agreed upon in the future Guaranteed Maximum Price Amendment. § 1.1.2 The Project's physical characteristics: (Identify or describe pertinent information about the Project's physical characteristics, such as size; location; dimensions; geotechnical reports; site boundaries; topographic surveys; traffic and utility studies; availability of public and private utilities and services; legal description of the site, etc.) Project consists of renovations, two sets of smaller locker rooms, scoreboard, court striping, bleachers, acoustical panels, and configuration of storage rooms. § 1.1.3 The Owner's budget for the Guaranteed Maximum Price, as defined in Article 6: (Provide total and, if known, a line item breakdown) AIA Document A133 2019. Co ri ht @ 1991, 2003 2009, and 2019. All rights reserved The American Institute of Architects," "American Institute .-- ... . Init. py g �� to of Architects," "AIA," the AIA Logo, and AIA Contract Documents are registered trademarks of The American Institute of Architects. This document was produced at 12:58:33 ET 2 on 02/09/2023 under Order No.4104236664 which expires on 10/04/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance t with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1450799920) The Owner's budget will be defined and agreed upon in the future Guaranteed Maximum Price Amendment § 1.1.4 The Owner's anticipated design and construction milestone dates: .1 Design phase milestone dates, if any Not Applicable .2 Construction commencement date: Construction commencement will be established by a Notice to Proceed following acceptance of the future Guaranteed Maximum Price Amendment. .3 Substantial Completion date or dates: Substantial Completion will be established and agreed upon in the future Guaranteed Maximum Price Amendment .4 Other milestone dates: Not Applicable § 1.1.5 The Owner's requirements for accelerated or fast -track scheduling, or phased construction, are set forth below-. (Identi any requirements for fast -track scheduling or phased construction) Not Applicable § 1.1.6 The Owner's anticipated Sustainable Objective for the Project: (Identify and describe the Owner's Sustainable Objective for the Project, if any) Not Applicable § 1.1.6.1 If the Owner identifies a Sustainable Objective, the Owner and Construction Manager shall complete and incorporate AIA Document E234T11-2019, Sustainable Projects Exhibit, Construction Manager as Constructor Edition, into this Agreement to define the terms, conditions and services related to the Owner's Sustainable Objective. If E234-2019 is incorporated into this agreement, the Owner and Construction Manager shall incorporate the completed E234-2019 into the agreements with the consultants and contractors performing services or Work in any way associated with the Sustainable Objective. § 1.1.7 Other Project information: (Identify special characteristics or needs of the Project not provided elsewhere.) § 1.1.8 The Owner identifies the following representative in accordance with Section 4.2: (List name, address, and other contact information) Troy Meyer, Assistant Town Manager Town of Westlake 1500 Solana Boulevard Building 7, Suite 7200 Westlake, Texas 76262 817-490-5735 § 1.1.9 The persons or entities, in addition to the Owner's representative, who are required to review the Construction Manager's submittals to the Owner are as follows: Init. AIA Document A133 — 2019. Copyright @ 1991, 2003, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 12:58:33 ET 3 on 02/09/2023 under Order No.4104236664 which expires on 10104/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance t with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1450799920) (List name, address and other contact information) Not Applicable § 1.1.10 The Owner shall retain the following consultants and contractors: (List name, legal status, address, and other contact information) .1 Geotechnical Engineer: Alpha Consulting Engineers 4975 Preston Park Boulevard, Suite 640W Plano, Texas 75093 .2 Civil Engineer: Not Applicable .3 Other, if any: (List any other consultants retained by the Owner, such as a Project or Program Manager) Not Applicable § 1.1.11 The Architect's representative: (List name, address, and other contact information) Greg Estes, RA, M.Arch Glenn I Partners 5646 Milton Street, Suite 426 Dallas, Texas 75206 469-930-7655 § 1.1.12 The Construction Manager identifies the following representative in accordance with Article 3: (List name, address, and other contact information) Michael D. Freeman, President Steele & Freeman, Inc. 1301 Lawson Road Fort Worth, Texas 76131 817-232-4742 § 1.1.13 The Owner's requirements for the Construction Manager's staffing plan for Preconstruction Services, as required under Section 3.1.9: (List any Owner -specific requirements to be included in the staffing plan) Not Applicable § 1.1.14 The Owner's requirements for subcontractor procurement for the performance of the Work: (List any Owner -specific requirements for subcontractor procurement.) Init. AIA Document A133 —2019. Copyright @ 1991, 2003, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects,' "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 12:58:33 ET 4 on 02/09/2023 under Order No.4104236664 which expires on 10/04/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance t with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1450799920) Not Applicable § 1.1.15 Other Initial Information on which this Agreement is based: Not Applicable § 1.2 The Owner and Construction Manager may rely on the Initial Information. Both parties, however, recognize that such information may materially change and, in that event, the Owner and the Construction Manager shall appropriately adjust the Project schedule, the Construction Manager's services, and the Construction Manager's compensation. The Owner shall adjust the Owner's budget for the Guaranteed Maximum Price and the Owner's anticipated design and construction milestones, as necessary, to accommodate material changes in the Initial Information. § 1.3 Neither the Owner's nor the Construction Manager's representative shall be changed without ten days' prior notice to the other party. ARTICLE 2 GENERAL PROVISIONS § 2.1 The Contract Documents The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to execution of this Agreement, other documents listed in this Agreement, and Modifications issued after execution of this Agreement, all of which form the Contract and are as fully a part of the Contract as if attached to this Agreement or repeated herein. Upon the Owner's acceptance of the Construction Manager's Guaranteed Maximum Price proposal, the Contract Documents will also include the documents described in Section 3.2.3 and identified in the Guaranteed Maximum Price Amendment and revisions prepared by the Architect and furnished by the Owner as described in Section 3.2.8. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. If anything in the other Contract Documents, other than a Modification, is inconsistent with this Agreement, this Agreement shall govern. An enumeration of the Contract Documents, other than a Modification, appears in Article 15. § 2.2 Relationship of the Parties The Construction Manager accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner to cooperate with the Architect and exercise the Construction Manager's skill and judgment in furthering the interests of the Owner to furnish efficient construction administration, management services, and supervision; to furnish at all times an adequate supply of workers and materials; and to perform the Work in an expeditious and economical manner consistent with the Owner's interests. The Owner agrees to furnish or approve, in a timely manner, information required by the Construction Manager and to make payments to the Construction Manager in accordance with the requirements of the Contract Documents. § 2.3 General Conditions § 2.3.1 For the Preconstruction Phase, AIA Document A201TM-2017, General Conditions of the Contract for Construction, shall apply as follows: Section 1.5, Ownership and Use of Documents; Section 1.7, Digital Data Use and Transmission; Section 1.8, Building Information Model Use and Reliance; Section 2.2.4, Confidential Information; Section 3.12.10, Professional Services; Section 10.3, Hazardous Materials; Section 13.1, Governing Law. The term "Contractor" as used in A201-2017 shall mean the Construction Manager. § 2.3.2 For the Construction Phase, the general conditions of the contract shall be as set forth in A201-2017, which document is incorporated herein by reference. The term "Contractor" as used in A201-2017 shall mean the Construction Manager. ARTICLE 3 CONSTRUCTION MANAGER'S RESPONSIBILITIES The Construction Manager's Preconstruction Phase responsibilities are set forth in Sections 3.1 and 3.2, and in the applicable provisions of A201-2017 referenced in Section 2.3.1. The Construction Manager's Construction Phase responsibilities are set forth in Section 3.3. The Owner and Construction Manager may agree, in consultation with the Architect, for the Construction Phase to commence prior to completion of the Preconstruction Phase, in which case, both phases will proceed concurrently. The Construction Manager shall identify a representative authorized to act on behalf of the Construction Manager with respect to the Project. Init. AIA Document A133 —2019. Copyright© 1991, 2003, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 12:58:33 ET 5 on 02/09/2023 under Order No.4104236664 which expires on 10/04/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents" Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1450799920) § 3.1 Preconstruction Phase § 3.1.1 Extent of Responsibility The Construction Manager shall exercise reasonable care in performing its Preconstruction Services. The Owner and Architect shall be entitled to rely on, and shall not be responsible for, the accuracy, completeness, and timeliness of services and information furnished by the Construction Manager. The Construction Manager, however, does not warrant or guarantee estimates and schedules except as may be included as part of the Guaranteed Maximum Price. The Construction Manager is not required to ascertain that the Drawings and Specifications are in accordance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, but the Construction Manager shall promptly report to the Architect and Owner any nonconformity discovered by or made known to the Construction Manager as a request for information in such form as the Architect may require. § 3.1.2 The Construction Manager shall provide a preliminary evaluation of the Owner's program, schedule and construction budget requirements, each in terms of the other. § 3.1.3 Consultation § 3.1.3.1 The Construction Manager shall schedule and conduct meetings with the Architect and Owner to discuss such matters as procedures, progress, coordination, and scheduling of the Work. § 3.1.3.2 The Construction Manager shall advise the Owner and Architect on proposed site use and improvements, selection of materials, building systems, and equipment. The Construction Manager shall also provide recommendations to the Owner and Architect, consistent with the Project requirements, on constructability; availability of materials and labor; time requirements for procurement, installation and construction; prefabrication; and factors related to construction cost including, but not limited to, costs of alternative designs or materials, preliminary budgets, life -cycle data, and possible cost reductions. The Construction Manager shall consult with the Architect regarding professional services to be provided by the Construction Manager during the Construction Phase. § 3.1.3.3 The Construction Manager shall assist the Owner and Architect in establishing building information modeling and digital data protocols for the Project, using AIA Document E203T'1�2013, Building Information Modeling and Digital Data Exhibit, to establish the protocols for the development, use, transmission, and exchange of digital data. § 3.1.4 Project Schedule When Project requirements in Section 4.1.1 have been sufficiently identified, the Construction Manager shall prepare and periodically update a Project schedule for the Architect's review and the Owner's acceptance. The Construction Manager shall obtain the Architect's approval for the portion of the Project schedule relating .to the performance of the Architect's services. The Project schedule shall coordinate and integrate the Construction Manager's services, the Architect's services, other Owner consultants' services, and the Owner's responsibilities; and identify items that affect the Project's timely completion. The updated Project schedule shall include the following: submission of the Guaranteed Maximum Price proposal; components of the Work; times of commencement and completion required of each Subcontractor; ordering and delivery of products, including those that must be ordered in advance of construction; and the occupancy requirements of the Owner. § 3.1.5 Phased Construction The Construction Manager, in consultation with the Architect, shall provide recommendations with regard to accelerated or fast -track scheduling, procurement, and sequencing for phased construction. The Construction Manager shall take into consideration cost reductions, cost information, constructability, provisions for temporary facilities, and procurement and construction scheduling issues. § 3.1.6 Cost Estimates § 3.1.6.1 Based on the preliminary design and other design criteria prepared by the Architect, the Construction Manager shall prepare, for the Architect's review and the Owner's approval, preliminary estimates of the Cost of the Work or the cost of program requirements using area, volume, or similar conceptual estimating techniques. If the Architect or Construction Manager suggests alternative materials and systems, the Construction Manager shall provide cost evaluations of those alternative materials and systems. § 3.1.6.2 As the Architect progresses with the preparation of the Schematic Design, Design Development and Construction Documents, the Construction Manager shall prepare and update, at appropriate intervals agreed to by the Owner, Construction Manager and Architect, an estimate of the Cost of the Work with increasing detail and refinement. AIA Document A1g33 2019. Co ri ht O 1991, 2003, 2009 and 2019. All rights reserved 'The American Institute of Architects," ......... -,,, py g o g "American Institute of Architects," Init. "AIA," the AIA Logo, and "AIA Contract Documents' are registered trademarks of The American Institute of Architects. This document was produced at 12 58:33 ET 6 on 02/09/2023 under Order No.4104236664 which expires on 10/04/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1450799920) The Construction Manager shall include in the estimate those costs to allow for the further development of the design, price escalation, and market conditions, until such time as the Owner and Construction Manager agree on a Guaranteed Maximum Price for the Work. The estimate shall be provided for the Architect's review and the Owner's approval. The Construction Manager shall inform the Owner and Architect in the event that the estimate of the Cost of the Work exceeds the latest approved Project budget, and make recommendations for corrective action. § 3.1.6.3 If the Architect is providing cost estimating services as a Supplemental Service, and a discrepancy exists between the Construction Manager's cost estimates and the Architect's cost estimates, the Construction Manager and the Architect shall work together to reconcile the cost estimates. § 3.1.7 As the Architect progresses with the preparation of the Schematic Design, Design Development and Construction Documents, the Construction Manager shall consult with the Owner and Architect and make recommendations regarding constructability and schedules, for the Architect's review and the Owner's approval. § 3.1.8 The Construction Manager shall provide recommendations and information to the Owner and Architect regarding equipment, materials, services, and temporary Project facilities. § 3.1.9 The Construction Manager shall provide a staffing plan for Preconstruction Phase services for the Owner's review and approval. § 3.1.10 If the Owner identified a Sustainable Objective in Article 1, the Construction Manager shall fulfill its Preconstruction Phase responsibilities as required in AIA Document E234Tm-2019, Sustainable Projects Exhibit, Construction Manager as Constructor Edition, attached to this Agreement. § 3.1.11 Subcontractors and Suppliers § 3.1.11.1 If the Owner has provided requirements for subcontractor procurement in section 1.1.14, the Construction Manager shall provide a subcontracting plan, addressing the Owner's requirements, for the Owner's review and approval. § 3.1.11.2 The Construction Manager shall develop bidders' interest in the Project. § 3.1.11.3 The processes described in Article 9 shall apply if bid packages will be issued during the Preconstruction Phase. § 3.1.12 Procurement The Construction Manager shall prepare, for the Architect's review and the Owner's acceptance, a procurement schedule for items that must be ordered in advance of construction. The Construction Manager shall expedite and coordinate the ordering and delivery of materials that must be ordered in advance of construction. If the Owner agrees to procure any items prior to the establishment of the Guaranteed Maximum Price, the Owner shall procure the items on terms and conditions acceptable to the Construction Manager. Upon the establishment of the Guaranteed Maximum Price, the Owner shall assign all contracts for these items to the Construction Manager and the Construction Manager shall thereafter accept responsibility for them. § 3.1.13 Compliance with Laws The Construction Manager shall comply with applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities applicable to its performance under this Contract, and with equal employment opportunity programs, and other programs as may be required by governmental and quasi -governmental authorities. § 3.1.14 Other Preconstruction Services Insert a description of any other Preconstruction Phase services to be provided by the Construction Manager, or reference an exhibit attached to this document (Describe any other Preconstruction Phase services, such as providing cash flow projections, development of a project information management system, early selection or procurement of subcontractors, etc) Not Applicable § 3.2 Guaranteed Maximum Price Proposal § 3.2.1 At a time to be mutually agreed upon by the Owner and the Construction Manager, the Construction Manager shall prepare a Guaranteed Maximum Price proposal for the Owner's and Architect's review, and the Owner's acceptance. The 9. Copyright © 1991 2003 2009 and 2019. All rights reserved The American Institute of Architects," 'American Institute of Architects," AIA Document A133 — 201- " [nit. "AIA," the AIA Logo, and "AIA Contract Documents are registered trademarks of The American Institute of Architects. This document was produced at 12:58:33 ET 7 on 02/09/2023 under Order No.4104236664 which expires on 10/0412023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1450799920) Guaranteed Maximum Price in the proposal shall be the sum of the Construction Manager's estimate of the Cost of the Work, the Construction Manager's contingency described in Section 3.2.4, and the Construction Manager's Fee described in Section 6.1.2. § 3.2.2 To the extent that the Contract Documents are anticipated to require further development, the Guaranteed Maximum Price includes the costs attributable to such further development consistent with the Contract Documents and reasonably inferable therefrom. Such further development does not include changes in scope, systems, kinds and quality of materials, finishes, or equipment, all of which, if required, shall be incorporated by Change Order. § 3.2.3 The Construction Manager shall include with the Guaranteed Maximum Price proposal a written statement of its basis, which shall include the following: .1 A list of the Drawings and Specifications, including all Addenda thereto, and the Conditions of the Contract; .2 A list of the clarifications and assumptions made by the Construction Manager in the preparation of the Guaranteed Maximum Price proposal, including assumptions under Section 3.2.2; .3 A statement of the proposed Guaranteed Maximum Price, including a statement of the estimated Cost of the Work organized by trade categories or systems, including allowances; the Construction Manager's contingency set forth in Section 3.2.4; and the Construction Manager's Fee; .4 The anticipated date of Substantial Completion upon which the proposed Guaranteed Maximum Price is based; and .5 A date by which the Owner must accept the Guaranteed Maximum Price. § 3.2.4 In preparing the Construction Manager's Guaranteed Maximum Price proposal, the Construction Manager shall include a contingency for the Construction Manager's exclusive use to cover those costs that are included in the Guaranteed Maximum Price but not otherwise allocated to another line item or included in a Change Order. § 3.2.5 The Construction Manager shall meet with the Owner and Architect to review the Guaranteed Maximum Price proposal. In the event that the Owner or Architect discover any inconsistencies or inaccuracies in the information presented, they shall promptly notify the Construction Manager, who shall make appropriate adjustments to the Guaranteed Maximum Price proposal, its basis, or both. § 3.2.6 If the Owner notifies the Construction Manager that the Owner has accepted the Guaranteed Maximum Price proposal in writing before the date specified in the Guaranteed Maximum Price proposal, the Guaranteed Maximum Price proposal shall be deemed effective without further acceptance from the Construction Manager. Following acceptance of a Guaranteed Maximum Price, the Owner and Construction Manager shall execute the Guaranteed Maximum Price Amendment amending this Agreement, a copy of which the Owner shall provide to the Architect. The Guaranteed Maximum Price Amendment shall set forth the agreed upon Guaranteed Maximum Price with the information and assumptions upon which it is based. § 3.2.7 The Construction Manager shall not incur any cost to be reimbursed as part of the Cost of the Work prior to the execution of the Guaranteed Maximum Price Amendment, unless the Owner provides prior written authorization for such costs. § 3.2.8 The Owner shall authorize preparation of revisions to the Contract Documents that incorporate the agreed -upon assumptions and clarifications contained in the Guaranteed Maximum Price Amendment. The Owner shall promptly furnish such revised Contract Documents to the Construction Manager. The Construction Manager shall notify the Owner and Architect of any inconsistencies between the agreed -upon assumptions and clarifications contained in the Guaranteed Maximum Price Amendment and the revised Contract Documents. § 3.2.9 The Construction Manager shall include in the Guaranteed Maximum Price all sales, consumer, use and similar taxes for the Work provided by the Construction Manager that are legally enacted, whether or not yet effective, at the time the Guaranteed Maximum Price Amendment is executed. § 3.3 Construction Phase § 3.3.1 General § 3.3.1.1 For purposes of Section 8.1.2 of A201-2017, the date of commencement of the Work shall mean the date of commencement of the Construction Phase. AIA Document A133 — 2019. Copyright @ 1991 2003, .. 2009, and —d 2019. A . _- _ .._. _- .._... Init. AIA," the AIA Logo, and 'AIA Contract Documents" are ll rights reserved 'The American Institute of Architects,"American Institute of Architects," registered trademarks of The American Institute of Architects. This document was produced at 12:58:33 ET 8 on 02/09/2023 under Order No.4104236664 which expires on 10/04/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1450799920) § 3.3.1.2 The Construction Phase shall commence upon the Owner's execution of the Guaranteed Maximum Price Amendment or, prior to acceptance of the Guaranteed Maximum Price proposal, by written agreement of the parties. The written agreement shall set forth a description of the Work to be performed by the Construction Manager, and any insurance and bond requirements for Work performed prior to execution of the Guaranteed Maximum Price Amendment. § 3.3.2 Administration § 3.3.2.1 The Construction Manager shall schedule and conduct meetings to discuss such matters as procedures, progress, coordination, scheduling, and status of the Work. The Construction Manager shall prepare and promptly distribute minutes of the meetings to the Owner and Architect. § 3.3.2.2 Upon the execution of the Guaranteed Maximum Price Amendment, the Construction Manager shall prepare and submit to the Owner and Architect a construction schedule for the Work and a submittal schedule in accordance with Section 3.10 of A201-2017. § 3.3.2.3 Monthly Report The Construction Manager shall record the progress of the Project. On a monthly basis, or otherwise as agreed to by the Owner, the Construction Manager shall submit written progress reports to the Owner and Architect, showing percentages of completion and other information required by the Owner. § 3.3.2.4 Daily Logs The Construction Manager shall keep, and make available to the Owner and Architect, a daily log containing a record for each day of weather, portions of the Work in progress, number of workers on site, identification of equipment on site, problems that might affect progress of the work, accidents, injuries, and other information required by the Owner. § 3.3.2.5 Cost Control The Construction Manager shall develop a system of cost control for the Work, including regular monitoring of actual costs for activities in progress and estimates for uncompleted tasks and proposed changes. The Construction Manager shall identify variances between actual and estimated costs and report the variances to the Owner and Architect, and shall provide this information in its monthly reports to the Owner and Architect, in accordance with Section 3.3.2.3 above. ARTICLE 4 OWNER'S RESPONSIBILITIES § 4.1 Information and Services Required of the Owner § 4.1.1 The Owner shall provide information with reasonable promptness, regarding requirements for and limitations on the Project, including a written program which shall set forth the Owner's objectives, constraints, and criteria, including schedule, space requirements and relationships, flexibility and expandability, special equipment, systems, sustainability and site requirements. § 4.1.2 Prior to the execution of the Guaranteed Maximum Price Amendment, the Construction Manager may request in writing that the Owner provide reasonable evidence that the Owner has made financial arrangements to fulfill the Owner's obligations under the Contract. After execution of the Guaranteed Maximum Price Amendment, the Construction Manager may request such information as set forth in A201-2017 Section 2.2. § 4.1.3 The Owner shall establish and periodically update the Owner's budget for the Project, including (1) the budget for the Cost of the Work as defined in Article 7, (2) the Owner's other costs, and (3) reasonable contingencies related to all of these costs. If the Owner significantly increases or decreases the Owner's budget for the Cost of the Work, the Owner shall notify the Construction Manager and Architect. The Owner and the Architect, in consultation with the Construction Manager, shall thereafter agree to a corresponding change in the Project's scope and quality. § 4.1.4 Structural and Environmental Tests, Surveys and Reports. During the Preconstruction Phase, the Owner shall furnish the following information or services with reasonable promptness. The Owner shall also famish 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. Init. AIA Document A133 — 2019. Copyright© 1991, 2003, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 12:58:33 ET 9 on 02/09/2023 under Order No.4104236664 which expires on 10/04/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance 1 with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1450799920) § 4.1.4.1 The Owner shall furnish tests, inspections, and reports, required by law and as otherwise agreed to by the parties, such as structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous materials. § 4.1.4.2 The Owner shall famish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a written legal description of the site. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; designated wetlands; adjacent drainage; rights -of -way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and other necessary data with respect to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All the information on the survey shall be referenced to a Project benchmark. § 4.1.4.3 The Owner, when such services are requested, shall furnish services of geotechnical engineers, which may include test borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazardous materials, seismic evaluation, ground corrosion tests and resistivity tests, including necessary operations for anticipating subsoil conditions, with written reports and appropriate recommendations. § 4.1.5 During the Construction Phase, the Owner shall furnish information or services required of the Owner by the Contract Documents with reasonable promptness. The Owner shall also famish any other information or services under the Owner's control and relevant to the Construction Manager's performance of the Work with reasonable promptness after receiving the Construction Manager's written request for such information or services. § 4.1.6 If the Owner identified a Sustainable Objective in Article 1, the Owner shall fulfill its responsibilities as required in AIA Document E234Tm-2019, Sustainable Projects Exhibit, Construction Manager as Constructor Edition, attached to this Agreement. § 4.2 Owner's Designated Representative The Owner shall identify a representative authorized to act on behalf of the Owner with respect to the Project. The Owner's representative shall render decisions promptly and furnish information expeditiously, so as to avoid unreasonable delay in the services or Work of the Construction Manager. Except as otherwise provided in Section 4.2.1 of A201-2017, the Architect does not have such authority. The term "Owner" means the Owner or the Owner's authorized representative. § 4.2.1 Legal Requirements. The Owner shall furnish all legal, insurance and accounting services, including auditing services, that may be reasonably necessary at any time for the Project to meet the Owner's needs and interests. § 4.3 Architect The Owner shall retain an Architect to provide services, duties and responsibilities as described in AIA Document B 133TM-2019, Standard Form of Agreement Between Owner and Architect, Construction Manager as Constructor Edition, including any additional services requested by the Construction Manager that are necessary for the Preconstruction and Construction Phase services under this Agreement. The Owner shall provide the Construction Manager with a copy of the scope of services in the executed agreement between the Owner and the Architect, and any further modifications to the Architect's scope of services in the agreement. ARTICLE 5 COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES § 5.1 Compensation § 5.1.1 For the Construction Manager's Preconstruction Phase services described in Sections 3.1 and 3.2, the Owner shall compensate the Construction Manager as follows: (Insert amount of, or basis for, compensation and include a list of reimbursable cost items, as applicable) No Charge ($0.00) § 5.1.2 The hourly billing rates for Preconstruction Phase services of the Construction Manager and the Construction Manager's Consultants and Subcontractors, if any, are set forth below. (If applicable, attach an exhibit of hourly billing rates or insert them below) Not Applicable Init. AIA Document A133 —2019. Copyright @ 1991, 2003, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 12:58:33 ET 10 on 02/09/2023 under Order No.4104236664 which expires on 10104/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance t with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1450799920) Individual or Position Rate § 5.1.2.1 Hourly billing rates for Preconstruction Phase services include all costs to be paid or incurred by the Construction Manager, as required by law or collective bargaining agreements, for taxes, insurance, contributions, assessments and benefits and, for personnel not covered by collective bargaining agreements, customary benefits such as sick leave, medical and health benefits, holidays, vacations and pensions, and shall remain unchanged unless the parties execute a Modification. § 5.1.3 If the Preconstruction Phase services covered by this Agreement have not been completed within ( ) months of the date of this Agreement, through no fault of the Construction Manager, the Construction Manager's compensation for Preconstruction Phase services shall be equitably adjusted. § 5.2 Payments § 5.2.1 Unless otherwise agreed, payments for services shall be made monthly in proportion to services performed. § 5.2.2 Payments are due and payable upon presentation of the Construction Manager's invoice. Amounts unpaid Not Applicable (N/A ) days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Construction Manager. (Insert rate of monthly or annual interest agreed upon) ARTICLE 6 COMPENSATION FOR CONSTRUCTION PHASE SERVICES § 6.1 Contract Sum § 6.1.1 The Owner shall pay the Construction Manager the Contract Sum in current funds for the Construction Manager's performance of the Contract after execution of the Guaranteed Maximum Price Amendment. The Contract Sum is the Cost of the Work as defined in Article 7 plus the Construction Manager's Fee. § 6.1.2 The Construction Manager's Fee: (State a lump sum, percentage of Cost of the Work or other provision for determining the Construction Manager's Fee) The Construction Manager's Fee shall be 6.00% of the GMP. The Overhead Fee shall be a lump sum amount of $143,768.00 to include on -site field staff, field project office, office supplies, postage/shipping/courier service, copy machine/paper, telephone/data/internet/fax service, vehicle allowance for field staff and personal computers. Builder's Risk Insurance General/tJmbrella Liability Insurance Payment and Performance Bonds Subcontractor Default Insurance 0.18% of the GMP. 0.32% of the GMP. 1.31 % of the GMP. 1.50% of Enrolled Subcontractors/Suppliers § 6.1.3 The method of adjustment of the Construction Manager's Fee for changes in the Work: The method of adjustment of the Construction Manager's Fees will be in accordance with the percentage fees stipulated in Paragraph 6.1.2 for any changes in excess of the Original GMP. § 6.1.4 Limitations, if any, on a Subcontractor's overhead and profit for increases in the cost of its portion of the Work: Subcontractor's overhead and profit for increases in the cost of its portion of the Work shall be limited to 10% overhead and 5% profit. § 6.1.5 Rental rates for Construction Manager -owned equipment shall not exceed percent ( %) of the standard rental rate paid at the place of the Project. § 6.1.6 Liquidated damages, if any: Init. AIA Document A133 — 2019. Copyright© 1991, 2003, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects,' "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 12:58:33 ET 11 on 02/09/2023 under Order No.4104236664 which expires on 10/04/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance t with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1450799920) (Insert terms and conditions for liquidated damages, if any) Not Applicable § 6.1.7 Other: (Insert provisions for bonus, cost savings or other incentives, if any, that might result in a change to the Contract Sum) All final balances in betterment, contingency and allowances will be credit in full to the Owner at contract completion. § 6.2 Guaranteed Maximum Price The Construction Manager guarantees that the Contract Sum shall not exceed the Guaranteed Maximum Price set forth in the Guaranteed Maximum Price Amendment, subject to additions and deductions by Change Order as provided in the Contract Documents. Costs which would cause the Guaranteed Maximum Price to be exceeded shall be paid by the Construction Manager without reimbursement by the Owner. § 6.3 Changes in the Work § 6.3.1 The Owner may, without invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of additions, deletions or other revisions. The Owner shall issue such changes in writing. The Construction Manager may be entitled to an equitable adjustment in the Contract Time as a result of changes in the Work. § 6.3.1.1 The Architect may order minor changes in the Work as provided in Article 7 of AIA Document A201-2017, General Conditions of the Contract for Construction. § 6.3.2 Adjustments to the Guaranteed Maximum Price on account of changes in the Work subsequent to the execution of the Guaranteed Maximum Price Amendment may be determined by any of the methods listed in Article 7 of AIA Document A201-2017, General Conditions of the Contract for Construction. § 6.3.3 Adjustments to subcontracts awarded on the basis of a stipulated sum shall be determined in accordance with Article 7 of A201-2017, as they refer to "cost" and "fee," and not by Articles 6 and 7 of this Agreement. Adjustments to subcontracts awarded with the Owner's prior written consent on the basis of cost plus a fee shall be calculated in accordance with the terms of those subcontracts. § 6.3.4 In calculating adjustments to the Guaranteed Maximum Price, the terms "cost" and "costs" as used in Article 7 of AIA Document A201-2017 shall mean the Cost of the Work as defined in Article 7 of this Agreement and the term "fee" shall mean the Construction Manager's Fee as defined in Section 6.1.2 of this Agreement. § 6.3.5 If no specific provision is made in Section 6.1.3 for adjustment of the Construction Manager's Fee in the case of changes in the Work, or if the extent of such changes is such, in the aggregate, that application of the adjustment provisions of Section 6.1.3 will cause substantial inequity to the Owner or Construction Manager, the Construction Manager's Fee shall be equitably adjusted on the same basis that was used to establish the Fee for the original Work, and the Guaranteed Maximum Price shall be adjusted accordingly. ARTICLE 7 COST OF THE WORK FOR CONSTRUCTION PHASE § 7.1 Costs to Be Reimbursed § 7.1.1 The term Cost of the Work shall mean costs necessarily incurred by the Construction Manager in the proper performance of the Work. The Cost of the Work shall include only the items set forth in Sections 7.1 through 7.7. § 7.1.2 Where, pursuant to the Contract Documents, any cost is subject to the Owner's prior approval, the Construction Manager shall obtain such approval in writing prior to incurring the cost. § 7.1.3 Costs shall be at rates not higher than the standard rates paid at the place of the Project, except with prior approval of the Owner. § 7.2 Labor Costs § 7.2.1 Wages or salaries of construction workers directly employed by the Construction Manager to perform the construction of the Work at the site or, with the Owner's prior approval, at off -site workshops. Init. AIA Document A133 —2019. Copyright @ 1991, 2003, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 12:58:33 ET 12 on 02/09/2023 under Order No.4104236664 which expires on 10/0412023, is not for resale, is licensed for one-time use only, and may only be used in accordance / with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1450799920) § 7.2.2 Wages or salaries of the Construction Manager's supervisory and administrative personnel when stationed at the site and performing Work., with the Owner's prior approval. § '7.2.2.1 Wages or salaries ofthe Construction Manager's supervisory and administrative personnel when performing Work and stationed at a location other than the site, but only for that portion of time required for the Work., and limited to the personnel and activities listed below; (Identify the personnel, type ofactivity and, if applicable, any agreed upon percentage of time to be devoted to the Work) The following personnel areincluded in the Lump Sum Overhead Fee above: Senior Project Manager allocated at 10%, Project Manager allocated at 50%. General Superintendent allocated at l 0%. Superintendent allocated at 100%. § T.2.3 Wages and salaries of the Construction Manager's supervisory or administrative personnel engaged at factories, workshops or while traveling, in expediting the production or transportation of materials or equipment required for the Work, but only for that portion of their time required for the Work. § 7.2.4 Costs paid or incurred by the Construction .manager, as required by law or collective bargaining agreements, for taxes, insurance, contributions, assessments and benefits and, for personnel not covered by collective bargaining agreements, customary benefits Such as sick leave, medical and health benefits, holidays, vacations and pensions, provided such costs are based on wages and salaries included in the Cost ofthe Work.. under Sections 7.2.1 through 7.2.3, § 72.5 If agreed rates for labor costs, in. Lien ofactual costs, are provided in this Agreement, the rates shall. remain unchanged throughout the duration ofthis Agreement, unless the parties execute a Modification. § 73 Subcontract Costs Payments made by the Construction Manager to Subcontractors in accordance with the requirements of the subcontracts and this Agreement. § 7.4 Costs of IMaterWs and E*Ipiment Ilnncorpolrated iln the Completed Construction § 7A.1 Costs, including transportation and storage at the site, of materials and equipment incorporated, or to be incorporated, in the completed constrtiction. § T.4.2 Costs of materials described in the preceding Section 7.4.1 in excess of those actually installed to allow for .reasonable waste and spoilage. Unused excess materials, if any, shall become the Owner's property at the completion of the Work or, at the Owner's option, shall be sold by the Construction Manager. Any amounts realized from such sales shall be credited to the Owner as a deduction from the Cost of the Work. § 7.5 Costs of Other Materials and Equipment, 1'eirrilpoirairy IFadlliitues and Related Helios § 7.5.1 Costs of transportation, storage, installation, dismantling, maintenance, and removal of materials, supplies, temporary facilities, machinery, equipment and hand tools not customarily owned by construction workers that are provided by the Construction Manager at the site and fully consumed in the performance of the Work. Costs of materials, supplies, temporary facilities, machinery, equipment, and tools, that are not fully consumed, shall be based on the cost or value of the item at the tirne it is first used on flaeProject site less the value of the item when it is no longer used at the .Project site. Costs for iterns riot fully consumed by the Construction Manager shall mean fair market value. § 7.51 Rental charges for temporary Facilities, machinery, equipment, and hand tools not customarily owned by construction workers that are provided by the Construction Manager at the site, and the costs of transportation, installation, dismantling, minor repairs, and removal of such temporary facilities, machinery, equipment, and hand tools. Rates and quantities of equipment owned by the Construction Manager, or a related party as defined in Section 7.8, shall be subject to the Owner's prior approval. The total rental cost of any such equipment may not exceed the purchase price of any comparable item., § 7.5.3 Costs of removal of debris frorn. the site of the Work and its proper and legal. disposal.. § 7.5.4 Costs of the Construction.M.anager's site office, including general office equipment and supplies. ,"' ..... . . . . .............. .......... . .......... 11- I ..... .. . ....... . . ..................... ....... . . . . ....... l, I'll 1-1 . . .......... . . . . .... ...... AIA DoUlmentA133 2019. Copyright @ 1991, 2003, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," Inilt.. "AIA," [he AIA Loso, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 12:58.33 EFF 13 an 02/09/2023 under Order No.4104236664 which expires on 10/04/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents"" Terms of Service. To report copyright violations, e-mail docinfo@,aiacontracts.com. Useir Notes: (1450799920) § 7.5.5 Costs of materials and equipment suitably stored off the site at a mutually acceptable location, subject to the Owner's prior approval. § 7.6 Miscellaneous Costs § 7.6.1 Premiums for that portion of insurance and bonds required by the Contract Documents that can be directly attributed to this Contract. § 7.6.1.1 Costs for self-insurance, for either full or partial amounts of the coverages required by the Contract Documents, with the Owner's prior approval. § 7.6.1.2 Costs for insurance through a captive insurer owned or controlled by the Construction Manager, with the Owner's prior approval. § 7.6.2 Sales, use, or similar taxes, imposed by a governmental authority, that are related to the Work and for which the Construction Manager is liable. § 7.6.3 Fees and assessments for the building permit, and for other permits, licenses, and inspections, for which the Construction Manager is required by the Contract Documents to pay. § 7.6.4 Fees of laboratories for tests required by the Contract Documents; except those related to defective or nonconforming Work for which reimbursement is excluded under Article 13 of AIA Document A201-2017 or by other provisions of the Contract Documents, and which do not fall within the scope of Section 7.7.3. § 7.6.5 Royalties and license fees paid for the use of a particular design, process, or product, required by the Contract Documents. § 7.6.5.1 The cost of defending suits or claims for infringement of patent rights arising from requirements of the Contract Documents, payments made in accordance with legal judgments against the Construction Manager resulting from such suits or claims, and payments of settlements made with the Owner's consent, unless the Construction Manager had reason to believe that the required design, process, or product was an infringement of a copyright or a patent, and the Construction Manager failed to promptly furnish such information to the Architect as required by Article 3 of AIA Document A201-2017. The costs of legal defenses, judgments, and settlements shall not be included in the Cost of the Work used to calculate the Construction Manager's Fee or subject to the Guaranteed Maximum Price. § 7.6.6 Costs for communications services, electronic equipment, and software, directly related to the Work and located at the site, with the Owner's prior approval. § 7.6.7 Costs of document reproductions and delivery charges. § 7.6.8 Deposits lost for causes other than the Construction Manager's negligence or failure to fulfill a specific responsibility in the Contract Documents. § 7.6.9 Legal, mediation and arbitration costs, including attorneys' fees, other than those arising from disputes between the Owner and Construction Manager, reasonably incurred by the Construction Manager after the execution of this Agreement in the performance of the Work and with the Owner's prior approval, which shall not be unreasonably withheld. § 7.6.10 Expenses incurred in accordance with the Construction Manager's standard written personnel policy for relocation and temporary living allowances of the Construction Manager's personnel required for the Work, with the Owner's prior approval. § 7.6.11 That portion of the reasonable expenses of the Construction Manager's supervisory or administrative personnel incurred while traveling in discharge of duties connected with the Work. § 7.7 Other Costs and Emergencies § 7.7.1 Other costs incurred in the performance of the Work, with the Owner's prior approval. Init. AIA Document A133 —2019. Copyright @ 1991, 2003, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents' are registered trademarks of The American Institute of Architects. This document was produced at 12:58:33 ET 14 on 02/09/2023 under Order No.4104236664 which expires on 10/04/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1450799920) § 7.7.2 Costs incurred in taking action to prevent threatened damage, injury, or loss, in case of an emergency affecting the safety of persons and property, as provided in Article 10 of AIA Document A201-2017. § 7.7.3 Costs of repairing or correcting damaged or nonconforming Work executed by the Construction Manager, Subcontractors, or suppliers, provided that such damaged or nonconforming Work was not caused by the negligence of, or failure to fulfill a specific responsibility by, the Construction Manager, and only to the extent that the cost of repair or correction is not recovered by the Construction Manager from insurance, sureties, Subcontractors, suppliers, or others. § 7.7.4 The costs described in Sections 7.1 through 7.7 shall be included in the Cost of the Work, notwithstanding any provision of AIA Document A201-2017 or other Conditions of the Contract which may require the Construction Manager to pay such costs, unless such costs are excluded by the provisions of Section 7.9. § 7.8 Related Party Transactions § 7.8.1 For purposes of this Section 7.8, the term "related party" shall mean (1) a parent, subsidiary, affiliate, or other entity having common ownership of, or sharing common management with, the Construction Manager; (2) any entity in which any stockholder in, or management employee of, the Construction Manager holds an equity interest in excess of ten percent in the aggregate; (3) any entity which has the right to control the business or affairs of the Construction Manager; or (4) any person, or any member of the immediate family of any person, who has the right to control the business or affairs of the Construction Manager. § 7.8.2 If any of the costs to be reimbursed arise from a transaction between the Construction Manager and a related party, the Construction Manager shall notify the Owner of the specific nature of the contemplated transaction, including the identity of the related party and the anticipated cost to be incurred, before any such transaction is consummated or cost incurred. If the Owner, after such notification, authorizes the proposed transaction in writing, then the cost incurred shall be included as a cost to be reimbursed, and the Construction Manager shall procure the Work, equipment, goods, or service, from the related party, as a Subcontractor, according to the terms of Article 9. If the Owner fails to authorize the transaction in writing, the Construction Manager shall procure the Work, equipment, goods, or service from some person or entity other than a related party according to the terms of Article 9. § 7.9 Costs Not To Be Reimbursed § 7.9.1 The Cost of the Work shall not include the items listed below: .1 Salaries and other compensation of the Construction Manager's personnel stationed at the Construction Manager's principal office or offices other than the site office, except as specifically provided in Section 7.2, or as may be provided in Article 14; .2 Bonuses, profit sharing, incentive compensation, and any other discretionary payments, paid to anyone hired by the Construction Manager or paid to any Subcontractor or vendor, unless the Owner has provided prior approval; .3 Expenses of the Construction Manager's principal office and offices other than the site office; .4 Overhead and general expenses, except as may be expressly included in Sections 7.1 to 7.7; .5 The Construction Manager's capital expenses, including interest on the Construction Manager's capital employed for the Work; .6 Except as provided in Section 7.7.3 of this Agreement, costs due to the negligence of, or failure to fulfill a specific responsibility of the Contract by, the Construction Manager, Subcontractors, and suppliers, or anyone directly or indirectly employed by any of them or for whose acts any of them may be liable; .7 Any cost not specifically and expressly described in Sections 7.1 to 7.7; .8 Costs, other than costs included in Change Orders approved by the Owner, that would cause the Guaranteed Maximum Price to be exceeded; and .9 Costs for services incurred during the Preconstruction Phase. ARTICLE 8 DISCOUNTS, REBATES, AND REFUNDS § 8.1 Cash discounts obtained on payments made by the Construction Manager shall accrue to the Owner if (1) before making the payment, the Construction Manager included the amount to be paid, less such discount, in an Application for Payment and received payment from the Owner, or (2) the Owner has deposited funds with the Construction Manager with which to make payments; otherwise, cash discounts shall accrue to the Construction Manager. Trade discounts, rebates, refunds, and amounts received from sales of surplus materials and equipment shall accrue to the Owner, and the Construction Manager shall make provisions so that they can be obtained. Init. AIA Document A133 — 2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 12:58:33 ET 15 on 02/09/2023 under Order No.4104236664 which expires on 10/04/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1450799920) § 8.2 Amounts that accrue to the Owner in accordance with the provisions of Section 8.1 shall be credited to the Owner as a deduction from the Cost of the Work. ARTME 9 SUBCONTRACTS AND OTHER AGREEMERM § 9.1 Those portions of the Work that the Construction Manager does not customarily perform. with. the Construction Manager's own personnel shall be performed under subcontracts or other appropriate agreements with the Construction Manager. '["he Owner may designate specific persons fi-om whom, or entities from which, the Construction Manager shalt obtain bids. The Construction Manager shall obtain bids frorn Subcontractors, and from. suppliers of materials or equipment fabricated especially for the Work, who are qualified to perforrn that portion of the Work in accordance with the requirements of the Contract Documents. The Construction Manager shall deliver such bids to the Architect and Owner with an indication as to which bids the Construction Manager intends to accept. The Owner then has the right to review the Construction Manager's list of proposed subcontractors and suppliersin consultation with the Architect and, subject to Section 9.1.1, to object to any subcontractor or supplier. Any advice of the Architect, or approval or objection by the Owner, shall not relieve the Construction Manager of its responsibility to perform the Work in accordance with the Contract Documents. The Construction Manager shall not be required to Contract with anyone to whon.-.L the Construction Manager has reasonable objection. § 911 When a specific subcontractor or supplier (1) isrecommended 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 aqjust the Guaranteed MaxiMUM Price by the difference between the bid of the person. or entity recommended to the Owner by the Construction Manager and the amount of the sLibcontract or other agreement actually signed with the person or entity designated by the Owner, § 92 Subcontracts or other agreements shall conforrn to the applicable payment provisions of this Agreement., and shall. not be awarded on the basis of cost plus a fee without. the Owner's prior written. approval. If a. subcontract is awarded on the basis of cost plus a fee, the Construction Manager shall provide in the subcontract for the Owner to receive the same audit rights with regard to the Subcontractor as the Owner receives with regard to the Construction Manager in Article .1.0, ARTICII IE 10 ACCOUNTING RECORDS The Construction. Manager shalll keep full and detailed records and accounts related to the Cost of the Wor.k, and exercise such controls, as may be necessary for proper financial management under this Contract and to substantiate all costs incurred. The accounting and control systems shall be satisfactory to the Owner. The Owner and the Owner's auditors shall, during regular business hours and upon. reasonable notice, be affbrded access to, and shall be permitted to audit and copy, the Construction Manager's records and accounts, including complete documentation supporting accounting entries, books, job cost reports, correspondence, instructions, drawings, receipts, subcontracts, Subcontractor's proposals, Stibcontractor's invoices, purchase orders, vouchers, memoranda, and other data retating to this Contract. The Construction Manager shall preserve these :records for a period ofthree years after final payment., or for such longer period as may be required by law. AIRTIC11 IE 11 IPAYMIEN"rs IFOR CONSTRUGPION PHASE SERVICES 11.1 Progress Payments 111.1 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 Surn, to the Construction Manager, as provided below arid. elsewhere in the Contract Documents. § 11 .1,2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, or as follows: § 11.1.3 Provided that art .Application f6r Payment is received by the A-rchitect not later than the last day of a anonth, the Owner shall make payment of the amount certified to the Construction Manager not later than the last day ofthe following month. if an Application for Payment is received by the Architect after the application date fixed above, payment. ofthe amount certified shall be made by the Owner not later than thirty calendar (30 )days after the Architect receives the Application for Payment. (Federal, state or local lases may require payment within a certain period of time) AIA Document Al 33 — 2019. Copyright O 1991, 2003, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents' are registered trademarks of The American Institute of Architects. This document was produced at 12:58:33 E T 1 6 on 02/09/2023 under Order No.4104236664 which expires on 10/04/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Docurnent0 Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.corn. User Notes: (1450799920) § 11.1.4 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 payments already made by the Construction Manager on account of the Cost of the Work equal or exceed progress payments already received by the Construction Manager, plus payrolls for the period covered by the present Application for Payment, less that portion of the progress payments attributable to the Construction Manager's Fee. § 11.1.5 Each Application for Payment shall be based on the most recent schedule of values submitted by the Construction Manager in accordance with the Contract Documents. The schedule of values shall allocate the entire Guaranteed Maximum Price among: (1) the various portions of the Work; (2) any contingency for costs that are included in the Guaranteed Maximum Price but not otherwise allocated to another line item or included in a Change Order; and (3) the Construction Manager's Fee. § 11.1.5.1 The schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as the Architect may require. The schedule of values shall be used as a basis for reviewing the Construction Manager's Applications for Payment. § 11.1.5.2 The allocation of the Guaranteed Maximum Price under this Section 11.1.5 shall not constitute a separate guaranteed maximum price for the Cost of the Work of each individual line item in the schedule of values. § 11.1.5.3 When the Construction Manager allocates costs from a contingency to another line item in the schedule of values, the Construction Manager shall submit supporting documentation to the Architect. § 11.1.6 Applications for Payment shall show the percentage of completion of each portion of the Work as of the end of the period covered by the Application for Payment. The percentage of completion shall be the lesser of (1) the percentage of that portion of the Work which has actually been completed, or (2) the percentage obtained by dividing (a) the expense that has actually been incurred by the Construction Manager on account of that portion of the Work and for which the Construction Manager has made payment or intends to make payment prior to the next Application for Payment, by (b) the share of the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values. § 11.1.7 In accordance with AIA Document A201-2017 and subject to other provisions of the Contract Documents, the amount of each progress payment shall be computed as follows: § 11.1.7.1 The amount of each progress payment shall first include: .1 That portion of the Guaranteed Maximum Price properly allocable to completed Work as determined by multiplying the percentage of completion of each portion of the Work by the share of the Guaranteed Maximum Price allocated to that portion of the Work in the most recent schedule of values; .2 That portion of the Guaranteed Maximum Price properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the completed construction or, if approved in writing in advance by the Owner, suitably stored off the site at a location agreed upon in writing; .3 That portion of Construction Change Directives that the Architect determines, in the Architect's professional judgment, to be reasonably justified; and .4 The Construction Manager's Fee, computed upon the Cost of the Work described in the preceding Sections 11.1.7.1.1 and 11.1.7.1.2 at the rate stated in Section 6.1.2 or, if the Construction Manager's Fee is stated as a fixed sum in that Section, an amount that bears the same ratio to that fixed -sum fee as the Cost of the Work included in Sections 11.1.7.1.1 and 11.1.7.1.2 bears to a reasonable estimate of the probable Cost of the Work upon its completion. § 11.1.7.2 The amount of each progress payment shall then be reduced by: .1 The aggregate of any amounts previously paid by the Owner; .2 The amount, if any, for Work that remains uncorrected and for which the Architect has previously withheld a Certificate for Payment as provided in Article 9 of AIA Document A201-2017; .3 Any amount for which the Construction Manager does not intend to pay a Subcontractor or material supplier, unless the Work has been performed by others the Construction Manager intends to pay; .4 For Work performed or defects discovered since the last payment application, any amount for which the Architect may withhold payment, or nullify a Certificate of Payment in whole or in part, as provided in Article 9 of AIA Document A201-2017; AIA Document A133 —2019. Copyright @ 1991 2003 2009, and 2019. All rights reserved "The American Institute of Architects," "American Institute of Architects Init. � " AIA," the AIA Logo, and "AIA Contract Documents are registered trademarks of The American Institute of Architects. This document was produced at 12:58:33 ET 17 on 02/09/2023 under Order No.4104236664 which expires on 10/04/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance / with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1450799920) .5 The shortfall, if any, indicated by the Construction Manager in the documentation required by Section 11.1.4 to substantiate prior Applications for Payment, or resulting from errors subsequently discovered by the Owner's auditors in such documentation; and .6 Retainage withheld pursuant to Section 11.1.8. § 11.1.8 Retainage § 11.1.8.1 For each progress payment made prior to Substantial Completion of the Work, the Owner may withhold the following amount, as retainage, from the payment otherwise due: (Insert a percentage or amount to be withheld as retainage from each Application for Payment. The amount of retainage may be limited by governing law) Retainage of Five Percent (5,00%) will be help on each progress payment prior to Substantial Completion of the Work. § 11.1.8.1.1 The following items are not subject to retainage: (Insert any items not subject to the withholding of retainage, such as general conditions, insurance, etc) Not Applicable § 11.1.8.2 Reduction or limitation of retainage, if any, shall be as follows: (If the retainage established in Section 11.1.8.1 is to be modified prior to Substantial Completion of the entire Work, insert provisions for such modification.) Not Applicable § 11.1.8.3 Except as set forth in this Section 11.1.8.3, upon Substantial Completion of the Work, the Construction Manager may submit an Application for Payment that includes the retainage withheld from prior Applications for Payment pursuant to this Section 11.1.8. The Application for Payment submitted at Substantial Completion shall not include retainage as follows: (Insert any other conditions for release of retainage, such as upon completion of the Owner's audit and reconciliation, upon Substantial Completion) Not Applicable § 11.1.9 If final completion of the Work is materially delayed through no fault of the Construction Manager, the Owner shall pay the Construction Manager any additional amounts in accordance with Article 9 of AIA Document A201 2017. § 11.1.10 Except with the Owner's prior written approval, the Construction Manager shall not make advance payments to suppliers for materials or equipment which have not been delivered and suitably stored at the site. § 11.1.11 The Owner and the Construction Manager shall agree upon a mutually acceptable procedure for review and approval of payments to Subcontractors, and the percentage of retainage held on Subcontracts, and the Construction Manager shall execute subcontracts in accordance with those agreements. § 11.1.12 In taking action on the Construction Manager's Applications for Payment the Architect shall be entitled to rely on the accuracy and completeness of the information furnished by the Construction Manager, and such action shall not be deemed to be a representation that (1) the Architect has made a detailed examination, audit, or arithmetic verification, of the documentation submitted in accordance with Section 11.1.4 or other supporting data; (2) that the Architect has made exhaustive or continuous on -site inspections; or (3) that the Architect has made examinations to ascertain how or for what purposes the Construction Manager has used amounts previously paid on account of the Contract. Such examinations, audits, and verifications, if required by the Owner, will be performed by the Owner's auditors acting in the sole interest of the Owner. § 11.2 Final Payment § 11.2.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Construction Manager when Init. AIA Document A133 —2019. Copyright @ 1991, 2003, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 12:58:33 ET 18 on 02/09/2023 under Order No.4104236664 which expires on 10/04/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1450799920) .1 the Construction Manager has fully performed the Contract, except for the Construction Manager's responsibility to correct Work as provided in Article 12 of AIA Document A201-2017, and to satisfy other requirements, if any, which extend beyond final payment; .2 the Construction Manager has submitted a final accounting for the Cost of the Work and a final Application for Payment; and .3 a final Certificate for Payment has been issued by the Architect in accordance with Section 11.2.2.2. § 11.2.2 Within 30 days of the Owner's receipt of the Construction Manager's final accounting for the Cost of the Work, the Owner shall conduct an audit of the Cost of the Work or notify the Architect that it will not conduct an audit. § 11.2.2.1 If the Owner conducts an audit of the Cost of the Work, the Owner shall, within 10 days after completion of the audit, submit a written report based upon the auditors' findings to the Architect. § 11.2.2.2 Within seven days after receipt of the written report described in Section 11.2.2.1, or receipt of notice that the Owner will not conduct an audit, and provided that the other conditions of Section 11.2.1 have been met, the Architect will either issue to the Owner a final Certificate for Payment with a copy to the Construction Manager, or notify the Construction Manager and Owner in writing of the Architect's reasons for withholding a certificate as provided in Article 9 of AIA Document A201-2017. The time periods stated in this Section 11.2.2 supersede those stated in Article 9 of AIA Document A201-2017. The Architect is not responsible for verifying the accuracy of the Construction Manager's final accounting. § 11.2.2.3 If the Owner's auditors' report concludes that the Cost of the Work, as substantiated by the Construction Manager's final accounting, is less than claimed by the Construction Manager, the Construction Manager shall be entitled to request mediation of the disputed amount without seeking an initial decision pursuant to Article 15 of AIA Document A201-2017. A request for mediation shall be made by the Construction Manager within 30 days after the Construction Manager's receipt of a copy of the Architect's final Certificate for Payment. Failure to request mediation within this 30-day period shall result in the substantiated amount reported by the Owner'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. § 11.2.3 The Owner's final payment to the Construction Manager shall be made no later than 30 days after the issuance of the Architect's final Certificate for Payment, or as follows: Not Applicable § 11.2.4 If, subsequent to final payment, and at the Owner's request, the Construction Manager incurs costs, described in Sections 7.1 through 7.7, and not excluded by Section 7.9, to correct defective or nonconforming Work, the Owner shall reimburse the Construction Manager for such costs, and the Construction Manager's Fee applicable thereto, on the same basis as if such costs had been incurred prior to final payment, but not in excess of the Guaranteed Maximum Price. If adjustments to the Contract Sum are provided for in Section 6.1.7, the amount of those adjustments shall be recalculated, taking into account any reimbursements made pursuant to this Section 11.2.4 in determining the net amount to be paid by the Owner to the Construction Manager. § 11.3Interest Payments due and unpaid under the Contract shall bear interest from the date payment is due at the rate stated below, or in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located. (Insert rate of interest agreed upon, if any) Not Applicable % N/A ARTICLE 12 DISPUTE RESOLUTION § 12.1 Initial Decision Maker § 12.1.1 Any Claim between the Owner and Construction Manager shall be resolved in accordance with the provisions set forth in this Article 12 and Article 15 of A201-2017. However, for Claims arising from or relating to the Construction Manager's Preconstruction Phase services, no decision by the Initial Decision Maker shall be required as a condition precedent to mediation or binding dispute resolution, and Section 12.1.2 of this Agreement shall not apply. Init. AIA Document A133 — 2019. Copyright© 1991, 2003, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 12:58:33 ET 19 on 02/09/2023 under Order No.4104236664 which expires on 10/04/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance t with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1450799920) § 12.1.2 The Architect will serve as the Initial Decision Maker pursuant to Article 15 of AIA Document A201-2017 for Claims arising from or relating to the Construction Manager's Construction Phase services, unless the parties appoint below another individual, not a party to the Agreement, to serve as the Initial Decision Maker. (If the parties mutually agree, insert the name, address and other contact information of the Initial Decision Maker, if other than the Architect.) Not Applicable § 12.2 Binding Dispute Resolution For any Claim subject to, but not resolved by mediation pursuant to Article 15 of AIA Document A201-2017, the method of binding dispute resolution shall be as follows: (Check the appropriate box.) [ ] Arbitration pursuant to Article 15 of AIA Document A201-2017 [X ] Litigation in a court of competent jurisdiction [ ] Other: (Specify) If the Owner and Construction Manager do not select a method of binding dispute resolution, or do not subsequently agree in writing to a binding dispute resolution method other than litigation, Claims will be resolved by litigation in a court of competent jurisdiction. ARTICLE 13 TERMINATION OR SUSPENSION § 13.1 Termination Prior to Execution of the Guaranteed Maximum Price Amendment § 13.1.1 If the Owner and the Construction Manager do not reach an agreement on the Guaranteed Maximum Price, the Owner may terminate this Agreement upon not less than seven days' written notice to the Construction Manager, and the Construction Manager may terminate this Agreement, upon not less than seven days' written notice to the Owner. § 13.1.2 In the event of termination of this Agreement pursuant to Section 13.1.1, the Construction Manager shall be compensated for Preconstruction Phase services and Work performed prior to receipt of a notice of termination, in accordance with the terms of this Agreement. In no event shall the Construction Manager's compensation under this Section exceed the compensation set forth in Section 5.1. § 13.1.3 Prior to the execution of the Guaranteed Maximum Price Amendment, the Owner may terminate this Agreement upon not less than seven days' written notice to the Construction Manager for the Owner's convenience and without cause, and the Construction Manager may terminate this Agreement, upon not less than seven days' written notice to the Owner, for the reasons set forth in Article 14 of A201-2017. § 13.1.4 In the event of termination of this Agreement pursuant to Section 13.1.3, the Construction Manager shall be equitably compensated for Preconstruction Phase services and Work performed prior to receipt of a notice of termination. In no event shall the Construction Manager's compensation under this Section exceed the compensation set forth in Section 5.1. § 13.1.5 If the Owner terminates the Contract pursuant to Section 13.1.3 after the commencement of the Construction Phase but prior to the execution of the Guaranteed Maximum Price Amendment, the Owner shall pay to the Construction Manager an amount calculated as follows, which amount shall be in addition to any compensation paid to the Construction Manager under Section 13.1.4: .1 Take the Cost of the Work incurred by the Construction Manager to the date of termination; .2 Add the Construction Manager's Fee computed upon the Cost of the Work to the date of termination at the rate stated in Section 6.1 or, if the Construction Manager's Fee is stated as a fixed sum in that Section, an Init. AIA Document A133 — 2019. Copyright @ 1991, 2003, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects,' "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 12:58:33 ET 20 on 02/09/2023 under Order No.4104236664 which expires on 10/04/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance t with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1450799920) amount that bears the same ratio to that fixed -sum Fee as the Cost of the Work at the time of termination bears to a reasonable estimate of the probable Cost of the Work upon its completion; and .3 Subtract the aggregate of previous payments made by the Owner for Construction Phase services. § 13.1.6 The Owner shall also pay the Construction Manager fair compensation, either by purchase or rental at the election of the Owner, for any equipment owned by the Construction Manager that the Owner elects to retain and that is not otherwise included in the Cost of the Work under Section 13.1.5.1. To the extent that the Owner elects to take legal assignment of subcontracts and purchase orders (including rental agreements), the Construction Manager shall, as a condition of receiving the payments referred to in this Article 13, execute and deliver all such papers and take all such steps, including the legal assignment of such subcontracts and other contractual rights of the Construction Manager, as the Owner may require for the purpose of fully vesting in the Owner the rights and benefits of the Construction Manager under such subcontracts or purchase orders. All Subcontracts, purchase orders and rental agreements entered into by the Construction Manager will contain provisions allowing for assignment to the Owner as described above. § 13.1.6.1 If the Owner accepts assignment of subcontracts, purchase orders or rental agreements as described above, the Owner will reimburse or indemnify the Construction Manager for all costs arising under the subcontract, purchase order or rental agreement, if those costs would have been reimbursable as Cost of the Work if the contract had not been terminated. If the Owner chooses not to accept assignment of any subcontract, purchase order or rental agreement that would have constituted a Cost of the Work had this agreement not been terminated, the Construction Manager will terminate the subcontract, purchase order or rental agreement and the Owner will pay the Construction Manager the costs necessarily incurred by the Construction Manager because of such termination. § 13.2 Termination or Suspension Following Execution of the Guaranteed Maximum Price Amendment § 13.2.1 Termination The Contract may be terminated by the Owner or the Construction Manager as provided in Article 14 of AIA Document A201-2017. § 13.2.2 Termination by the Owner for Cause § 13.2.2.1 If the Owner terminates the Contract for cause as provided in Article 14 of AIA Document A201-2017, the amount, if any, to be paid to the Construction Manager under Article 14 of AIA Document A201-2017 shall not cause the Guaranteed Maximum Price to be exceeded, nor shall it exceed an amount calculated as follows: ,1 Take the Cost of the Work incurred by the Construction Manager to the date of termination; .2 Add the Construction Manager's Fee, computed upon the Cost of the Work to the date of termination at the rate stated in Section 6.1 or, if the Construction Manager' Fee is stated as a fixed sum in that Section, an amount that bears the same ratio to that fixed -sum Fee as the Cost of the Work at the time of termination bears to a reasonable estimate of the probable Cost of the Work upon its completion; .3 Subtract the aggregate of previous payments made by the Owner; and .4 Subtract the costs and damages incurred, or to be incurred, by the Owner under Article 14 of AIA Document A201-2017. § 13.2.2.2 The Owner shall also pay the Construction Manager fair compensation, either by purchase or rental at the election of the Owner, for any equipment owned by the Construction Manager that the Owner elects to retain and that is not otherwise included in the Cost of the Work under Section 13.2.2.1.1. To the extent that the Owner elects to take legal assignment of subcontracts and purchase orders (including rental agreements), the Construction Manager shall, as a condition of receiving the payments referred to in this Article 13, execute and deliver all such papers and take all such steps, including the legal assignment of such subcontracts and other contractual rights of the Construction Manager, as the Owner may require for the purpose of fully vesting in the Owner the rights and benefits of the Construction Manager under such subcontracts or purchase orders. § 13.2.3 Termination by the Owner for Convenience If the Owner terminates the Contract for convenience in accordance with Article 14 of AIA Document A201-2017, then the Owner shall pay the Construction Manager a termination fee as follows: (Insert the amount of or method for determining the fee, if any, payable to the Construction Manager. following a termination for the Owner's convenience) If the Owner terminates the Contract, the Construction Manager shall be paid the Construction Manager Fee equal to the percent complete. AIA Document Al33 — 2019. Copyright © 199 -... -. rights r ..... ._.. --- - . _.......................... ... - Init. 1 2003 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA,' the AIA Logo, and AIA Contract Documents' are registered trademarks of The American Institute of Architects. This document was produced at 12:58:33 ET 21 on 02/09/2023 under Order No.4104236664 which expires on 10/0412023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1450799920) § 13.3 Suspension The Work may be suspended by the Owner as provided in Article 14 of AIA Document A201-2017; in such case, the Guaranteed Maximum Price and Contract Time shall be increased as provided in Article 14 of AIA Document A201-2017, except that the term "profit" shall be understood to mean the Construction Manager's Fee as described in Sections 6.1 and 6.3.5 of this Agreement. ARTICLE 14 MISCELLANEOUS PROVISIONS § 14.1 Terms in this Agreement shall have the same meaning as those in A201-2017. Where reference is made in this Agreement to a provision of AIA Document A201-2017 or another Contract Document, the reference refers to that provision as amended or supplemented by other provisions of the Contract Documents. § 14.2 Successors and Assigns § 14.2.1 The Owner and Construction Manager, respectively, bind themselves, their partners, successors, assigns and legal representatives to covenants, agreements, and obligations contained in the Contract Documents. Except as provided in Section 14.2.2 of this Agreement, and in Section 13.2.2 of A201-2017, neither party to the Contract shall assign the Contract as a whole without written consent of the other. If either party attempts to make an assignment without such consent, that party shall nevertheless remain legally responsible for all obligations under the Contract. § 14.2.2 The Owner may, without consent of the Construction Manager, 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 Construction Manager shall execute all consents reasonably required to facilitate the assignment. § 14.3Insurance and Bonds § 14.3.1 Preconstruction Phase The Construction Manager shall maintain the following insurance for the duration of the Preconstruction Services performed under this Agreement. If any of the requirements set forth below exceed the types and limits the Construction Manager normally maintains, the Owner shall reimburse the Construction Manager for any additional cost. § 14.3.1.1 Commercial General Liability with policy limits of not less than two million dollars ($ 2,000,000 ) for each occurrence and two million dollars ($ 2,000,000 ) in the aggregate for bodily injury and property damage. § 14.3.1.2 Automobile Liability covering vehicles owned, and non -owned vehicles used, by the Construction Manager with policy limits of not less than one million dollars ($ 1,000,000 ) per accident for bodily injury, death of any person, and property damage arising out of the ownership, maintenance and use of those motor vehicles, along with any other statutorily required automobile coverage. § 14.3.1.3 The Construction Manager may achieve the required limits and coverage for Commercial General Liability and Automobile Liability through a combination of primary and excess or umbrella liability insurance, provided that such primary and excess or umbrella liability insurance policies result in the same or greater coverage as the coverages required under Sections 14.3.1.1 and 14.3.1.2, and in no event shall any excess or umbrella liability insurance provide narrower coverage than the primary policy. The excess policy shall not require the exhaustion of the underlying limits only through the actual payment by the underlying insurers. § 14.3.1.4 Workers' Compensation at statutory limits and Employers Liability with policy limits not less than one million dollars ($ 1,000,000 ) each accident, one million dollars ($ 1,000,000 ) each employee, and one million dollars ($ 1,000,000 ) policy limit. § 14.3.1.5 Professional Liability covering negligent acts, errors and omissions in the performance of professional services, with policy limits of not less than one million dollars ($ 1,000,000 ) per claim and one million ($ 1,000,000 ) in the aggregate. § 14.3.1.6 Other Insurance (List below any other insurance coverage to be provided by the Construction Manager and any applicable limits.) Coverage Limits Excess Liability over Commercial $10,000,000 each occurrence; $10,000,00.0 general aggregate Init. AIA Document A133 — 2019. Copyright @ 1991, 2003, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 12:58:33 ET 22 on 02/09/2023 under Order No.4104236664 which expires on 10/0412023, is not for resale, is licensed for one-time use only, and may only be used in accordance t with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1450799920) General Liability, Business Automobile Liability and Employer's Liability Builder's Risk Insurance Equal to GNP Amount. Excludes coverage of existing facilities. § 14.3.1.7 Additional Insured Obligations. To the fullest extent permitted by law, the Construction Manager shall cause the primary and excess or umbrella polices for Commercial General Liability and Automobile Liability to include the Owner as an additional insured for claims caused in whole or in part by the Construction Manager's negligent acts or omissions. The additional insured coverage shall be primary and non-contributory to any of the Owner's insurance policies and shall apply to both ongoing and completed operations. § 14.3.1.8 The Construction Manager shall provide certificates of insurance to the Owner that evidence compliance with the requirements in this Section 14.3.1. § 14.3.2 Construction Phase After execution of the Guaranteed Maximum Price Amendment, the Owner and the Construction Manager shall purchase and maintain insurance as set forth in AIA Document A133T"�2019, Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price, Exhibit B, Insurance and Bonds, and elsewhere in the Contract Documents. § 14.3.2.1 The Construction Manager shall provide bonds as set forth in AIA Document A133TM-2019 Exhibit B, and elsewhere in the Contract Documents. § 14.4 Notice in electronic format, pursuant to Article 1 of AIA Document A201-2017, may be given in accordance with AIA Document E203TM-2013, Building Information Modeling and Digital Data Exhibit, if completed, or as otherwise set forth below: (If other than in accordance with AIA Document E203-2013, insert requirements for delivering notice in electronic format such as name, title, and email address of the recipient and whether and how the system will be required to generate a read receipt for the transmission) Not Applicable § 14.5 Other provisions: Not Applicable ARTICLE 15 SCOPE OF THE AGREEMENT § 15.1 This Agreement represents the entire and integrated agreement between the Owner and the Construction Manager and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Construction Manager. 15.2 The following documents comprise the Agreement: .1 AIA Document Al33TM-2019, Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price .2 AIA Document A133Tm-2019, Exhibit A, Guaranteed Maximum Price Amendment, if executed .3 AIA Document A133TM-2019, Exhibit B, Insurance and Bonds .4 AIA Document A201TM-2017, General Conditions of the Contract for Construction .5 AIA Document E203Tm--2013, Building Information Modeling and Digital Data Exhibit, dated as indicated below: (Insert the date of the E203-2013 incorporated into this Agreement.) Not Applicable .6 Other Exhibits: (Check all boxes that apply) Init. AIA Document A133 —2019. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 12:58:33 ET 23 on 02/09/2023 under Order No.4104236664 which expires on 10/04/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance 1 with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1450799920) [ ] AIA Document E234Tm-2019, Sustainable Projects Exhibit, Construction Manager as Constructor Edition, dated as indicated below: (Insert the date of the E234-2019 incorporated into this Agreement.) [ ] Supplementary and other Conditions of the Contract: Document Title Date Pages Other documents, if any, listed below: (List here any additional documents that are intended to form part of the Contract Documents. AIA DocumentA201-2017provides that the advertisement or invitation to bid, Instructions to Bidders, sample forms, the Construction Manager's bid or proposal, portions of Addenda relating to bidding or proposal requirements, and other information furnished by the Owner in anticipation of receiving bids orproposals, are not part of the Contract Documents unless enumerated in this Agreement. Any such documents should be listed here only if intended to be part of the Contract Documents.) Not Applicable This Agreement is entered into as of the day and year first w1 OWNER (Signature) Honorable Sean Kilbride Mayor of the Town of Westlake -...... _ (Printed name and title) Michael D. Freeman President ......... ... (Printed name and title) Init. AIA Document A133 — 2019. Copyright @ 1991, 2003, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents' are registered trademarks of The American Institute of Architects. This document was produced at 12:58:33 ET 24 on 02/09/2023 under Order No.4104236664 which expires on 10/04/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance t with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1450799920) Additions and Deletions Report for AIA® Document A133° — 2019 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 12:58:33 ET on 02109/2023. PAGE Town of Westlake 15„0,0, S..o...lana Boulevard Building 7,bSuite 7200 Westlake Texas 76262 Steele &„Freeman, Inc. 1301 Lawson Road Fort,,,Worth,,T„exas 76131 Westlake Academy ,,,,Gymnasium Buildin w Renovation Glenn ..I...Partners 5,646 Milton_ Street, _Suite 4,26 Dallas .Texas 75206 PAGE 2 The scope of work will be defined in the plans and specifications issued from Glenn„ Partners and a � eed,w)on in the future Guaranteed Maximum Price Amendment. Project consists o f renovations,, twosetsof smaller locker rooms,. scoreboard, court str p i _bleachers, acoustical pianels Ws. . onfururation of storage rooms„ PAGE The Owner's budget„will be defined andaereed up;on,in the future Guaranteed Maximum Price Amendment Not Applicable Construction commencement will be established b� a Notice to Proceed_followin� acceptance. of the future Guaranteed Maximum Price Amendment. Additions and Deletions Report for AIA Document A133 — 2019. Copyright© 1991, 2003, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 12:58:33 ET on 02/09/2023 under Order No.4104236664 which expires on 10/04/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1450799920) Substantial CM21etion will be established and agreed upon in the future Guaranteed M,,,,,aximum Price Amendment Not Applicable Not„A)�l�licable Not Applicable TroyMe,er,Assistant Town Manaser Town of Westlake 1500 Solana Boulevard Building 7_ Suite 7200 Westlake, Texas 76262 817-490-5735 PAGE 4 Not Applicable AIA4 Consulting Ensrineers 4,975Preston Park Boulevard, Suite 6....40W Plano, Texas 75093 1. Not Applicable Not Applicable Greg Este,,sRA,,,,,,M.Arch Glenn, 1Partners 5646 Milton Street., Suite 426 Dallas, Texas ............._._ _....... exas75206 469- 0-7655 Mc„hael,D _Freeman, President Steel,e&_Freeman, _I_nc. 1301_Lawson Road Fort Worth, Texas 7613.1_ Additions and Deletions Report for AIA Document A133 — 2019. Copyright @ 1991, 2003, 2009, and 2019>. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This draft 2 was produced at 12:58:33 ET on 02/09/2023 under Order No.4104236664 which expires on 10104/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, a -mail docinfo@aiacontracts.com. User Notes: (1450799920) 817-232-4742 Not Applicable PAGE 5 Not Applicable Not Applicable PAGE 7 Not„AMi,pab„le PAGE 10 No,,,,Charge ,($0.00 Na Anplcabl,e PAGE 11 § 5.2.2 Payments are due and payable upon presentation of the Construction Manager's invoice. Amounts unpaid Not Applicable (N/A ) days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Construction Manager. The Construction Manager's Fee shall be 6„m00% of_the GMP The 0verhead Fee shall be alumA� sum amount of $..143 768 00 to include on -site field staff,, field 1protect office office wpplies.. jlostage/shi ipin�/courier service, coIMmachine/pai�erm telelrhone/data/intemet/,fax service,_ vehicle allowance for field staff and personal computers_ Builder's Risk Insurance,,,,,,,,µ 0 1,8% of the GMP. General/Umbrella L abilim Insurance 0 32,,,% 0 of the GMP. EgLri tjent and Performance Bonds 1 „3,1 % 0 of the GMP. Subcontractor Default Insurance _1.50% of Enrolled Subcontractors/Sul liers The method ofAdjustment „of the Construction Manager's...Fees will be in accordance with the ,percentalre._fees stip ulated,tn,ParaNraph,,,6 1.2 for any changes in excess of the Original GMP, Subcontractor's overhead, and orofit for increase,,,s, n the cost of its_t)ortion of the Work shall be limited to 10% overhead and 5%profit. PAGE 12 Not Af111licable All„ finalbalancesin. bettermentc,,,ontins?enc, and allowanc,,,es,will_be. credit in full to the Owner at contract_comtaletion. Additions and Deletions Report for AIA Document A133 — 2019. Copyright© 1991, 2003, 2009, and 2019>. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This draft 3 was produced at 12:58:33 ET on 02/09/2023 under Order No.4104236664 which expires on 10/04/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1450799920) PAGE 13 The, ,follow n&!,,,personnel are included in the Lump Sum Overhead_Fee above_ Senior Pro1e,,,ct Man,,,,ager allocated at_10%o. Pro;le,c,,,t ManaL!era11ocated at 50%. General 5ppermtendent allocated at 10%_ Sulrerintendent_allocated at_100%. PAGE 16 § 11.1.3 Provided that an Application for Payment is received by the Architect not later than the last day of a month, the Owner shall make payment of the amount certified to the Construction Manager not later than the last day of the followin ,..._month. If an Application for Payment is received by the Architect after the application date fixed above, payment of the amount certified shall be made by the Owner not later than thirty calendar(30 ) days after the Architect receives the Application for Payment. PAGE 18 Retain aa e of Five Percent(5..00%,p, will.be hello on_each w�ro?nresslpa-ment_prior to Substantial_Completion of the_ Work. Not Applicable Not Applicable Not i . licable PAGE 19 Not Applicable Not Al, cab )hle ,% N/A PAGE 20 NotAfr,ltlicable [ XI Litigation in a court of competent jurisdiction PAGE 21 If the Owner terminates the Contract, the Constru,,c,,,tion Manager shall be paid the.._Construction Manager_ Fee e�)ual,to the ),ugpnt complete_ PAGE 22 § 14.3.1.1 Commercial General Liability with policy limits of not less than two million dollars .... ($ 2 000,,,000 ) for each occurrence and two million dollars _($ 2 000, 000) in the aggregate for bodily injury and property damage. § 14.3.1.2 Automobile Liability covering vehicles owned, and non -owned vehicles used, by the Construction Manager policy one million dollars ._($ 1.000,000.....) per accident for bodily injury, death of any with olic limits of not less than o „„„,„„„ , „ . person, and property damage arising out of the ownership, maintenance and use of those motor vehicles, along with any other statutorily required automobile coverage. ................. ._................ ....-- --- ........ Additions and Deletions Reportfor AIA Document A133 — 2019. Copyright @ 1991, 2003, 2009, and 2019>. All rights reserved. 'The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This draft 4 was produced at 12:58:33 ET on 02/09/2023 under Order No.4104236664 which expires on 10/04/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1450799920) § 14.3.1.4 Workers' Compensation at statutory limits and Employers Liability with policy limits not less than one million do„1„la„r„s __.($ 1_,000,000 ,,) each accident, one__ million,,,,, dollars ($ 1 000,000 � each employee, and one million dollars ($ 1000.0.00) policy limit. § 14.3.1.5 Professional Liability covering negligent acts, errors and omissions in the performance of professional policy million dollars_($ 1,0 00,000 ) per claim and one million.......($ services with olic limits of not less than one 1 OOOOOQ___) in the aggregate. ....:......... ExcessL,,,iability ov_.er Commercial 10,_000,000,,,each,,,, occurrence $10 000 00,0„general a a�Fre�ate General liability, Business Automobile Liability, and Em loner's Liability Builder's Risk Insurance Ecxual to.GMP Amount Excludes „coveraae.of exis„tim facilities. PAGE 23 Not,AWlicable Not Applicable Not ,.Ap licable PAGE 24 Not..Ajicable Honorable Sean Kilbride, Ma^�or of the Town of Westlake Michael D. Freeman President Additions and Deletions Report for AIA Document A133 — 2019. Copyright @ 1991, 2003, 2009, and 2019>. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA,' the AIA Logo, and "AIA Contract Documents' are trademarks of The American Institute of Architects. This draft 5 was produced at 12:58:33 ET on 02/09/2023 under Order No.4104236664 which expires on 10/04/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1450799920) 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 12:58:33 ET on 02/09/2023 under Order No. 4104236664 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 — 2019, Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maxum Price, other than those additions and deletions shown in the associated Additions and Deletions lenor1 .....m�� (Title) (Dated) AIA Document D401 —2003. Copyright @ 1992 and 2003. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA,'the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 12:58:33 ET on 02/09/2023 under Order No.4104236664 which expires on 10/04/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1450799920) OF Document Al 33'- 2019 Exhibit A Guaranteed Maximum Price Amendment This Amendment dated the day of in the year , is incorporated into the accompanying AIA Document A133TM-2019, Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price dated the day of in the ADDITIONS AND DELETIONS: year (the "Agreement") The author of this document has (In words, indicate day, month, and year) added information needed for its completion. The author may also have revised the text of the original for the following PROJECT: AIA standard form. An Additions and (Name and address or location) Deletions Report that notes added information as well as revisions to Westlake Academy Gymnasium Building Renovations the standard form text is available 1500 Solana Boulevard from the author and should be Building 7, Suite 7200 reviewed. A vertical line in the left Westlake, Texas 76262 margin of this document indicates where the author has added THE OWNER: necessary information and where (Name, legal status, and address) the author has added to or deleted from the original AIA text. Town of Westlake 1500 Solana Boulevard This document has important legal 1500 Solana Boulevard consequences. Consultation with an Building 7, Suite 7200 attorney is encouraged with respect Westlake, Texas 76262 to its completion or modification. AIA Document A201 TM-2017, THE CONSTRUCTION MANAGER: General Conditions of the Contract (Name, legal status, and address) for Construction, is adopted in this document by reference. Do not use Steele & Freeman, Inc. 1301 Lawson Road with other general conditions unless Fort Worth, Texas 76131 this document is modified. TABLE OF ARTICLES A.1 GUARANTEED MAXIMUM PRICE A.2 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION A.3 INFORMATION UPON WHICH AMENDMENT IS BASED A.4 CONSTRUCTION MANAGER'S CONSULTANTS, CONTRACTORS, DESIGN PROFESSIONALS, AND SUPPLIERS ARTICLE A.1 GUARANTEED, MAXIMUM PRICE § A.1.1 Guaranteed Maximum Price Pursuant to Section 3.2.6 of the Agreement, the Owner and Construction Manager hereby amend the Agreement to establish a Guaranteed Maximum Price. As agreed by the Owner and Construction Manager, the Guaranteed Maximum Price is an amount that the Contract Sum shall not exceed. The Contract Sum consists of the Construction Manager's Fee plus the Cost of the Work, as that term is defined in Article 6 of the Agreement. Init. AIA Document A133 — 2019 Exhibit A. Copyright @ 1991, 2003, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced by AIA software at 15:54:09 ET on 02/09/2023 under Order No.4104236664 which expires on 10/04/2023, is not for resale, is licensed for one-time use only, and may / only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (3139ADMA) § A.1.1.1 The Contract Sum is guaranteed by the Construction Manager not to exceed One Million eighty-seven thousand nine hundred sixty-eight ($ 1,087,968 ), subject to additions and deductions by Change Order as provided in the Contract Documents. § A.1.1.2 Itemized Statement of the Guaranteed Maximum Price. Provided below is an itemized statement of the Guaranteed Maximum Price organized by trade categories, including allowances; the Construction Manager's contingency; alternates; the Construction Manager's Fee; and other items that comprise the Guaranteed Maximum Price as defined in Section 3.2.1 of the Agreement. (Provide itemized statement below or reference an attachment.) Reference Exhibit H — Guaranteed Maximum Price 1 page, dated February 9, 2023 § A.1.1.3 The Construction Manager's Fee is set forth in Section 6.1.2 of the Agreement. § A.1.1.4 The method of adjustment of the Construction Manager's Fee for changes in the Work is set forth in Section 6.1.3 of the Agreement. § A.1.1.5 Alternates § A.1.1.5.1 Alternates, if any, included in the Guaranteed Maximum Price: Item Price Reference Exhibit F — Alternates 1 page, dated February 9, 2023 § A.1.1.5.2 Subject to the conditions noted below, the following alternates may be accepted by the Owner following execution of this Exhibit A. Upon acceptance, the Owner shall issue a Modification to the Agreement. (Insert below each alternate and the conditions that must be met. for the Owner to accept the alternate) Item Price Conditions for Acceptance Reference Exhibit F — Alternates 1 page, dated February 9, 2023 § A.1.1.6 Unit prices, if any: (Identify the item and state the unit price and quantity limitations, if any, to which the unit price will be applicable) Item Units and Limitations Price per Unit ($0.00) Reference Exhibit G — Unit Prices 1 page, dated February 9, 2023 ARTICLE A.2 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION § A.2.1 The date of commencement of the Work shall be: (Check one of the following boxes) [ ] The date of execution of this Amendment. [ X ] Established as follows: (Insert a date or a means to determine the date of commencement of the Work.) Date of commencement shall be official notice to proceed or issuance of a full unrestricted building permit, whichever is later. If a date of commencement of the Work is not selected, then the date of commencement shall be the date of execution of this Amendment. § A.2.2 Unless otherwise provided, the Contract Time is the period of time, including authorized adjustments, allotted in the Contract Documents for Substantial Completion of the Work. The Contract Time shall be measured from the date of commencement of the Work. Architects,' "AIA," the AIA Logo, Exhibit A. Aact Documents, 2009, and 2019. All rights reserved "The American Institute of Architects," "American Institute Init. AIA Document A133 — 2019 Exhibit A. Copyright* 1991 2003, 2 ������ ute of q e trademarks of The American Institute of Architects. This document was produced at 15:54:09 2 ET on 02/09/2023 under Order No.4104236664 which expires on 10/04/2023, is not for resale, is licensed for one-time use only, and may only be used in / accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (3139ADMA) § A.2.3 Substantial Completion § A.2.3.1 Subject to adjustments of the Contract Time as provided in the Contract Documents, the Construction Manager shall achieve Substantial Completion of the entire Work: (Check one of the following boxes and complete the necessary information) [ ] Not later than ( ) calendar days from the date of commencement of the Work. [ X ] By the following date: Reference Exhibit E — Schedule 1 page, dated February 9, 2023 § A.2.3.2 Subject to adjustments of the Contract Time as provided in the Contract Documents, if portions of the Work are to be completed prior to Substantial Completion of the entire Work, the Construction Manager shall achieve Substantial Completion of such portions by the following dates: Portion of Work Substantial Completion Date § A.2.3.3 If the Construction Manager fails to achieve Substantial Completion as provided in this Section A.2.3, liquidated damages, if any, shall be assessed as set forth in Section 6.1.6 of the Agreement. ARTICLE A.3 INFORMATION UPON WHICH AMENDMENT IS BASED § A.3.1 The Guaranteed Maximum Price and Contract Time set forth in this Amendment are based on the Contract Documents and the following: § A.3.1.1 The following Supplementary and other Conditions of the Contract: Document Title Date Pages § A.3.1.2 The following Specifications: (Either list the Specifications here, or refer to an exhibit attached to this Amendment) Reference Exhibit B — Project Manual Drawings 5 pages, dated February 9, 2023 Section Title Date Pages § A.3.1.3 The following Drawings: (Either list the Drawings here, or refer to an exhibit attached to this Amendment.) Reference Exhibit B — Project Manual Drawings 5 pages, dated February 9, 2023 Number Title Date § A.3.1.4 The Sustainability Plan, if any: (If the Owner identified a Sustainable Objective in the Owner's Criteria, identify the document or documents that comprise the Sustainability Plan by title, date and number of pages, and include other identifying information. The Sustainability Plan identifies and describes the Sustainable Objective; the targeted Sustainable Measures; implementation strategies selected to achieve the Sustainable Measures; the Owner's and Construction Manager's roles and responsibilities associated with achieving the Sustainable Measures; the specific details about design reviews, testing or metrics to verify achievement of each Sustainable Measure; and the Sustainability Documentation required for the Project, as those terms are defined in Exhibit C to the Agreement) Title Date Pages Init. AIA Document A133 — 2019 Exhibit A. Copyright© 1991, 2003, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 15:54:09 3 ET on 02/09/2023 under Order No.4104236664 which expires on 10/04/2023, is not for resale, is licensed for one-time use only, and may only be used in t accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (3139ADMA) Other identifying information: § A.3.1.5 Allowances, if any, included in the Guaranteed Maximum Price: (Identify each allowance) Item Price Reference Exhibit C — Allowances 1 page, dated February 9, 2023 § A.3.1.6 Assumptions and clarifications, if any, upon which the Guaranteed Maximum Price is based: (Identify each assumption and clarification) Reference Exhibit D — Clarifications 2 pages, dated February 9, 2023 § A.3.1.7 The Guaranteed Maximum Price is based upon the following other documents and information: (List any other documents or information here, or refer to an exhibit attached to this Amendment.) Reference Exhibit H — Guaranteed Maximum Price 1 page, dated February 9, 2023 ARTICLE AA CONSTRUCTION MANAGER'S CONSULTANTS, CONTRACTORS, DESIGN PROFESSIONALS, AND SUPPLIERS § A.4.1 The Construction Manager shall retain the consultants, contractors, design professionals, and suppliers, identified below: (List name, discipline, address, and other information) This Amendment to the Agreement entered into as of the day and year OWNER (Signature) Honorable Sean Kilbride Mayor of the Town of Westlake Printed name � ( and title) wn MANAGER (Signature) D. freeman President (Printed name and title) Init. AIA Document A133 — 2019 Exhibit A. Copyright @ 1991, 2003, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA,' the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 15:54:09 4 ET on 02/09/2023 under Order No.4104236664 which expires on 10/04/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (3B9ADA4A) Additions and Deletions Report for AIA° Document A 1330 — 2019 Exhibit A 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 15:54:09 ET on 02/09/2023. PAGE 1 Westlake Academy, y mnasium Building Renovations 1500 Solana Boulevard Building, 7„ Suite 7200 Westlake, Texas 762,62_„ Town of Westlake 1500 Solana Boulevard 1500 Solana Boulevard Building 7 Suite 7200 Westlake, Texas 76262 Steele & Freeman. Inc. 1301 Lawson Road Fort Worth, Texas 76131 PAGE 2 § A.1.1.1 The Contract Sum is guaranteed by the Construction Manager not to exceed One Million et ,,hC -seven thousand nine hundred six�yjei**ht ($ 1.,Ow87.968 ), subject to additions and deductions by Change Order as provided in the Contract Documents. Reference Exhibit H Guaranteed Maximum Price pa-e dated February 9,m,2023 Reference Exhibit F — Alternatesl12ae,,,, dat,,, ed.Februaa y 9. 2023 Reference Exhibit „F- Alternates 1,11 e dated February.. 2023 Additions and Deletions Report for AIA Document A133 — 2019 Exhibit A. Copyright © 1991, 2003, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA,' the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 15:54:09 ET on 02/09/2023 under Order No.4104236664 which expires on 10/04/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (369ADA4A) Reference,Exhibit .,.G„- Unit Prices 1 as ,e.. dated Februar-w 9, 2023, [ X ] Established as follows: Date of commencement, shall be official notice to_lrroceed or, issuance of a full unrestricted buildinLrermt,, whichever is later. PAGE 3 [ X ] By the following date: Reference Exhibit .., . .Schedule 1„,1ma e, dated February „2, 2023 Reference Exhibit_B — Project Manual Drawings�S.aes, dated February° 9. 2023. Reference Exhibit B— Pro i ect Manual Drawin s 5 j1pt,cs PAGE 4 Reference Exhibit C — Allowances 1 m_ aw°ae, dated February 9� 2023 Reference Exhibit D — Clarifications 2 pages. dated Februa,i y 9. 2023 — e 1 j a ,e„ dated. February 9 2023w,,._ Reference Exhibit H,m Guaranteed Maximum Pnc „ Honorable Sean Kilbride May r of the Town of Michael D. Freeman President Westlake Additions and Deletions Report for AIA Document At 33 — 2019 Exhibit A. Copyright @ 1991, 2003, 2009, and 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This 2 document was produced at 15:54:09 ET on 02/09/2023 under Order No.4.104236664 which expires on 10/04/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (3B9ADA4A) Certification of Document's Authenticity AIA® Document D401 TIN — 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 15:54:09 ET on 02/09/2023 under Order No. 4104236664 frem AIA Contract Documents software and that in preparing the attached final document I made no changes t the original text of AIA® Document A133TM - 2019 Exhibit A, Guaranteed Maximum Price Amendment,/t'athe� tha0hose additions and deletions shown in the associated Additions and Deletions Report. AIA Document D401 — 2003. Copyright @ 1992 and 2003. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are trademarks of The American Institute of Architects. This document was produced at 15:54:09 ET on 02/09/2023 under Order No.4104236664 which expires on 10/04/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (3B9ADA4A) UNION IN u i o uu GENERAL GOO-00 COVER SHEET AND SHEET INDEX January 20, 2023 ADDENDUM No. 2 GOI-01 GENERAL NOTES, CODE ANALYSIS, AND ABBREVIATIONS January 3, 2023 G02-01 CODE COMPLIANCE PLANS January 3, 2023 S_TR_...U_.CT_U....R.....A... _L. S1.1 STRUCTURAL NOTES, PLAN, & DETAILS January 3, 2023 DEMOLITION A03-11 DEMOLITION PLAN - LEVEL 00 & 01 GYMNASIUM January 3, 2023 A03-21 DEMOLITION PHOTOS January 3, 2023 ARCHITECTURAL , __.. A11-01 FLOOR PLAN - LEVEL 00 & 01- GYMNASIUM January 3, 2023 Al2-01 REFLECTED CEILING PLAN -LEVEL 00 & 01 & CEILING DETAILS January 3, 2023 A13-00 INTERIOR FINISH LEGEND,TRANSITION SCHEDULE, EQUIPMENT SCHEDULE January 11, 2023 ADDENDUM No.1 AND DETAILS A13-01 FINISH AND FLOOR PATTERN PLAN - LEVEL 01- GYMNASIUM January 3, 2023 A43-00 PLUMBING FIXTURES, TOILET ACCESSORIES, AND GENERAL MOUNTING January 11, 2023 ADDENDUM No.1 HEIGHTS A43-11 PLUMBING LAYOUTS AND ELEVATIONS January 3, 2023 A43-12 PLUMBING LAYOUTS AND ELEVATIONS January 3, 2023 A44-01 ENLARGED FLOOR PLANS AND ELEVATIONS January 3, 2023 A45-01 INTERIOR ELEVATIONS January 11, 2023 ADDENDUM No.1 A50-01 STANDARD CASEWORK DETAILS, LOCKER DETAILS January 3, 2023 A61-01 INTERIOR PARTITION TYPES AND DETAILS January 3, 2023 A62-01 DOOR SCHEDULE AND DETAILS January 3, 2023 M_E.CHANIC.A..L.. DEMO„L,I,TIO,,,N MD03-11 MECHANICAL DEMOLITION FLOOR PLAN - LEVEL 00 & 01- GYMNASIUM January 3, 2023 MECHANICAL MHII-01 MECHANICAL FLOOR PLAN - LEVEL 00 & 01- GYMNASIUM January 3, 2023 MH17-11 MECHANICAL DETAILS, SYMBOLS, GENERAL NOTES, & SCHEDULES January 3, 2023 PLUM.B.ING...DEMOLITIDN PD11-01 PLUMBING DEMOLITION FLOOR PLAN - LEVEL 00 & 01- GYMNASIUM January 3, 2023 PLUMBING PL11-01 PLUMBING FLOOR PLAN - LEVEL 00 & 01- GYMNASIUM January 3, 2023 PL17-00 PLUMBING DETAILS, SYMBOLS & GENERAL NOTES January 3, 2023 E....L. ECTRICAILDEMOL„ITION ED03-11 ELECTRICAL DEMOLITION FLOOR PLAN - LEVEL 00 & 01- GYMNASIUM January 3, 2023 ELECTRICAL EL11-01 LIGHTING FLOOR PLAN - LEVEL 00 & 01- GYMNASIUM January 20, 2023 ADDENDUM No. 2 EL17-00 LIGHTING DETAILS, SYMBOLS, & GENERAL NOTES January 20, 2023 ADDENDUM No. 2 EL17-01 LUMINAIRE SCHEDULE, CONTROL CHART AND ENERGY SUMMARY January 3, 2023 EP11-01 ELECTRICAL FLOOR PLAN - LEVEL 00 & 01- GYMNASIUM January 20, 2023 ADDENDUM No. 2 EP17-00 ELECTRICAL RISER, DETAILS, SYMBOLS, & GENERAL NOTES January 20, 2023 ADDENDUM No. 2 Westlake Academy - Amendment 001, 02-09-23 Page 1 FIR....E SUPPRESSION FP11-01 CODE REVIEW, BUILDING DESIGN CRITERIA & DIAGRAMS January 3, 2023 T E O ,H,,,, N,,Q,,,,L MY Y ET11-01 ELECTRICAL COMMUNICATIONS FLOOR PLAN - LEVEL 01- GYMNASIUM January 3, 2023 ET17-00 ELECTRICAL COMMUNICATIONS DETAILS AND SYMBOLS January 3, 2023 FIRE _ ALARM .... FA11-01 FIRE ALARM FLOOR PLAN - LEVEL 01- GYMNASIUM January 3, 2023 Westlake Academy -Amendment 001, 02-09-23 Page 2 SPECIFICATION SECTION, NUMBER & TITLE DATED DIVISION 00 - INTRODUCTORY INFORMATION 00 0100 - Title Page January 3, 2023 00 0107 - Seals Page January 3, 2023 00 0110 - Table of Contents January 3, 2023 00 0115 - List of Drawing Sheets January 3, 2023 00 1113 - Advertisement for Bids January 3, 2023 00 2113 - Instructions to Bidders January 3, 2023 00 26 00 - Procurement Substitution Procedures January 3, 2023 00 4113 - Bid Form - Stipulated Sum (Single -Prime Contract) January 3, 2023 DIV„I,S,I„O, N Ql,,-,GENERAL... REQUIREMENTS 0110 00 - Summary January 3, 2023 0122 00 - Unit Prices January 3, 2023 0123 00 - Alternates January 3, 2023 0125 00 -Substitution Procedures January 3, 2023 0126 00 - Contract Modification Procedures January 3, 2023 0129 00 - Payment Procedures January 3, 2023 013100 - Project Management and Coordination January 3, 2023 013106 - Coordination Drawings January 3, 2023 0132 33 - Photographic Documentation January 3, 2023 0133 00-Submittal Procedures January 3, 2023 0135 16 - Alteration Project Procedures January 3, 2023 0140 00 - Quality Requirements January 3, 2023 0142 00 - References January 3, 2023 0150 00 - Temporary Facilities and Controls January 3, 2023 0177 00 - Closeout Procedures January 3, 2023 0178 23 - Operation and Maintenance Data January 3, 2023 0178 39 - Project Record Documents January 3, 2023 0179 00 - Demonstration and Training January 3, 2023 019100 - General Commissioning Requirements (MEP) January 3, 2023 DIVISION 02._-_EXISTINQ CONDITIONS 02 4119 - Selective Demolition January 3, 2023 DIVISION .....03-- CONCR,,,ET,E, 03 54 16 - Hydraulic Cement Underlayment January 3, 2023 DIVISION 04 - MASONRY 04 22 00 - Concrete Unit Masonry January 3, 2023 DIVI.SLO,N 05 - METALS 05 12 00 - Structural Steel (S) January 3, 2023 05 40 00 - Cold -formed Metal Framing January 3, 2023 05 50 00 - Metal Fabrications DI,VISI.ON 06..-.WOOD., PLA3TId $,,AND COMPOSITES. 06 10 53 - Miscellaneous Rough Carpentry January 3, 2023 06 4116 - Plastic -Laminate -Clad Architectural Cabinets January 3, 2023 DIVISI.O....N 07 -THERMAL AND M_O_ISTURE PRQTECT,,tQN 07 84 13 - Penetration Firestopping January 3, 2023 07 84 43 - Joint Firestopping January 3, 2023 07 92 00 - Joint Sealants January 3, 2023 07 92 19 - Acoustical Joint Sealants January 3, 2023 Westlake Academy - Amendment 001, 02-09-23 Page 3 DIVISI,,,O,,,,,N 08 - OPENINGS 08 14 16 - Flush Wood Doors January 3, 2023 08 3113 - Access Doors and Frames January 3, 2023 08 7100 - Door Hardware January 3, 2023 08 80 00 - Glazing January 3, 2023 08 83 00 - Mirrors January 3, 2023 08 87 00 - Glazing Surface Films January 3, 2023 DIVISION 09 - FINISHES 09 05 61.13 - Moisture Vapor Emission Control January 3, 2023 09 29 00 - Gypsum Board January 3, 2023 09 30 13 - Ceramic Tiling January 3, 2023 09 6116 - Concrete Floor Sealing January 3, 2023 09 64 66 - Wood Athletic Flooring Resurfacing January 3, 2023 09 65 13 - Resilient Base and Accessories January 3, 2023 09 65 16 - Resilient Sheet Flooring January 3, 2023 09 65 19 - Resilient Tile Flooring January 3, 2023 09 72 00 - Wall Coverings January 3, 2023 09 84 33 - Sound -Absorbing Wall Units January 3, 2023 09 9113 - Exterior Painting January 3, 2023 09 9123 - Interior Painting January 3, 2023 DIVISION 10 - SPECIALTIES 10 1146 -Visual Display Fabrics January 3, 2023 10 14 00 - Signage January 3, 2023 10 2113.17 - Phenolic -Core Toilet Compartments January 3, 2023 10 26 00 - Wall and Door Protection January 3, 2023 10 28 00 - Toilet, Bath, and Laundry Accessories January 3, 2023 10 50 00 - Shelving and High Density Storage Assemblies January 3, 2023 10 5163 - Solid Surface Athletic Lockers January 3, 2023 DIVISION it ...EQUIPMENT 1130 13 - Residential Appliances January 3, 2023 1166 23 - Gymnasium Equipment January 3, 2023 1166 43 - Interior Scoreboards January 3, 2023 DIVISION 12 - FURNISHINGS . 12 36 61.19 - Q.,uartz Agglomerate Countertops January 3, 2023 12 66 00 - Telescoping Stands January 3, 2023 DIVISION 13,through 20_- LNOT U_.S.E....D) DIVISION 21- FIRE SUPPRESSION 2100 10 - Basic Fire Protection System Requirements January 3, 2023 2100 90 - Fire Protection System Submittal Procedures January 3, 2023 2113 14 - Fire Protection System January 3, 2023 DIVISION 22 - PLUMBING .....-- 22 00 10 - Basic Plumbing Requirements January 3, 2023 22 00 90 - Plumbing Submittal Procedures January 3, 2023 22 05 24 - Valves - General January 3, 2023 22 05 30 - Pipe and Pipe Fittings January 3, 2023 22 05 54 - Plumbing Identification January 3, 2023 22 07 20 - Piping Insulation January 3, 2023 22 08 00 - Commissioning of Plumbing January 3, 2023 22 1117 - Domestic Water Piping and Appurtenances Copper January 3, 2023 22 13 17 - Soil, Waste and Sanitary Drain Piping, Vent Piping, and Appurtenances January 3, 2023 22 33 34 - Access Doors January 3, 2023 22 40 01- Plumbing Fixtures and Fixture Carriers January 3, 2023 Westlake Academy - Amendment 001, 02-09-23 Page 4 DIVISION 23 ,HEATING, VENTILATING, AND AIR-COND„I„T„IOMNG I,H,VAC,,,) 23 00 00 - Basic Mechanical Requirements January 3, 2023 23 00 90 - HVAC Submittal Procedures January 3, 2023 23 05 29 - Hangers and Supports for HVAC Piping and Equipment January 3, 2023 23 05 53 - Identification for HVAC Piping and Equipment January 3, 2023 23 05 93 - Testing, Adjusting, and Balancing for HVAC January 3, 2023 23 07 13 - Duct and Grille Insulation January 3, 2023 23 08 00 - Commissioning of Heating, Ventilating, and Air Conditioning (HVAC) January 3, 2023 23 3113 - Metal Ductwork January 3, 2023 23 33 33 - Access Doors January 3, 2023 23 37 13 - Diffusers, Registers, and Grilles January 3, 2023 DIVISION 24,and_25 (N..O....T USED,y DIVISION 26 E_..LECTIC..A...L 26 00 00 - Electrical January 3, 2023 26 00 30 - Warranty Period January 3, 2023 26 00 90 - Electrical Submittal Procedures January 3, 2023 26 05 11- Electrical Demolition January 3, 2023 26 05 19 - Low -Voltage Electrical Power Conductors and Cables January 3, 2023 26 05 26 - Grounding and Bonding for Electrical Systems January 3, 2023 26 05 33.11- Raceways and Conduits for Electrical Systems January 3, 2023 26 05 33.13 - Boxes and Fittings for Electrical Systems January 3, 2023 26 05 34 - Provisions for Communication, Security, and Safety Systems January 3, 2023 26 08 00 - Commissioning of Electrical Systems January 3, 2023 26 09 23 Lighting Control Devices January 3, 2023 26 22 13 - Low -Voltage Distribution Transformers January 3, 2023 26 27 26 - Wiring Devices January 3, 2023 26 28 13 - Fuses January 3, 2023 26 28 16 - Enclosed Switches and Circuit Breakers January 3, 2023 26 50 00 - Lighting January 3, 2023 26 82 43 - Scoreboards January 3, 2023 DIVISION 27 CO....MMUNICATIONS 27 05 00 - General Communication Systems Requirements January 3, 2023 27 4130 - Integrated Audio -Visual Systems January 3, 2023 DIVISI.0....N 28 and 49 - (NOT, U,SED PRE -BID RFI No. & TYPE DATED Pre -BID RFI No. 1 Electrical Clarifications January 18th, 2023 Pre -BID RFI No. 2 Window Film Clarifications January 18th, 2023 Pre -BID RFI No. 3 Bleacher Clarifications January 18th, 2023 Pre -BID RFI No. 4 High -Density Storage Clarifications January 18th, 2023 Pre -BID RFI No. 5 Electrical Clarifications January 18th, 2023 Pre -BID RFI No. 6 Tiling Clarifications January 20th, 2023 Pre -BID RFI No. 7 Plumbing Clarifications January 24th, 2023 Pre -BID RFI No. 8 Fire Alarm Clarifications January 24th, 2023 RETURNED January 24th, 2023 40T Ill'R"IIIURNED January 25th, 2023 January 24th, 2023 January 24th, 2023 January 24th, 2023 January 25th, 2023 January 24th, 2023 Westlake Academy - Amendment 001, 02-09-23 Page 5 MU 1 Construction Contingency $32,639 Owner Betterment $21,759 Inflation / Escalation Contingency $10,517 ALLOWANCES INC ....LUDEC INN„CMP $64,915 Westlake Academy - Amendment 001, 02-09-23 Page 6 COVID-19 or Pandemics issues may delay delivery of equipment and/or labor. Any and all delays related to COVID-19 or unforseen 1 circumstances outside the Construction Managers control shall be claimed on a a day for day basis. Div 01 General Requirements 1 We have excluded state sales tax on INCORPORATED materials. 2 We have excluded tap, impact & meter fees. 3 The Building Permit cost has been excluded. 4 Bids are based on 100% CD Set dated 01/03/2023 and noted is Exhibit 'B'. 5 We have excluded materials testing and special inspections. 6 It is assumed that the contract documents have been thoroughly reviewed to meet Federal, state and local codes. 7 We exclude all seismic requirements referenced in the specifications due to the Project's location in Azle does not require any Seismic consideration. 8 We have excluded a submittal schedule. 9 We have excluded recovery schedules. Deposits required in advance to procure materials will be included on the pay application within the same pay period in which payment is due 10 for deposit to the subcontractors / suppliers. Materials that are stored onsite or stored at subcontractor's warehouse will be included on pay applications. Invoices and photos of stored 11 materials will be provided upon request. The construction contingency is for the Construction Manager's exclusive use to cover those costs considered reimbursable as the Cost of the 12 Work but not included in a Change Order. All construction contingency expenditures will be documented monthly with each application for payment. All unforeseen scope not clearly identified , not quantified and/or not properly referenced in the contract documents shall be allocated toward 13 Owner Betterment. A Proposed Change (PC) will be presented for Owner approval for all Owner Betterment expenditures. 14 This project is not a LEED project, therefor VOC Content Restriction (greater than federal or state requirements) and Commissioning is excluded. 15 Video of recorded training will be provided on a thumb drive in lieu of a DVD Disc. 16 Temporary Environmental Controls, Flush Out & Air contaminant testing is not included in this scope of work. 17 Testing Laboratory Services shall be provided by the owner and is excluded from this scope of work. 18 SFI will provide access to the TEAMS project management software for project documentation. Submittal review shall be no more than 10 business days. If additional time is required for approval, then delay to material fabrication and 19 delivery could affect the construction schedule. 20 Perspective drawings or architectural renderings are not contract drawings. Only signed and sealed documents are part of the GMP. 21 Franchise utility service charges have been excluded for communication lines, electrical power, Atmos gas, etc. Delegated Design submittals are recognized for the following sections: 05 40 00 Cold -Formed Metal Framing, 2113 14 Fire Protection 22 System, No other Delegated Design requirements are recognized unless noted by section. 23 Unforseen material delivery and availablity issues beyond Steele & Freeman's control shall be a day for day extention to the project schedule. Due to the current market with shortages of material, we reserve the right to provide substitutions for approval if the the shortage or material 24 causes an increase in material pricing, color, or finish limitations or affects the construction schedule or availability of those materials during construction. Div 02 Exisfin Con_d tio-n..s 1 Hazardous materials indentification, testing, abatement, removal, demolition, and/or disposal is excluded. Westlake Academy - Amendment 001, 02-09-23 Page 7 Div 05 Metals 1 We have excluded AISC certifications and inspections. (Cooperation with the Owner's inspector is included). 2 We have excluded all AESS steel finishes. None shown. 3 All material sizing to comply with U.L. requirements is the responsibility of the Architect and Engineer and not the Construction Manager. Upsizing of steel beyond what is clearly shown, sized and located in the contract documents is excluded. 4 All miscellaneous metals shown but not sized in the contract documents are specifically excluded. Div 06 Wo,,,,o, ds, Plastics, and Compg5 teI$ 1 All millwork has been bid to be built to AWI Standards per the specs. AWI Labels are excluded. 2 AWI Certification is excluded. Div 09 Finishes 1 The final version of the light gauge framing shop drawings will be sealed by a professional engineer as specified. 2 Wax and wax stripping of flooring is excluded. Div 12 Furnishings 1 We have excluded all furniture, except as noted as millwork in Div 6 Div 21 Fire. Su.r...esswon, It is assumed that the water main will have sufficient pressure to serve this building; therefore, all booster pumps and low pressure pipe 1 routing & heads have been excluded. 2 The fire suppression system is delegated -design and included a wet system. 3 Flexible type sprinkler heads are included. Westlake Academy - Amendment 001, 02-09-23 Page 8 E UN Estimated Substantial Completion to be within 154 calendar days from notice to proceed or the issuance of the full and unrestricted building permit, which ever is the later. Westlake Academy - Amendment 001, 02-09-23 Page 9 No. 1 First Floor Restrooms $148,876 REJECTED w'� r Westlake Academy - Amendment 001, 02-09-23 Page 10 mu wi II�° uuu a '� UI I II mi IIII �N Unit Price No. 1 - Moisture Vapor Emission Control System Provide cost per square foot for complete system, including shot-blasting concrete substrate, application of penetrant, post -application moisture $21.52 /SF and alkalinity testing, application of cementitious underlayment, and manufacturer's 15-year warranty. Westlake Academy - Amendment 001, 02-09-23 Page 11 DIVISION BID PACKAGE DESCRIPTION TOTAL COST 01 GENERAL CONDITIONS $143,768 01 EXECUTION AND CLOSEOUT REQUIREMENTS $98,214 02 EXISTING CONDITIONS $35,000 7 03 CONCRETE $10,000 N/A 04 MASONRY $18,700 3 06 WOODS, PLASTICS and COMPOSITES $79,317 7 O8 OPENINGS $15,192 3 09 FINISHES $215,458 20 10 SPECIALTIES $30,381 5 11 EQUIPMENT $81,063 11 21 FIRE SUPPRESSION $5,150 4 22 PLUMBING $47,570 3 23 HEATING, VENTILATING, and AIR CONDITIONING (HVAC) $1,474 2 26 ELECTRICAL $90,199 5 27 COMMUNICATIONS $32,670 2 28 ELECTRONIC SAFETY and SECURITY $14,977 1 00 LABOR BURDEN $8,720 00 SUBCONTRACTOR DEFAULT INSURANCE FEE $10,229 00 CONTRACTOR CONTINGENCY $32,639 00 OWNER BETTERMENT $21,759 00 INFLATION / ESCALATION CONTINGENCY $10,517 00 CONSTRUCTION MANAGER FEE $65,278 00 PAYMENT and PERFORMANCE BONDS $14,252 00 BUILDERS RISK $1,958 00 GENERAL / EXCESS LIABILITY $3,481 JjFjjjjjjjjjjj�' - Westlake Academy - Amendment 001, 02-09-23 Page 12 ® - 2 1 Exhibit B � Document A1.33 0 9 Insurance and Bonds This Insurance and Bonds Exhibit is part of the Agreement, between the Owner and the Construction Manager, dated the day of in the year (In words, indicate day, month and year) ADDITIONS AND DELETIONS: for the following PROJECT: The author of this document has added information needed for its (Name and location or address) completion. The author may also have revised the text of the original Westlake Academy Gymnasium Building Renovation AIA standard form. An Additions and Deletions Report that notes added information as well as revisions to the THE OWNER: standard form text is available from (Name, legal status, and address) the author and should be reviewed. A vertical line in the left margin of this Town of Westlake document indicates where the author 1500 Solana Boulevard has added necessary information Building 7, Suite 7200 and where the author has added to or Westlake, Texas 76262 deleted from the original AIA text. This document has important legal THE CONSTRUCTION MANAGER: consequences. Consultation with an (Name, legal status, and address) attorney is encouraged with respect to its completion or modification. Steele & Freeman, Inc. 1301 Lawson Road This document is intended to be used Fort Worth, Texas 76131 in conjunction with AIA Document A201 TM-2017, General Conditions of TABLE OF ARTICLES the Contract for Construction. Article 11 of A201 TM-2617 contains B.1 GENERAL additional insurance provisions. B.2 OWNER'S INSURANCE B.3 CONSTRUCTION MANAGER'S INSURANCE AND BONDS BA SPECIAL TERMS AND CONDITIONS ARTICLE B.1 GENERAL The Owner and Construction Manager shall purchase and maintain insurance, and provide bonds, as set forth in this Exhibit. As used in this Exhibit, the term General Conditions refers to AIA Document A201TM-2017, General Conditions of the Contract for Construction. ARTICLE B.2 OWNER'S INSURANCE § B.2.1 General Prior to commencement of the Work, the Owner shall secure the insurance, and provide evidence of the coverage, required under this Article B.2 and, upon the Construction Manager's request, provide a copy of the property insurance policy or policies required by Section B.2.3. The copy of the policy or policies provided shall contain all applicable conditions, definitions, exclusions, and endorsements. Init. AIA Document A133 — 2019 Exhibit B. Copyright @ 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 12:58:45 ET on 02/09/2023 1 under Order No.4104236664 which expires on 10/04/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA 1 Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1396193586) § B.2.2 Liability Insurance The Owner shall be responsible for purchasing and maintaining the Owner's usual general liability insurance. § B.2.3 Required Property Insurance § B.2.3.1 Unless this obligation is placed on the Construction Manager pursuant to Section B.3.3.2.1, the Owner shall purchase and maintain, from an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located, property insurance written on a builder's risk "all-risks" completed value or equivalent policy form and sufficient to cover the total value of the entire Project on a replacement cost basis. The Owner's property insurance coverage shall be no less than the amount of the initial Contract Sum, plus the value of subsequent Modifications and labor performed and materials or equipment supplied by others. The property insurance shall be maintained until Substantial Completion and thereafter as provided in Section B.2.3.1.3, unless otherwise provided in the Contract Documents or otherwise agreed in writing by the parties to this Agreement. This insurance shall include the interests of the Owner, Construction Manager, Subcontractors, and Sub -subcontractors in the Project as insureds. This insurance shall include the interests of mortgagees as loss payees. § B.2.3.1.1 Causes of Loss. The insurance required by this Section B.2.3.1 shall provide coverage for direct physical loss or damage, and shall not exclude the risks of fire, explosion, theft, vandalism, malicious mischief, collapse, earthquake, flood, or windstorm. The insurance shall also provide coverage for ensuing loss or resulting damage from error, omission, or deficiency in construction methods, design, specifications, workmanship, or materials. Sub -limits, if any, are as follows: (Indicate below the cause of loss and any applicable sub -limit) Cause of Loss Sub -Limit Limit for Frame or Joisted Masonry Construction $2,000,000.00 Earthquake Limit $5,000,000.00 Flood Limit Outside 100 Yr. Plain. Inside 100 Yr. Plain excluded. $5,000,000.00 Soft Cost Limit $1,000,000.00 Transit Limit $500,000.00 Temporary Offsite Storage Limit $1,000,000.00 § B.2.3.1.2 Specific Required Coverages. The insurance required by this Section B.2.3.1 shall provide coverage for loss or damage to falsework and other temporary structures, and to building systems from testing and startup. The insurance shall also cover debris removal, including demolition occasioned by enforcement of any applicable legal requirements, and reasonable compensation for the Architect's and Construction Manager's services and expenses required as a result of such insured loss, including claim preparation expenses. Sub -limits, if any, are as follows: (Indicate below type of coverage and any applicable sub -limit far specific required coverages) Coverage Sub -Limit § B.2.3.1.3 Unless the parties agree otherwise, upon Substantial Completion, the Owner shall continue the insurance required by Section B.2.3.1 or, if necessary, replace the insurance policy required under Section B.2.3.1 with property insurance written for the total value of the Project that shall remain in effect until expiration of the period for correction of the Work set forth in Section 12.2.2 of the General Conditions. § B.2.3.1.4 Deductibles and Self -Insured Retentions. If the insurance required by this Section B.2.3 is subject to deductibles or self -insured retentions, the Owner shall be responsible for all loss not covered because of such deductibles or retentions. § B.2.3.2 Occupancy or Use Prior to Substantial Completion. The Owner's occupancy or use of any completed or partially completed portion of the Work prior to Substantial Completion shall not commence until the insurance company or companies providing the insurance under Section B.2.3.1 have consented in writing to the continuance of coverage. The Owner and the Construction Manager shall take no action with respect to partial occupancy or use that would cause cancellation, lapse, or reduction of insurance, unless they agree otherwise in writing. Init. AIA Document A133 —2019 Exhibit B. Copyright @ 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 12:58:45 ET on 02/09/2023 2 under Order No.4104236664 which expires on 10/04/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1396193586) § B.2.3.3Insurance for Existing Structures If the Work involves remodeling an existing structure or constructing an addition to an existing structure, the Owner shall purchase and maintain, until the expiration of the period for correction of Work as set forth in Section 12.2.2 of the General Conditions, "all-risks" property insurance, on a replacement cost basis, protecting the existing structure against direct physical loss or damage from the causes of loss identified in Section 13.2.3.1, notwithstanding the undertaking of the Work. The Owner shall be responsible for all co-insurance penalties. § B.2.4 Optional Extended Property Insurance. The Owner shall purchase and maintain the insurance selected and described below. (Select the types of insurance the Owner is required to purchase and maintain by placing an X in the box(es) next to the description(s) ofselected insurance. For each type of insurance selected, indicate applicable limits of coverage or other conditions in the fill point below the selected item.) [ ] § B.2.4.1 Loss of Use, Business Interruption, and Delay in Completion Insurance, to reimburse the Owner for loss of use of the Owner's property, or the inability to conduct normal operations due to a covered cause of loss. [ ] § B.2.4.2 Ordinance or Law Insurance, for the reasonable and necessary costs to satisfy the minimum requirements of the enforcement of any law or ordinance regulating the demolition, construction, repair, replacement or use of the Project. [ ] § B.2.4.3 Expediting Cost Insurance, for the reasonable and necessary costs for the temporary repair of damage to insured property, and to expedite the permanent repair or replacement of the damaged property. [ ] § B.2.4A Extra Expense Insurance, to provide reimbursement of the reasonable and necessary excess costs incurred during the period of restoration or repair of the damaged property that are over and above the total costs that would normally have been incurred during the same period of time had no loss or damage occurred. [ ] § B.2.4.5 Civil Authority Insurance, for losses or costs arising from an order of a civil authority prohibiting access to the Project, provided such order is the direct result of physical damage covered under the required property insurance. [ ] § B.2.4.6 Ingress/Egress Insurance, for loss due to the necessary interruption of the insured's business due to physical prevention of ingress to, or egress from, the Project as a direct result of physical damage. [ ] § B.2.4.7 Soft Costs Insurance, to reimburse the Owner for costs due to the delay of completion of the Work, arising out of physical loss or damage covered by the required property insurance: including construction loan fees; leasing and marketing expenses; additional fees, including those of architects, engineers, consultants, attorneys and accountants, needed for the completion of the construction, repairs, or reconstruction; and carrying costs such as property taxes, building permits, additional interest on loans, realty taxes, and insurance premiums over and above normal expenses. Init. AIA Document A133 — 2019 Exhibit B. Copyright @ 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA,' the AIA Logo, and "AIA Contract Documents' are registered trademarks of The American Institute of Architects. This document was produced at 12:58:45 ET on 02/09/2023 3 under Order No.4104236664 which expires on 10/04/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA ! Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1396193586) § B.2.5 Other Optional Insurance. The Owner shall purchase and maintain the insurance selected below. (Select the types of insurance the Owner is required to purchase and maintain by placing an X in the box(es) next to the description(s) of selected insurance.) [ ] § B.2.5.1 Cyber Security Insurance for loss to the Owner due to data security and privacy breach, including costs of investigating a potential or actual breach of confidential or private information. (Indicate applicable limits of coverage or other conditions in the fill point below) [ ] § B.2.5.2 Other Insurance (List below any other insurance coverage to be provided by the Owner and any applicable limits) Coverage Limits ARTICLE B.3 CONSTRUCTION MANAGER'S INSURANCE AND BONDS § B.3.1 General § B.3.1.1 Certificates of Insurance. The Construction Manager shall provide certificates of insurance acceptable to the Owner evidencing compliance with the requirements in this Article B.3 at the following times: (1) prior to commencement of the Work; (2) upon renewal or replacement of each required policy of insurance; and (3) upon the Owner's written request. An additional certificate evidencing continuation of commercial liability coverage, including coverage for completed operations, shall be submitted with the final Application for Payment and thereafter upon renewal or replacement of such coverage until the expiration of the periods required by Section B.3.2.1 and Section B.3.3.1. The certificates will show the Owner as an additional insured on the Construction Manager's Commercial General Liability and excess or umbrella liability policy or policies. § B.3.1.2 Deductibles and Self -Insured Retentions. The Construction Manager shall disclose to the Owner any deductible or self- insured retentions applicable to any insurance required to be provided by the Construction Manager. § B.3.1.3 Additional Insured Obligations. To the fullest extent permitted by law, the Construction Manager shall cause the commercial general liability coverage to include (1) the Owner, the Architect, and the Architect's consultants as additional insureds for claims caused in whole or in part by the Construction Manager's negligent acts or omissions during the Construction Manager's operations; and (2) the Owner as an additional insured for claims caused in whole or in part by the Construction Manager's negligent acts or omissions for which loss occurs during completed operations. The additional insured coverage shall be primary and non-contributory to any of the Owner's general liability insurance policies and shall apply to both ongoing and completed operations. To the extent commercially available, the additional insured coverage shall be no less than that provided by Insurance Services Office, Inc. (ISO) forms CG 20 10 07 04, CG 20 37 07 04, and, with respect to the Architect and the Architect's consultants, CG 20 32 07 04. § B.3.2 Construction Manager's Required Insurance Coverage § B.3.2.1 The Construction Manager shall purchase and maintain the following types and limits of insurance from an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located. The Construction Manager shall maintain the required insurance until the expiration of the period for correction of Work as set forth in Section 12.2.2 of the General Conditions, unless a different duration is stated below: (If the Construction Manager is required to maintain insurance for a duration other than the expiration of the period for correction of Work, state the duration) Init. AIA Document A133 — 2019 Exhibit B. Copyright @ 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA,' the AIA Logo, and "AIA Contract Documents' are registered trademarks of The American Institute of Architects. This document was produced at 12:58:45 ET on 02/09/2023 4 under Order No.4104236664 which expires on 10/04/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA / Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1396193586) § B.3.2.2 Commercial General Liability § B.3.2.2.1 Commercial General Liability insurance for the Project written on an occurrence form with policy limits of not less than two -million dollars and no cents ($ 2,000,000.00 ) each occurrence, two -million dollars and no cents ($ 2,000,000.00 ) general aggregate, and two -million dollars and no cents ($ 2,000,000.00 ) aggregate for products -completed operations hazard, providing coverage for claims including .1 damages because of bodily injury, sickness or disease, including occupational sickness or disease, and death of any person; .2 personal injury and advertising injury; .3 damages because of physical damage to or destruction of tangible property, including the loss of use of such property; .4 bodily injury or property damage arising out of completed operations; and .5 the Construction Manager's indemnity obligations under Section 3.18 of the General Conditions. § B.3.2.2.2 The Construction Manager's Commercial General Liability policy under this Section B.3.2.2 shall not contain an exclusion or restriction of coverage for the following: .1 Claims by one insured against another insured, if the exclusion or restriction is based solely on the fact that the claimant is an insured, and there would otherwise be coverage for the claim. .2 Claims for property damage to the Construction Manager's Work arising out of the products -completed operations hazard where the damaged Work or the Work out of which the damage arises was performed by a Subcontractor. .3 Claims for bodily injury other than to employees of the insured. .4 Claims for indemnity under Section 3.18 of the General Conditions arising out of injury to employees of the insured. .5 Claims or loss excluded under a prior work endorsement or other similar exclusionary language. .6 Claims or loss due to physical damage under a prior injury endorsement or similar exclusionary language. .7 Claims related to residential, multi -family, or other habitational projects, if the Work is to be performed on such a project. .8 Claims related to roofing, if the Work involves roofing. .9 Claims related to exterior insulation finish systems (EIFS), synthetic stucco or similar exterior coatings or surfaces, if the Work involves such coatings or surfaces. .10 Claims related to earth subsidence or movement, where the Work involves such hazards. .11 Claims related to explosion, collapse and underground hazards, where the Work involves such hazards. § B.3.2.3 Automobile Liability covering vehicles owned, and non -owned vehicles used, by the Construction Manager, with policy limits of not less than one -million dollars and no cents ($ 1,000,000.00 ) per accident, for bodily injury, death of any person, and property damage arising out of the ownership, maintenance and use of those motor vehicles along with any other statutorily required automobile coverage. § B.3.2.4 The Construction Manager may achieve the required limits and coverage for Commercial General Liability and Automobile Liability through a combination of primary and excess or umbrella liability insurance, provided such primary and excess or umbrella insurance policies result in the same or greater coverage as the coverages required under Section B.3.2.2 and B.3.2.3, and in no event shall any excess or umbrella liability insurance provide narrower coverage than the primary policy. The excess policy shall not require the exhaustion of the underlying limits only through the actual payment by the underlying insurers. I,iabi it ,`r, ;.��i�'�I ��.,i s iillli% S rt<< 1i',11 trljHion doHors r'iuJ ffo%E'ifi :d (�l,'1 1 f (,flYl,'1'1� ..r�i itr�J4L .11�'ti olf� P71'i lifl��l<rtI § B.3.2.5 Workers' Compensation at statutory limits. § B.3.2.6 Employers' Liability with policy limits not less than one -million dollars and no cents ($ 1,000,000.00 ) each accident, one -million dollars and no cents ($ 1,000,000.00 ) each employee, and one -million dollars and no cents ($ 1,000,000.00 ) policy limit. Init. AIA Document A133 — 2019 Exhibit B. Copyright© 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA,' the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 12:58:45 ET on 02/09/2023 5 under Order No.4104236664 which expires on 10/04/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA 1 Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1396193586) § B.3.2.7 Jones Act, and the Longshore & Harbor Workers' Compensation Act, as required, if the Work involves hazards arising from work on or near navigable waterways, including vessels and docks § B.3.2.8 If the Construction Manager is required to furnish professional services as part of the Work, the Construction Manager shall procure Professional Liability insurance covering performance of the professional services, with policy limits of not less than one -million dollars and no cents ($ 1,000,000.00 ) per claim and one -million dollars and no cents ($ 1,000,000.00 ) in the aggregate. § B.3.2.9 If the Work involves the transport, dissemination, use, or release of pollutants, the Construction Manager shall procure Pollution Liability insurance, with policy limits of not less than not applicable ($ N/A ) per claim and not applicable ($ N/A) in the aggregate. § B.3.2.10 Coverage under Sections B.3.2.8 and B.3.2.9 may be procured through a Combined Professional Liability and Pollution Liability insurance policy, with combined policy limits of not less than one -million dollars and no cents ($ 1,000,000.00 ) per claim and one -million dollars and no cents ($ 1,000,000.00 ) in the aggregate. § B.3.2.11 Insurance for maritime liability risks associated with the operation of a vessel, if the Work requires such activities, with policy limits of not less than not applicable ($ N/A ) per claim and not applicable ($ N/A ) in the aggregate. § B.3.2.12 Insurance for the use or operation of manned or unmanned aircraft, if the Work requires such activities, with policy limits of not less than not applicable ($ N/A ) per claim and not applicable ($ N/A ) in the aggregate. § B.3.3 Construction Manager's Other Insurance Coverage § B.3.3.1 Insurance selected and described in this Section B.3.3 shall be purchased from an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located. The Construction Manager shall maintain the required insurance until the expiration of the period for correction of Work as set forth in Section 12.2.2 of the General Conditions, unless a different duration is stated below: (If the Construction Manager is required to maintain any of the types of insurance selected below for a duration other than the expiration of the period for correction of Work, state the duration.) § B.3.3.2 The Construction Manager shall purchase and maintain the following types and limits of insurance in accordance with Section B.3.3.1. (Select the types of insurance the Construction Manager is required to purchase and maintain by placing an X in the box(es) next to the description(s) of selected insurance. Where policy limits are provided, include the policy limit in the appropriate fill point.) [ ] § B.3.3.2.1 Property insurance of the same type and scope satisfying the requirements identified in Section B.2.3, which, if selected in this Section B.3.3.2.1, relieves the Owner of the responsibility to purchase and maintain such insurance except insurance required by Section B.2.3.1.3 and Section B.2.3.3. The Construction Manager shall comply with all obligations of the Owner under Section B.2.3 except to the extent provided below. The Construction Manager shall disclose to the Owner the amount of any deductible, and the Owner shall be responsible for losses within the deductible. Upon request, the Construction Manager shall provide the Owner with a copy of the property insurance policy or policies required. The Owner shall adjust and settle the loss with the insurer and be the trustee of the proceeds of the property insurance in accordance with Article 11 of the General Conditions unless otherwise set forth below: (Where the Construction Manager's obligation to provide property insurance differs from the Owner's obligations as described under Section B.2.3, indicate such differences in the space below. Additionally, if a party other than the Owner will be responsible for adjusting and settling a loss with the insurer and acting as the trustee of the proceeds of property insurance in accordance with Article I of the General Conditions, indicate the responsible party below) Init. AIA Document A133 — 2019 Exhibit B. Copyright© 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA,' the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 12:58:45 ET on 02/09/2023 6 under Order No.4104236664 which expires on 10/04/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA t Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1396193586) [ ] § B.3.3.2.2 Railroad Protective Liability Insurance, with policy limits of not less than ($ ) per claim and ($ ) in the aggregate, for Work within fifty (50) feet of railroad property. [ ] § B.3.3.2.3 Asbestos Abatement Liability Insurance, with policy limits of not less than ($ ) per claim and ($ ) in the aggregate, for liability arising from the encapsulation, removal, handling, storage, transportation, and disposal of asbestos -containing materials. [ ] § B.3.3.2.4 Insurance for physical damage to property while it is in storage and in transit to the construction site on an "all-risks" completed value form. [ ] § B.3.3.2.5 Property insurance on an "all-risks" completed value form, covering property owned by the Construction Manager and used on the Project, including scaffolding and other equipment. [ ] § B.3.3.2.6 Other Insurance (List below any other insurance coverage to be provided by the Construction Manager and any applicable limits) Coverage Limits § B.3.4 Performance Bond and Payment Bond The Construction Manager shall provide surety bonds, from a company or companies lawfully authorized to issue surety bonds in the jurisdiction where the Project is located, as follows: (Specify type and penal sum of bonds) Type Payment Bond Performance Bond Penal Sum ($0.00) 100% of the GMP 100% of the GMP Payment and Performance Bonds shall be AIA Document A312TM, Payment Bond and Performance Bond, or contain provisions identical to AIA Document A312TM, current as of the date of this Agreement. ARTICLE B.4 SPECIAL TERMS AND CONDITIONS Special terms and conditions that modify this Insurance and Bonds Exhibit, if any, are as follows: Init. AIA Document A133 — 2019 Exhibit B. Copyright© 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA,' the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 12:58:45 ET on 02/09/2023 7 under Order No.4104236664 which expires on 10/04/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1396193586) Additions and Deletions Report for AIA® Document A133° - 2019 Exhibit B 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 12:58:45 ET on 02/09/2023. PAGE 1 Westlake Academy°._Gymnasium BuildimRenovation (Name, legal status, and address) Town of Westlake 1500 Solana Boulevard Building 7 Suite 7200 Westlake, Texas,.76262 Steele & Freeman,.,Inc,. 1301 Lawson Road Fort Worth,,,,Texas 76131 PAGE 2 Limit for Frame or foisted, Masoi:tLy Construction $2=000 000.,00 Earthqnake Limit $5,000 000'.0,0 Flood „Limit Outside 100 Yr. Plain, Inside 100 Yr. Plain excluded. $5w.000 000,,,,0,0 SoftC,,,,,,o,,,,stLimit 1000 000 00 Transit Limit 5,500,,000.00 Temg)orap V O,,,ffsite Storaue Limit $1 000 000.00 PAGE 5 § B.3.2.2.1 Commercial General Liability insurance for the Project written on an occurrence form with policy limits of not less than two -million dollars and no cents,($ 2„000 000.00„q) each occurrence, two ,million dollars and no cents_($ gaggregate,and no cents ($ 2 000.000 00,) aggregate for 2 000.000.00, general and two_m--. dollars products -completed operations hazard, providing coverage for claims including § B.3.2.3 Automobile Liability covering vehicles owned, and non -owned vehicles used, by the Construction Manager, with policy limits of not less than one -million dollars and no centse($ 1.000 000 00,) per accident, for bodily injury, death of any person, and property damage arising out of the ownership, maintenance and use of those motor vehicles along with any other statutorily required automobile coverage. Additions and Deletions Report for AIA Document Al33 — 2019 Exhibit B. Copyright © 2019. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was 1 produced at 12:58:45 ET on 02/09/2023 under Order No.4104236664 which expires on 10/04/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1396193586) �°r ��„;5 ��, �.� �:4u, c , � i:��r�l[ rt�✓C r l,[37rkffY�,'i�:;_f�l ¢y��k�'i'7� i�i[A�s51Pf„ ��li,lfi�,t,�; �`�Iffirllia��"'S�l, 7,(7�>Ifr' ,}kh��f 7',fYta"u�sy ( `°s liii��i� grY �.�.J�i I�I7f1i«r� ��r�lLii , �.�i�� i�.�� ����ti[�, e., €aJ,�)tl(Is)�)t) l �ii ',�I���� �7rr WuiJ iw xrif 0, 10<10(1 000,001 ,iie nfl § B.3.2.6 Employers' Liability with policy limits not less than one -million dollars and no,.,cents.. ($ 1 000 Q00.00 ) each , ,„million dollars and no cents ($ 1,000,000 00 each employee, and one million dollars and no cents ($ accident one -million 00„0�,,000,,,00„) policy limit. PAGE 6 § B.3.2.8 If the Construction Manager is required to furnish professional services as part of the Work, the Construction Manager shall procure Professional Liability insurance covering performance of the professional services, with policy limits of not less than one million dollars and no cents ($1,a000,„000.00„) per claim and one -million and no cents ($ 1,000„00000„) in the aggregate. § B.3.2.9 If the Work involves the transport, dissemination, use, or release of pollutants, the Construction Manager shall procure Pollution Liability insurance, with policy limits of not less than not applicable ($ N/A ) per claim and not applicable ($ N/A) in the aggregate. § B.3.2.10 Coverage under Sections B3.2.8 and B.3.2.9 may be procured through a Combined Professional Liability and Pollution Liability insurance policy, with combined policy limits of not less than one -million dollars and no cents ($ 1,, 000000 00) per claim and one -million dollars and no cents „($ 1,000„000 00_,) in the aggregate. § B.3.2.11 Insurance for maritime liability risks associated with the operation of a vessel, if the Work requires such activities, with policy limits of not less than not applicable ($ N/A ) per claim and not applicable ($ N/A ) in the aggregate. § B.3.2.12 Insurance for the use or operation of manned or unmanned aircraft, if the Work requires such activities, with policy limits of not less than not applicable ($ N/A ) per claim and not applicable ($ N/A ) in the aggregate. PAGE 7 Payment Bond Performance Bond 100% of the GMP 100% of the GMP Additions and Deletions Report for AIA Document A133 — 2019 Exhibit B. Copyright © 2019>. All rights reserved. 'The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents' are trademarks of The American Institute of Architects. This draft was produced at 2 12:58:45 ET on 02/09/2023 under Order No.4104236664 which expires on 10104/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1396193586) OV11➢ ta Document A201 - 2017 General Conditions of the Contract for Construction for the following PROJECT: (Name and location or address) Westlake Academy Gymnasium Building Renovation ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also THE OWNER: have revised the text of the original (Name, legal status and address) AIA standard form. An Additions and Deletions Report that notes added Town of Westlake information as well as revisions to the 1500 Solana Boulevard standard form text is available from Building 7, Suite 7200 the author and should be reviewed. A Westlake, Texas 76262 vertical line in the left margin of this document indicates where the author THE ARCHITECT: has added necessary information (Name, legal status and address) and where the author has added to or deleted from the original AIA text. Glenn I Partners This document has important legal 5646 Milton Street, Suite 426 consequences. Consultation with an Dallas Texas 75206 attorney is encouraged with respect to its completion or modification. TABLE OF ARTICLES For guidance in modifying this 1 GENERAL PROVISIONS document to include supplementary conditions, see AIA Document 2 OWNER A503TM, Guide for Supplementary Conditions. 3 CONTRACTOR 4 ARCHITECT 5 SUBCONTRACTORS 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 7 CHANGES IN THE WORK 8 TIME 9 PAYMENTS AND COMPLETION 10 PROTECTION OF PERSONS AND PROPERTY 11 INSURANCE AND BONDS 12 UNCOVERING AND CORRECTION OF WORK 13 MISCELLANEOUS PROVISIONS Init. AIA Document A201 — 2017. Copyright @ 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976. 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA,' the AIA Logo, and "AIA Contract Documents" are registered trademarks of The American Institute of Architects. This document was produced at 12:58:39 ET on 02/09/2023 under Order No.4104236664 which expires on 10/04/2023, is not / for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1462981493) 14 TERMINATION OR SUSPENSION OF THE CONTRACT 15 CLAIMS AND DISPUTES Init. AIA DocumentA201 —2017. Copyright@ 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA,' the AIA Logo, and "AIA Contract Documents" are registered trademarks of 2 The American Institute of Architects. This document was produced at 12:58:39 ET on 02/09/2023 under Order No.4104236664 which expires on 10/04/2023, is not I for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1462981493) INDEX (Topics and numbers in bold are Section headings.) Acceptance of Nonconforming Work 9.6.6, 9.9.3, 12.3 Acceptance of Work 9.6.6, 9.8.2, 9.9.3, 9.10.1, 9.10.3, 12.3 Access to Work 3.16, 6.2.1, 12.1 Accident Prevention 10 Acts and Omissions 3.2, 3.3.2, 3.12.8, 3.18, 4.2.3, 8.3.1, 9.5.1, 10.2.5, 10.2.8, 13.3.2, 14.1, 15.1.2, 15.2 Addenda 1.1.1 Additional Costs, Claims for 3.7.4, 3.7.5, 10.3.2, 15.1.5 Additional Inspections and Testing 9.4.2, 9.8.3, 12.2.1, 13.4 Additional Time, Claims for 3.2.4, 3.7.4, 3.7.5, 3.10.2, 8.3.2, 15.1.6 Administration of the Contract 3.1.3, 4.2, 9.4, 9.5 Advertisement or Invitation to Bid 1.1.1 Aesthetic Effect 4.2.13 Allowances 3.8 Applications for Payment 4.2.5, 7.3.9, 9.2, 9.3, 9.4, 9.5.1, 9.5.4, 9.6.3, 9.7, 9.1 0 Approvals 2.1.1, 2.3.1, 2.5, 3.1.3, 3.10.2, 3.12.8, 3.12.9, 3.12.10.1, 4.2.7, 9.3.2, 13.4.1 Arbitration 8.3.1, 15.3.2, 15.4 ARCHITECT 4 Architect, Definition of 4.1.1 Architect, Extent of Authority 2.5, 3.12.7, 4.1.2, 4.2, 5.2, 6.3, 7.1.2, 7.3.4, 7.4, 9.2, 9.3.1, 9.4, 9.5, 9.6.3, 9.8, 9.10.1, 9.10.3, 12.1, 12.2. 1, 13.4.1,13.4.2,14.2.2,14.2.4,15.1.4,15.2.1 Architect, Limitations of Authority and Responsibility 2.1.1, 3.12.4, 3.12.8, 3.12.10, 4.1.2, 4.2.1, 4.2.2, 4.2.3, 4.2.6, 4.2.7, 4.2.10, 4.2.12, 4.2.13, 5.2.1, 7.4, 9.4.2, 9.5.4, 9.6.4, 15.1.4, 15.2 Architect's Additional Services and Expenses 2.5, 12.2.1, 13.4.2, 13.4.3, 14.2.4 Architect's Administration of the Contract 3.1.3, 3.7.4, 15.2, 9.4.1, 9.5 Architect's Approvals 2.5, 3.1.3, 3.5, 3.10.2, 4.2.7 Architect's Authority to Reject Work 3.5, 4.2.6, 12.1.2, 12.2.1 Architect's Copyright 1.1.7, 1.5 Architect's Decisions 3.7.4, 4.2.6, 4.2.7, 4.2.11, 4.2.12, 4.2.13, 4.2.14, 6.3, 7.3.4, 7.3.9, 8.1.3, 8.3.1, 9.2, 9.4.1, 9.5, 9.8.4, 9.9.1, 13.4.2, 15.2 Architect's Inspections 3.7.4, 4.2.2, 4.2.9, 9.4.2, 9.8.3, 9.9.2, 9.10.1, 13.4 Architect's Instructions 3.2.4, 3.3.1, 4.2.6, 4.2.7, 13.4.2 Architect's Interpretations 4.2.11, 4.2.12 Architect's Project Representative 4.2.10 Architect's Relationship with Contractor 1.1.2, 1.5, 2.3.3, 3.1.3, 3.2.2, 3.2.3, 3.2.4, 3.3.1, 3.4.2, 3.5, 3.7.4, 3.7.5, 3.9.2, 3.9.3, 3.10, 3.11, 3.12, 3.16, 3.18, 4.1.2, 4.2, 5.2, 6.2.2, 7, 8.3.1, 9.2, 9.3, 9.4, 9.5, 9.7, 9.8, 9.9, 10.2.6. 10.3, 11.3, 12, 13.3.2, 13.4, 15.2 Architect's Relationship with Subcontractors 1.1.2, 4.2.3, 4.2.4, 4.2.6, 9.6.3, 9.6.4, 11.3 Architect's Representations 9.4.2, 9.5.1, 9.10.1 Architect's Site Visits 3.7.4,4.2.2,4.2.9,9.4.2,9.5.1,9.9.2,9.10.1, 13.4 Asbestos 10.3.1 Attorneys' Fees 3,18.1, 9.6.8, 9.10.2, 10.3.3 Award of Separate Contracts 6.1.1, 6.1.2 Award of Subcontracts and Other Contracts for Portions of the Work 5.2 Basic Definitions 1.1 Bidding Requirements 1.1.1 Binding Dispute Resolution 8.3.1, 9.7, 11.5, 13.1, 15.1.2, 15.1.3, 15.2.1, 15.2.5, 15.2.6.1, 15.3.1, 15.3.2, 15.3.3, 15.4.1 Bonds, Lien 7.3.4.4, 9.6.8, 9.10.2, 9.10.3 Bonds, Performance, and Payment 7.3.4.4, 9.6.7, 9.10.3, 11.1.2, 11.1.3,11.5 Building Information Models Use and Reliance 1.8 Building Permit 3.7.1 Capitalization 1.3 Certificate of Substantial Completion 9.8.3, 9.8.4, 9.8.5 Init. AIA Document A201 — 2017. Copyright© 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of 3 The American Institute of Architects. This document was produced at 12:58:39 ET on 02/09/2023 under Order No.4104236664 which expires on 1010412023, is not I for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1462981493) Certificates for Payment 4.2.1, 4.2.5, 4.2.9, 9.3.3, 9.4, 9.5, 9.6.1, 9.6.6, 9.7, 9.10.1, 9.10.3, 14.1.1.3, 14.2.4, 15.1.4 Certificates of Inspection, Testing or Approval 13.4.4 Certificates of Insurance 9.10.2 Change Orders 1. 1. 1, 3.4.2, 3.7.4, 3.8.2.3, 3.11, 3.12.8, 4.2.8, 5.2.3, 7.1.2, 7.1.3,.7.2, 7.3.2, 7.3.7, 7.3.9, 7.3.10, 8.3.1, 9.3.1.1, 9.10.3, 10.3.2, 11.2, 11.5, 12.1.2 Change Orders, Definition of 7.2.1 CHANGES IN THE WORK 2.2.2, 3.11, 4.2.8, 7, 7.2.1, 7.3.1, 7.4, 8.3.1, 9.3. 1. 1, 11.5 Claims, Definition of 15.1.1 Claims, Notice of 1.6.2, 15.1.3 CLAIMS AND DISPUTES 3.2.4, 6.1.1, 6.3, 7.3.9, 9.3.3, 9.10.4, 10.3.3, 15, 15.4 Claims and Timely Assertion of Claims 15.4.1 Claims for Additional Cost 3.2.4, 3.3.1, 3.7.4, 7.3.9, 9.5.2, 10.2.5, 10.3.2,15.1.5 Claims for Additional Time 3.2.4, 3.3.1, 3.7.4, 6.1.1, 8.3.2, 9.5.2, 10.3.2,15.1.6 Concealed or Unknown Conditions, Claims for 3.7.4 Claims for Damages 3.2.4, 3.18, 8.3.3, 9.5.1, 9.6.7, 10.2.5, 10.3.3, 11.3, 11.3.2, 14.2.4, 15.1.7 Claims Subject to Arbitration 15.4.1 Cleaning Up 3.15, 6.3 Commencement of the Work, Conditions Relating to 2.2.1, 3.2.2, 3.4.1, 3.7.1, 3.10.1, 3.12.6, 5.2.1, 5.2.3, 6.2.2, 8.1.2, 8.2.2, 8.3.1, 11.1, 11.2,15.1.5 Commencement of the Work, Definition of 8.1.2 Communications 3.9.1, 4.2.4 Completion, Conditions Relating to 3.4.1, 3.11, 3.15, 4.2.2, 4.2.9, 9.2, 9.4.2, 9.8, 9.9. 1, 9.10, 12.2, 14.1.2, 15.1.2 COMPLETION, PAYMENTS AND 9 Completion, Substantial 3.10.1, 4.2.9, 8.1.1, 8.1.3, 8.2.3, 9.4.2, 9.8, 9.9.1, 9.10.3, 12.2, 15.1.2 Compliance with Laws 2.3.2, 3.2.3, 3.6, 3.7, 3.12.10, 3.13, 9.6.4, 10.2.2, 13.1, 13.3, 13.4.1, 13.4.2, 13.5, 14.1.1, 14.2.1.3, 15.2.8, 15.4.2, 15.4.3 Concealed or Unknown Conditions 3.7.4, 4.2.8, 8.3.1, 10.3 Conditions of the Contract 1.1.1, 6.1.1, 6.1.4 Consent, Written 3.4.2, 3.14.2, 4.1.2, 9.8.5, 9.9.1, 9.10.2, 9.10.3, 13.2, 15.4.4.2 Consolidation or Joinder 15.4.4 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 1.1.4, 6 Construction Change Directive, Definition of 7.3.1 Construction Change Directives 1. 1. 1, 3.4.2, 3.11, 3.12.8, 4.2.8, 7.1.1, 7.1.2, 7.1.3, 7.3, 9.3.1.1 Construction Schedules, Contractor's 3.10, 3.11, 3.12.1, 3.12.2, 6.1.3, 15.1.6.2 Contingent Assignment of Subcontracts 5.4, 14.2.2.2 Continuing Contract Performance 15.1.4 Contract, Definition of 1.1.2 CONTRACT, TERMINATION OR SUSPENSION OF THE 5.4.1.1,5.4.2, 11.5,14 Contract Administration 3.1.3, 4, 9.4, 9.5 Contract Award and Execution, Conditions Relating to 3.7.1, 3.10, 5.2, 6.1 Contract Documents, Copies Furnished and Use of 1.5.2, 2.3.6, 5.3 Contract Documents, Definition of 1.1.1 Contract Sum 2.2.2, 2.2.4, 3.7.4, 3.7.5, 3.8, 3.10.2, 5.2.3, 7.3, 7.4, 9.1, 9.2, 9.4.2, 9.5.1.4, 9.6.7, 9.7, 10.3.2, 11.5, 12.1.2, 12.3, 14.2.4, 14.3.2, 15.1.4.2, 15.1.5, 15.2.5 Contract Sum, Definition of 9.1 Contract Time 1.1.4, 2.2.1, 2.2.2, 3.7.4, 3.7.5, 3.10.2, 5.2.3, 6.1.5, 7.2.1.3, 7.3.1, 7.3.5, 7.3.6, 7, 7, 7.3.10, 7.4, 8. 1. 1, 8.2.1, 8.2.3, 8.3.1, 9.5.1, 9.7, 10.3.2, 12.1.1, 12.1.2, 14.3.2,15.1.4.2,15.1.6.1,15.2.5 Contract Time, Definition of 8.1.1 CONTRACTOR 3 Contractor, Definition of 3.1, 6.1.2 Contractor's Construction and Submittal Schedules 3.10,3.12.1,3.12.2,4.2.3,6.1.3, 15.1.6.2 Init. AIA Document A201 —2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. 'The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of 4 The American Institute of Architects. This document was produced at 12:58:39 ET on 02/09/2023 under Order No.4104236664 which expires on 10/04/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1462981493) Contractor's Employees 2.2.4, 3.3.2, 3.4.3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2, 10.3, 11.3, 14.1, 14.2.1.1 Contractor's Liability Insurance 11.1 Contractor's Relationship with Separate Contractors and Owner's Forces 3.12.5, 3.14.2, 4.2.4, 6, 11.3, 12.2.4 Contractor's Relationship with Subcontractors 1.2.2, 2.2.4, 3.3.2, 3.18.1, 3.18.2, 4.2.4, 5, 9.6.2, 9.6.7, 9,10.2, 11.2, 11.3, 11.4 Contractor's Relationship with the Architect 1.1.2, 1.5, 2.3.3, 3.1.3, 3.2.2, 3.2.3, 3.2.4, 3.3.1, 3.4.2, 3.5.1, 3.7.4, 3.10, 3.11, 3.12, 3.16, 3.18, 4.2, 5.2, 6.2.2, 7, 8.3.1, 9.2, 9.3, 9.4, 9.5, 9.7, 9.8, 9.9, 10.2.6, 10.3, 11.3,12,13.4,15.1.3,15.2.1 Contractor's Representations 3.2.1, 3.2.2, 3.5, 3.12.6, 6.2.2, 8.2.1, 9.3.3, 9.8.2 Contractor's Responsibility for Those Performing the Work 3.3.2, 3.18, 5.3, 6.1.3, 6.2, 9.5.1, 10.2.8 Contractor's Review of Contract Documents 3.2 Contractor's Right to Stop the Work 2.2.2, 9.7 Contractor's Right to Terminate the Contract 14.1 Contractor's Submittals 3.10, 3.11, 3.12, 4.2.7, 5.2.1, 5.2.3, 9.2, 9.3, 9.8.2, 9.8.3, 9.9.1, 9.10.2, 9.10.3 Contractor's Superintendent 3.9, 10.2.6 Contractor's Supervision and Construction Procedures 1.2.2,3.3,3.4,3.12.10,4.2.2,4.2.7,6.1.3,6.2.4,7.1.3, 7.3.4, 7.3.6, 8.2, 10, 12, 14, 15.1.4 Coordination and Correlation 1.2, 3.2.1, 3.3.1, 3.10, 3.12.6, 6.1.3, 6.2.1 Copies Furnished of Drawings and Specifications 1.5, 2.3.6, 3.11 Copyrights 1.5, 3.17 Correction of Work 2.5, 3.7.3, 9.4.2, 9.8.2, 9.8.3, 9.9.1, 12.1.2, 12.2, 12.3, 15.1.3.1, 15.1.3.2, 15.2.1 Correlation and Intent of the Contract Documents 1.2 Cost, Definition of 7.3.4 Costs 2.5, 3.2.4, 3.7.3, 3.8.2, 3.15.2, 5.4.2, 6.1.1, 6.2.3, 7.3.3.3, 7.3.4, 7.3.8, 7.3.9, 9.10.2, 10.3.2, 10.3.6, 11.2, 12.1.2, 12.2.1, 12.2.4, 13.4, 14 Cutting and Patching 3.14, 6.2.5 Damage to Construction of Owner or Separate Contractors 3.14.2, 6.2.4, 10.2.1.2, 10.2.5, 10.4, 12.2.4 Damage to the Work 3.14.2, 9.9.1, 10.2.1.2, 10.2.5, 10.4, 12.2.4 Damages, Claims for 3.2.4, 3.18, 6.1.1, 8.3.3, 9.5.1, 9.6.7, 10.3.3, 11.3.2, 11.3, 14.2.4, 15.1.7 Damages for Delay 6.2.3, 8.3.3, 9.5.1.6, 9.7, 10.3.2, 14.3.2 Date of Commencement of the Work, Definition of 8.1.2 Date of Substantial Completion, Definition of 8.1.3 Day, Definition of 8.1.4 Decisions of the Architect 3.7.4, 4.2.6, 4.2.7, 4.2.11, 4.2.12, 4.2.13, 6.3, 7.3.4, 7.3.9, 8.1.3, 8.3.1, 9.2, 9.4, 9.5.1, 9.8.4, 9.9.1, 13.4.2, 14.2.2, 14.2.4, 15.1, 15.2 Decisions to Withhold Certification 9.4.1, 9.5, 9.7, 14.1.1.3 Defective or Nonconforming Work, Acceptance, Rejection and Correction of 2.5, 3.5, 4.2.6, 6.2.3, 9.5.1, 9.5.3, 9.6.6, 9.8.2, 9.9.3, 9,10.4, 12.2.1 Definitions 1.1, 2.1.1, 3.1.1, 3.5, 3.12.1, 3.12.2, 3.12.3, 4.1.1, 5.1, 6.1.2, 7.2.1, 7.3.1, 8.1, 9.1, 9.8.1, 15.1.1 Delays and Extensions of Time 3.2, 3.7.4, 5.2.3, 7.2.1, 7.3.1, 7.4, 8.3, 9.5.1, 9.7, 10.3.2, 10.4, 14.3.2, 15.1.6, 15.2.5 Digital Data Use and Transmission 1.7 Disputes 6.3, 7.3.9, 15.1, 15.2 Documents and Samples at the Site 3.11 Drawings, Definition of 1.1.5 Drawings and Specifications, Use and Ownership of 3.11 Effective Date of Insurance 8.2.2 Emergencies 10.4, 14.1.1.2, 15.1.5 Employees, Contractor's 3.3.2, 3.4.3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2, 10.3.3, 11.3, 14.1, 14.2.1.1 Equipment, Labor, or Materials 1.1.3, 1.1.6, 3.4, 3.5, 3.8.2, 3.8.3, 3.12, 3.13, 3.15.1, 4.2.6, 4.2.7, 5.2.1, 6.2.1, 7.3.4, 9.3.2, 9.3.3, 9.5.1.3, 9.10.2, 10.2.1, 10.2.4, 14.2.1.1, 14.2.1.2 Execution and Progress of the Work 1.1.3, 1.2.1, 1.2.2, 2.3.4, 2.3.6, 3.1, 3.3.1, 3.4.1, 3.7.1, 3.10.1, 3.12, 3.14, 4.2, 6.2.2, 7.1.3, 7.3.6, 8.2, 9.5. 1, 9.9.1, 10.2, 10.3, 12.1, 12.2, 14.2, 14.3.1, 15.1.4 Init. AIA Document A201 — 2017. Copyright© 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA,' the AIA Logo, and "AIA Contract Documents" are registered trademarks of 5 The American Institute of Architects. This document was produced at 12:58:39 ET on 02/09/2023 under Order No.4104236664 which expires on 10/04/2023, is not ! for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1462981493) Extensions of Time 3.2.4, 3.7.4, 5.2.3, 7.2.1, 7.3, 7.4, 9.5.1, 9.7, 10.3.2, 10.4, 14.3, 15.1.6, 15.2.5 Failure of Payment 9.5.1.3, 9.7, 9.10.2, 13.5, 14.1.1.3, 14.2.1.2 Faulty Work (See Defective or Nonconforming Work) Final Completion and Final Payment 4.2.1, 4.2.9, 9.8.2, 9.10, 12.3, 14.2.4, 14.4.3 Financial Arrangements, Owner's 2.2.1, 13.2.2, 14.1.1.4 GENERAL PROVISIONS 1 Governing Law 13.1 Guarantees (See Warranty) Hazardous Materials and Substances 10.2.4, 10.3 Identification of Subcontractors and Suppliers 5.2.1 Indemnification 3.17, 3.18, 9.6.8, 9.10.2, 10.3.3, 11.3 Information and Services Required of the Owner 2.1.2, 2.2, 2.3, 3.2.2, 3.12.10.1, 6.1.3, 6.1.4, 6.2.5, 9.6.1, 9.9.2, 9.10.3, 10.3.3, 11.2, 13.4.1, 13.4.2, 14.1.1.4, 14.1.4, 15.1.4 Initial Decision 15.2 Initial Decision Maker, Definition of 1.1.8 Initial Decision Maker, Decisions 14.2.4,15.1.4.2,15.2.1,15.2.2,15.2.3,15.2.4,15.2.5 Initial Decision Maker, Extent of Authority 14.2.4, 15.1.4.2, 15.2.1, 15.2.2, 15.2.3, 15.2.4, 15.2.5 Injury or Damage to Person or Property 10.2.8, 10.4 Inspections 3.1.3, 3.3.3, 3.7.1, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.3, 9.9.2, 9.10.1, 12.2.1, 13.4 Instructions to Bidders 1.1.1 Instructions to the Contractor 3.2.4,3.3.1,3.8.1,5.2.1,7,8.2.2, 12, 13.4.2 Instruments of Service, Definition of 1.1.7 Insurance 6.1.1, 7.3.4, 8.2.2, 9.3.2, 9.8.4, 9.9.1, 9.10.2, 10.2.5,11 Insurance, Notice of Cancellation or Expiration 11.1.4, 11.2.3 Insurance, Contractor's Liability 11.1 Insurance, Effective Date of 8.2.2, 14.4.2 Insurance, Owner's Liability 11.2 Insurance, Property 10.2.5, 11.2, 11.4, 11.5 Insurance, Stored Materials 9.3.2 INSURANCE AND BONDS 11 Insurance Companies, Consent to Partial Occupancy 9.9.1 Insured loss, Adjustment and Settlement of 11.5 Intent of the Contract Documents 1.2.1, 4.2.7, 4.2.12, 4.2.13 Interest 13.5 Interpretation 1.1.8, 1.2.3, 1.4, 4.1.1, 5.1, 6.1.2, 15.1.1 Interpretations, Written 4.2.11, 4.2.12 Judgment on Final Award 15.4.2 Labor and Materials, Equipment 1.1.3, 1.1.6, 3.4, 3.5, 3.8.2, 3.8.3, 3.12, 3.13, 3.15.1, 5.2.1, 6.2.1, 7.3.4, 9.3.2, 9.3.3, 9.5.1.3, 9.10.2, 10.2. 1, 10.2.4, 14.2.1.1, 14.2.1.2 Labor Disputes 8.3.1 Laws and Regulations 1.5, 2.3.2, 3.2.3, 3.2.4, 3.6, 3.7, 3.12.10, 3.13, 9.6.4, 9.9.1, 10.2.2, 13.1, 13.3.1, 13.4.2, 13.5, 14, 15.2.8, 15.4 Liens 2.1.2, 9.3.1, 9.3.3, 9.6.8, 9.10.2, 9.10.4, 15.2.8 Limitations, Statutes of 12.2.5, 15.1.2, 15.4.1.1 Limitations of Liability 3.2.2, 3.5, 3.12.10, 3.12.10.1, 3.17, 3.18.1, 4.2.6, 4.2.7, 6.2.2, 9.4.2, 9.6.4, 9.6.7, 9.6.8, 10.2.5, 10.3.3, 11.3, 12.2.5, 13.3.1 Limitations of Time 2.1.2, 2.2, 2.5, 3.2.2, 3.10, 3.11, 3.12.5, 3.15.1, 4.2.7, 5.2, 5.3, 5.4.1, 6.2.4, 7.3, 7.4, 8.2, 9.2, 9.3.1, 9.3.3, 9.4.1, 9.5, 9.6, 9.7, 9.8, 9.9, 9.10, 12.2, 13.4, 14, 15, 15.1.2, 15.1.3, 15.1.5 Materials, Hazardous 10.2.4, 10.3 Materials, Labor, Equipment and 1.1.3, 1.1.6, 3.4.1, 3.5, 3.8.2, 3.8.3, 3.12, 3.13, 3.15.1, 5.2.1, 6.2.1, 7.3.4, 9.3.2, 9.3.3, 9.5.1.3, 9.10.2, 10.2.1.2, 10.2.4, 14.2.1.1, 14.2.1.2 Means, Methods, Techniques, Sequences and Procedures of Construction 3.3.1, 3.12.10, 4.2.2, 4.2.7, 9.4.2 Mechanic's Lien 2.1.2, 9.3.1, 9.3.3, 9.6.8, 9.10.2, 9.10.4, 15.2.8 Mediation 8.3.1,15.1.3.2,15.2.1,15.2.5,15.2.6,15.3,15.4.1, 15.4.1.1 Minor Changes in the Work 1. 1. 1, 3.4.2, 3.12.8, 4.2.8, 7.1, 7.4 Init. AIA Document A201 — 2017. Copyright @ 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of 6 The American Institute of Architects. This document was produced at 12:58:39 ET on 02/09/2023 under Order No.4104236664 which expires on 1010412023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1462981493) MISCELLANEOUS PROVISIONS 13 Modifications, Definition of 1.1.1 Modifications to the Contract 1.1.1, 1.1.2, 2.5, 3.11, 4.1.2, 4.2.1, 5.2.3, 7, 8.3.1, 9.7, 10.3.2 Mutual Responsibility 6.2 Nonconforming Work, Acceptance of 9.6.6, 9.9.3, 12.3 Nonconforming Work, Rejection and Correction of 2.4, 2.5, 3.5, 4.2.6, 6.2.4, 9.5.1, 9.8.2, 9.9.3, 9,10.4, 12.2 Notice 1.6, 1.6.1, 1.6.2, 2.1.2, 2.2.2., 2.2.3, 2.2.4, 2.5, 3.2.4, 3.3.1, 3.7.4, 3.7.5, 3.9.2, 3.12.9, 3.12.10, 5.2.1, 7.4, 8.2.2 9.6.8, 9.7, 9.10.1, 10.2.8, 10.3.2, 11.5, 12.2.2.1, 13.4.1, 13.4.2,14.1, 14.2.2,14.4.2,15.1.3, 15.1.5, 15.1.6, 15.4.1 Notice of Cancellation or Expiration of Insurance 11.1.4, 11.2.3 Notice of Claims 1.6.2, 2.1.2, 3.7.4, 9.6.8, 10.2.8, 15.1.3, 15.1.5, 15.1.6, 15.2.8, 15.3.2, 15.4.1 Notice of Testing and Inspections 13.4.1, 13.4.2 Observations, Contractor's 3.2, 3.7.4 Occupancy 2.3.1, 9.6.6, 9.8 Orders, Written 1.1.1, 2.4, 3.9.2, 7, 8.2.2, 11.5, 12.1, 12.2.2.1, 13.4.2, 14.3.1 OWNER 2 Owner, Definition of 2.1.1 Owner, Evidence of Financial Arrangements 2.2, 13.2.2, 14.1.1.4 Owner, Information and Services Required of the 2.1.2, 2.2, 2.3, 3.2.2, 3.12.10, 6.1.3, 6.1.4, 6.2.5, 9.3.2, 9.6.1, 9.6.4, 9.9.2, 9.10.3, 10.3.3, 11.2, 13.4.1, 13.4.2, 14.1.1.4, 14.1.4, 15.1.4 Owner's Authority 1.5, 2.1.1, 2.3.32.4, 2.5, 3.4.2, 3.8.1, 3.12.10, 3.14.2, 4.1.2, 4.2.4, 4.2.9, 5.2.1, 5.2.4, 5.4.1, 6.1, 6.3, 7.2.1, 7.3.1, 8.2.2, 8.3.1, 9.3.2, 9.5.1, 9.6.4, 9.9.1, 9.10.2, 10.3.2, 11.4,11.5, 12.2.2, 12.3, 13.2.2,14.3, 14.4, 15.2.7 Owner's Insurance 11.2 Owner's Relationship with Subcontractors 1.1.2, 5.2, 5.3, 5.4, 9.6.4, 9.10.2, 14.2.2 Owner's Right to Carry Out the Work 2.5, 14.2.2 Owner's Right to Clean Up 6.3 Owner's Right to Perform Construction and to Award Separate Contracts 6.1 Owner's Right to Stop the Work 2.4 Owner's Right to Suspend the Work 14.3 Owner's Right to Terminate the Contract 14.2, 14.4 Ownership and Use of Drawings, Specifications and Other Instruments of Service 1.1.1, 1.1.6, 1.1.7, 1.5, 2.3.6, 3.2.2, 3.11, 3.17, 4.2.12, 5.3 Partial Occupancy or Use 9.6.6, 9.9 Patching, Cutting and 3.14, 6.2.5 Patents 3.17 Payment, Applications for 4.2.5, 7.3.9, 9.2, 9.3, 9.4, 9.5, 9.6.3, 9.7, 9.8.5, 9. 10. 1, 14.2.3, 14.2.4, 14.4.3 Payment, Certificates for 4.2.5, 4.2.9, 9.3.3, 9.4, 9.5, 9.6.1, 9.6.6, 9.7, 9. 10. 1, 9.10.3, 14.1.1.3, 14.2.4 Payment, Failure of 9.5.1.3, 9.7, 9.10.2, 13.5, 14.1.1.3, 14.2.1.2 Payment, Final 4.2.1, 4.2.9, 9.10, 12.3, 14.2.4, 14.4.3 Payment Bond, Performance Bond and 7.3.4.4, 9.6.7, 9.10.3, 11.1.2 Payments, Progress 9.3, 9.6, 9.8.5, 9.10.3, 14.2.3, 15.1.4 PAYMENTS AND COMPLETION 9 Payments to Subcontractors 5.4.2, 9.5.1.3, 9.6.2, 9.6.3, 9.6.4, 9.6.7, 14.2.1.2 PCB 10.3.1 Performance Bond and Payment Bond 7.3.4.4, 9.6.7, 9.10.3, 11.1.2 Permits, Fees, Notices and Compliance with Laws 2.3.1, 3.7, 3.13, 7.3.4.4, 10.2.2 PERSONS AND PROPERTY, PROTECTION OF 10 Polychlorinated Biphenyl 10.3.1 Product Data, Definition of 3.12.2 Product Data and Samples, Shop Drawings 3.11, 3.12, 4.2.7 Progress and Completion 4.2.2, 8.2, 9.8, 9.9.1, 14.1.4, 15.1.4 Progress Payments 9.3, 9.6, 9.8.5, 9.10.3, 14.2.3, 15.1.4 Init. AIA Document A201 — 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. 'The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of 7 The American Institute of Architects. This document was produced at 12:58:39 ET on 02/09/2023 under Order No.4104236664 which expires on 10/04/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1462981493) Project, Definition of 1.1.4 Project Representatives 4.2.10 Property Insurance 10.2.5, 11.2 Proposal Requirements 1.1.1 PROTECTION OF PERSONS AND PROPERTY 10 Regulations and Laws 1. 5, 2.3.2, 3.2.3, 3.6, 3.7, 3.12.10, 3.13, 9.6.4, 9.9. 1, 10.2.2,13.1, 13.3, 13.4.1, 13.4.2,13.5,14,15.2.8,15.4 Rejection of Work 4.2.6, 12.2.1 Releases and Waivers of Liens 9.3.1, 9.10.2 Representations 3.2.1, 3.5, 3.12.6, 8.2.1, 9.3.3, 9.4.2, 9.5.1, 9. 10.1 Representatives 2.1.1, 3.1.1, 3.9, 4.1.1, 4.2,10, 13.2.1 Responsibility for Those Performing the Work 3.3.2, 3.18, 4.2.2, 4.2.3, 5.3, 6.1.3, 6.2, 6.3, 9.5. 1, 10 Retainage 9.3.1, 9.6.2, 9.8.5, 9.9.1, 9.10.2, 9.10.3 Review of Contract Documents and Field Conditions by Contractor 3.2, 3.12.7, 6.1.3 Review of Contractor's Submittals by Owner and Architect 3.10.1, 3.10.2, 3.11, 3,12, 4.2, 5.2, 6.1.3, 9.2, 9.8.2 Review of Shop Drawings, Product Data and Samples by Contractor 3.12 Rights and Remedies 1.1.2, 2.4, 2.5, 3.5, 3.7.4, 3.15.2, 4.2.6, 5.3, 5.4, 6.1, 6.3, 7.3.1, 8.3, 9.5.1, 9.7, 10.2.5, 10.3, 12.2.1, 12.2.2, 12.2.4, 13.3, 14, 15.4 Royalties, Patents and Copyrights 3.17 Rules and Notices for Arbitration 15.4.1 Safety of Persons and Property 10.2, 10.4 Safety Precautions and Programs 3.3.1, 4.2.2, 4.2.7, 5.3, 10.1, 10.2, 10.4 Samples, Definition of 3.12.3 Samples, Shop Drawings, Product Data and 3.11, 3.12, 4.2.7 Samples at the Site, Documents and 3.11 Schedule of Values 9.2, 9.3.1 Schedules, Construction 3.10, 3.12.1, 3.12.2, 6.1.3, 15.1.6.2 Separate Contracts and Contractors 1.1.4, 3.12.5, 3.14.2, 4.2.4, 4.2.7, 6, 8.3.1, 12.1.2 Separate Contractors, Definition of 6.1.1 Shop Drawings, Definition of 3.12.1 Shop Drawings, Product Data and Samples 3.11, 3.12, 4.2.7 Site, Use of 3.13, 6.1.1, 6.2.1 Site Inspections 3.2.2, 3.3.3, 3.7.1, 3.7.4, 4.2, 9.9.2, 9.4.2, 9.10.1, 13.4 Site Visits, Architect's 3.7.4, 4.2.2, 4.2.9, 9.4.2, 9.5.1, 9.9.2, 9.10.1, 13.4 Special Inspections and Testing 4.2.6, 12.2.1, 13.4 Specifications, Definition of 1.1.6 Specifications 1.1.1, 1.1.6, 1.2.2, 1.5, 3.12.10, 3.17, 4.2.14 Statute of Limitations 15.1.2, 15.4.1.1 Stopping the Work 2.2.2, 2.4, 9.7, 10.3, 14.1 Stored Materials 6.2.1, 9.3.2, 10.2.1.2, 10.2.4 Subcontractor, Definition of 5.1.1 SUBCONTRACTORS 5 Subcontractors, Work by 1.2.2, 3.3.2, 3.12.1, 3.18, 4.2.3, 5.2.3, 5.3, 5.4, 9.3.1.2, 9.6.7 Subcontractual Relations 5.3,5.4,9.3.1.2,9.6,9.10,10.2.1, 14.1, 14.2.1 Submittals 3.10, 3.11, 3.12, 4.2.7, 5.2.1, 5.2.3, 7.3.4, 9.2, 9.3, 9.8, 9.9.1, 9.10.2, 9.10.3 Submittal Schedule 3.10.2, 3.12.5, 4.2.7 Subrogation, Waivers of 6.1.1, 11.3 Substances, Hazardous 10.3 Substantial Completion 4.2.9, 8.1.1, 8.1.3, 8.2.3, 9.4.2, 9.8, 9.9.1, 9.10.3, 12.2, 15.1.2 Substantial Completion, Definition of 9.8.1 Substitution of Subcontractors 5.2.3, 5.2.4 Substitution of Architect 2.3.3 Substitutions of Materials 3.4.2, 3.5, 7.3.8 Sub -subcontractor, Definition of 5.1.2 Init. AIA Document A201 — 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA,' the AIA Logo, and "AIA Contract Documents" are registered trademarks of 8 The American Institute of Architects. This document was produced at 12:58:39 ET on 02/09/2023 under Order No.4104236664 which expires on 10104/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1462981493) Subsurface Conditions 3.7.4 Successors and Assigns 13.2 Superintendent 3.9, 10.2.6 Supervision and Construction Procedures 1.2.2, 3.3, 3.4, 3.12.10, 4.2.2, 4.2.7, 6.1.3, 6.2.4, 7.1.3, 7.3.4, 8.2, 8.3.1, 9.4.2, 10, 12, 14, 15.1.4 Suppliers 1.5, 3.12.1, 4.2.4, 4.2.6, 5.2.1, 9.3, 9.4.2, 9.5.4, 9.6, 9.10.5, 14.2.1 Surety 5.4.1.2, 9.6.8, 9.8.5, 9.10.2, 9.10.3, 11.1.2, 14.2.2, 15.2.7 Surety, Consent of 9.8.5, 9.10.2, 9.10.3 Surveys 1.1.7, 2.3.4 Suspension by the Owner for Convenience 14.3 Suspension of the Work 3.7.5, 5.4.2, 14.3 Suspension or Termination of the Contract 5.4.1.1, 14 Taxes 3.6, 3.8.2.1, 7.3.4.4 Termination by the Contractor 14.1, 15.1.7 Termination by the Owner for Cause 5.4.1.1, 14.2, 15.1.7 Termination by the Owner for Convenience 14.4 Termination of the Architect 2.3.3 Termination of the Contractor Employment 14.2.2 TERMINATION OR SUSPENSION OF THE CONTRACT 14 Tests and Inspections 3.1.3, 3.3.3, 3.7.1, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.3, 9.9.2,9.10.1,10.3.2,12.2.1,13.4 TIME 8 Time, Delays and Extensions of 3.2.4, 3.7.4, 5.2.3, 7.2.1, 7.3.1, 7.4, 8.3, 9.5.1, 9,7, 10.3.2, 10.4, 14.3.2, 15.1.6, 15.2.5 Time Limits 2.1.2, 2.2, 2.5, 3.2.2, 3.10, 3.11, 3.12.5, 3.15.1, 4.2, 5.2, 5.3, 5.4, 6.2.4, 7.3, 7.4, 8.2, 9.2, 9.3.1, 9.3.3, 9.4. 1, 9.5, 9.6, 9.7, 9.8, 9.9, 9.10, 12.2, 13.4, 14, 15.1.2, 15.1.3, 15.4 Time Limits on Claims 3.7.4, 10.2.8, 15.1.2, 15.1.3 Title to Work 9.3.2, 9.3.3 UNCOVERING AND CORRECTION OF WORK 12 Uncovering of Work 12.1 Unforeseen Conditions, Concealed or Unknown 3.7.4, 8.3.1, 10.3 Unit Prices 7.3.3.2, 9.1.2 Use of Documents 1.1.1, 1. 5, 2.3.6, 3.12.6, 5.3 Use of Site 3.13, 6.1.1, 6.2.1 Values, Schedule of 9.2, 9.3.1 Waiver of Claims by the Architect 13.3.2 Waiver of Claims by the Contractor 9.10.5, 13.3.2, 15.1.7 Waiver of Claims by the Owner 9.9.3, 9.10.3, 9.10.4, 12.2.2.1, 13.3.2, 14.2.4, 15.1.7 Waiver of Consequential Damages 14.2.4, 15.1.7 Waiver of Liens 9.3, 9.10.2, 9.10.4 Waivers of Subrogation 6.1.1, 11.3 Warranty 3.5, 4.2.9, 9.3.3, 9.8.4, 9.9.1, 9,10.2, 9.10.4, 12.2.2, 15.1.2 Weather Delays 8.3, 15.1.6.2 Work, Definition of 1.1.3 Written Consent 1.5.2, 3.4.2, 3.7.4, 3.12.8, 3.14.2, 4.1.2, 9.3.2, 9,10.3, 13.2, 13.3.2, 15.4.4.2 Written Interpretations 4.2.11, 4.2.12 Written Orders 1.1.1, 2.4, 3.9, 7, 8.2.2, 12.1, 12.2, 13.4.2, 14.3.1 Init. AIA Document A201 — 2017. Copyright @ 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of 9 The American Institute of Architects. This document was produced at 12:58:39 ET on 02/09/2023 under Order No.4104236664 which expires on 10/04/2023, is not / for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1462981493) ARTICLE 1 GENERAL PROVISIONS § 1.1 Basic Definitions § 1.1.1 The Contract Documents The Contract Documents are enumerated in the Agreement between the Owner and Contractor (hereinafter the Agreement) and consist of the Agreement, Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to execution of the Contract, other documents listed in the Agreement, and Modifications issued after execution of the Contract. A Modification is (1) a written amendment to the Contract signed by both parties, (2) a Change Order, (3) a Construction Change Directive, or (4) a written order for a minor change in the Work issued by the Architect. Unless specifically enumerated in the Agreement, the Contract Documents do not include the advertisement or invitation to bid, Instructions to Bidders, sample forms, other information furnished by the Owner in anticipation of receiving bids or proposals, the Contractor's bid or proposal, or portions of Addenda relating to bidding or proposal requirements. § 1.1.2 The Contract The Contract Documents form the Contract for Construction. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations, or agreements, either written or oral. The Contract may be amended or modified only by a Modification. The Contract Documents shall not be construed to create a contractual relationship of any kind (1) between the Contractor and the Architect or the Architect's consultants, (2) between the Owner and a Subcontractor or a Sub -subcontractor, (3) between the Owner and the Architect or the Architect's consultants, or (4) between any persons or entities other than the Owner and the Contractor. The Architect shall, however, be entitled to performance and enforcement of obligations under the Contract intended to facilitate performance of the Architect's duties. § 1.1.3 The Work The term "Work" means the construction and services required by the Contract Documents, whether completed or partially completed, and includes all other labor, materials, equipment, and services provided or to be provided by the Contractor to fulfill the Contractor's obligations. The Work may constitute the whole or a part of the Project. § 1.1.4 The Project The Project is the total construction of which the Work performed under the Contract Documents may be the whole or a part and which may include construction by the Owner and by Separate Contractors. § 1.1.5 The Drawings The Drawings are the graphic and pictorial portions of the Contract Documents showing the design, location and dimensions of the Work, generally including plans, elevations, sections, details, schedules, and diagrams. § 1.1.6 The Specifications The Specifications are that portion of the Contract Documents consisting of the written requirements for materials, equipment, systems, standards and workmanship for the Work, and performance of related services. § 1.1.7 Instruments of Service Instruments of Service are representations, in any medium of expression now known or later developed, of the tangible and intangible creative work performed by the Architect and the Architect's consultants under their respective professional services agreements. Instruments of Service may include, without limitation, studies, surveys, models, sketches, drawings, specifications, and other similar materials. § 1.1.8 Initial Decision Maker The Initial Decision Maker is the person identified in the Agreement to render initial decisions on Claims in accordance with Section 15.2. The Initial Decision Maker shall not show partiality to the Owner or Contractor and shall not be liable for results of interpretations or decisions rendered in good faith. § 1.2 Correlation and Intent of the Contract Documents § 1.2.1 The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all; performance by the Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the indicated results. Init. AIA Document A201 — 2017. Copyright @ 1911, 1916, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA,' the AIA Logo, and "AIA Contract Documents" are registered trademarks of 10 The American Institute of Architects. This document was produced at 12:58:39 ET on 02/09/2023 under Order No.4104236664 which expires on 10/04/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1462981493) § 1.2.1.1 The invalidity of any provision of the Contract Documents shall not invalidate the Contract or its remaining provisions. If it is determined that any provision of the Contract Documents violates any law, or is otherwise invalid or unenforceable, then that provision shall be revised to the extent necessary to make that provision legal and enforceable. In such case the Contract Documents shall be construed, to the fullest extent permitted by law, to give effect to the parties' intentions and purposes in executing the Contract. § 1.2.2 Organization of the Specifications into divisions, sections and articles, and arrangement of Drawings shall not control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade. § 1.2.3 Unless otherwise stated in the Contract Documents, words that have well-known technical or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings. § 1.3 Capitalization Terms capitalized in these General Conditions include those that are (1) specifically defined, (2) the titles of numbered articles, or (3) the titles of other documents published by the American Institute of Architects. § 1.4 Interpretation In the interest of brevity the Contract Documents frequently omit modifying words such as "all" and "any" and articles such as "the" and "an," but the fact that a modifier or an article is absent from one statement and appears in another is not intended to affect the interpretation of either statement. § 1.5 Ownership and Use of Drawings, Specifications, and Other Instruments of Service § 1.5.1 The Architect and the Architect's consultants shall be deemed the authors and owners of their respective Instruments of Service, including the Drawings and Specifications, and retain all common law, statutory, and other reserved rights in their Instruments of Service, including copyrights. The Contractor, Subcontractors, Sub -subcontractors, and suppliers shall not own or claim a copyright in the Instruments of Service. Submittal or distribution to meet official regulatory requirements or for other purposes in connection with the Project is not to be construed as publication in derogation of the Architect's or Architect's consultants' reserved rights. § 1.5.2 The Contractor, Subcontractors, Sub -subcontractors, and suppliers are authorized to use and reproduce the Instruments of Service provided to them, subject to any protocols established pursuant to Sections 1.7 and 1.8, solely and exclusively for execution of the Work. All copies made under this authorization shall bear the copyright notice, if any, shown on the Instruments of Service. The Contractor, Subcontractors, Sub -subcontractors, and suppliers may not use the Instruments of Service on other projects or for additions to the Project outside the scope of the Work without the specific written consent of the Owner, Architect, and the Architect's consultants. § 1.6 Notice § 1.6.1 Except as otherwise provided in Section 1.6.2, where the Contract Documents require one party to notify or give notice to the other party, such notice shall be provided in writing to the designated representative of the party to whom the notice is addressed and shall be deemed to have been duly served if delivered in person, by mail, by courier, or by electronic transmission if a method for electronic transmission is set forth in the Agreement. § 1.6.2 Notice of Claims as provided in Section 15.1.3 shall be provided in writing and shall be deemed to have been duly served only if delivered to the designated representative of the party to whom the notice is addressed by certified or registered mail, or by courier providing proof of delivery. § 1.7 Digital Data Use and Transmission The parties shall agree upon protocols governing the transmission and use of Instruments of Service or any other information or documentation in digital form. The parties will use AIA Document E203TM-2013, Building Information Modeling and Digital Data Exhibit, to establish the protocols for the development, use, transmission, and exchange of digital data. § 1.8 Building Information Models Use and Reliance Any use of, or reliance on, all or a portion of a building information model without agreement to protocols governing the use of, and reliance on, the information contained in the model and without having those protocols set forth in AIA Document E203TM-2013, Building Information Modeling and Digital Data Exhibit, and the requisite AIA Document AIA Document A201 — 2017 Copyright © 1911, 1915, 1918 1925, 1937, 1951 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997 Init. � 2007 and 2017. All rights reserved. "The American Institute of Architects, American Institute of Architects, AIA, the AIA Logo, and AIA Contract Documents" are registered trademarks of 11 The American Institute of Architects. This document was produced at 12:58:39 ET on 02/09/2023 under Order No.4104236664 which expires on 1010412023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1462981493) G202TM-2013, Project Building Information Modeling Protocol Form, shall be at the using or relying parry's sole risk and without liability to the other party and its contractors or consultants, the authors of, or contributors to, the building information model, and each of their agents and employees. ARTICLE 2 OWNER § 2.1 General § 2.1.1 The Owner is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The Owner shall designate in writing a representative who shall have express authority to bind the Owner with respect to all matters requiring the Owner's approval or authorization. Except as otherwise provided in Section 4.2.1, the Architect does not have such authority. The term "Owner" means the Owner or the Owner's authorized representative. § 2.1.2 The Owner shall furnish to the Contractor, within fifteen days after receipt of a written request, information necessary and relevant for the Contractor to evaluate, give notice of, or enforce mechanic's lien rights. Such information shall include a correct statement of the record legal title to the property on which the Project is located, usually referred to as the site, and the Owner's interest therein. § 2.2 Evidence of the Owner's Financial Arrangements § 2.2.1 Prior to commencement of the Work and upon written request by the Contractor, the Owner shall furnish to the Contractor reasonable evidence that the Owner has made financial arrangements to fulfill the Owner's obligations under the Contract. The Contractor shall have no obligation to commence the Work until the Owner provides such evidence. If commencement of the Work is delayed under this Section 2.2.1, the Contract Time shall be extended appropriately. § 2.2.2 Following commencement of the Work and upon written request by the Contractor, the Owner shall furnish to the Contractor reasonable evidence that the Owner has made financial arrangements to fulfill the Owner's obligations under the Contract only if (1) the Owner fails to make payments to the Contractor as the Contract Documents require; (2) the Contractor identifies in writing a reasonable concern regarding the Owner's ability to make payment when due; or (3) a change in the Work materially changes the Contract Sum. If the Owner fails to provide such evidence, as required, within fourteen days of the Contractor's request, the Contractor may immediately stop the Work and, in that event, shall notify the Owner that the Work has stopped. However, if the request is made because a change in the Work materially changes the Contract Sum under (3) above, the Contractor may immediately stop only that portion of the Work affected by the change until reasonable evidence is provided. If the Work is stopped under this Section 2.2.2, the Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Contractor's reasonable costs of shutdown, delay and start-up, plus interest as provided in the Contract Documents. § 2.2.3 After the Owner furnishes evidence of financial arrangements under this Section 2.2, the Owner shall not materially vary such financial arrangements without prior notice to the Contractor. § 2.2.4 Where the Owner has designated information furnished under this Section 2.2 as "confidential," the Contractor shall keep the information confidential and shall not disclose it to any other person. However, the Contractor may disclose "confidential" information, after seven (7) days' notice to the Owner, where disclosure is required by law, including a subpoena or other form of compulsory legal process issued by a court or governmental entity, or by court or arbitrator(s) order. The Contractor may also disclose "confidential" information to its employees, consultants, sureties, Subcontractors and their employees, Sub -subcontractors, and others who need to know the content of such information solely and exclusively for the Project and who agree to maintain the confidentiality of such information. § 2.3 Information and Services Required of the Owner § 2.3.1 Except for permits and fees that are the responsibility of the Contractor under the Contract Documents, including those required under Section 3.7.1, the Owner shall secure and pay for necessary approvals, easements, assessments and charges required for construction, use or occupancy of permanent structures or for permanent changes in existing facilities. § 2.3.2 The Owner shall retain an architect lawfully licensed to practice architecture, or an entity lawfully practicing architecture, in the jurisdiction where the Project is located. That person or entity is identified as the Architect in the Agreement and is referred to throughout the Contract Documents as if singular in number. Init. AIA Document A201 — 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of 12 The American Institute of Architects. This document was produced at 12:58:39 ET on 02/09/2023 under Order No.4104236664 which expires on 10/04/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents®Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1462981493) § 2.3.3 If the employment of the Architect terminates, the Owner shall employ a successor to whom the Contractor has no reasonable objection and whose status under the Contract Documents shall be that of the Architect. § 2.3.4 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for the site of the Project, and a legal description of the site. The Contractor shall be entitled to rely on the accuracy of information furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work. § 2.3.5 The Owner shall furnish information or services required of the Owner by the Contract Documents with reasonable promptness. The Owner shall also furnish any other information or services under the Owner's control and relevant to the Contractor's performance of the Work with reasonable promptness after receiving the Contractor's written request for such information or services. § 2.3.6 Unless otherwise provided in the Contract Documents, the Owner shall furnish to the Contractor one copy of the Contract Documents for purposes of making reproductions pursuant to Section 1.5.2. § 2.4 Owner's Right to Stop the Work If the Contractor fails to correct Work that is not in accordance with the requirements of the Contract Documents as required by Section 12.2 or repeatedly fails to carry out Work in accordance with the Contract Documents, the Owner may issue a written order to the Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity, except to the extent required by Section 6.1.3. § 2.5 Owner's Right to Carry Out the Work If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a ten-day period after receipt of notice from the Owner to commence and continue correction of such default or neglect with diligence and promptness, the Owner may, without prejudice to other remedies the Owner may have, correct such default or neglect. Such action by the Owner and amounts charged to the Contractor are both subject to prior approval of the Architect and the Architect may, pursuant to Section 9.5.1, withhold or nullify a Certificate for Payment in whole or in part, to the extent reasonably necessary to reimburse the Owner for the reasonable cost of correcting such deficiencies, including Owner's expenses and compensation for the Architect's additional services made necessary by such default, neglect, or failure. If current and future payments are not sufficient to cover such amounts, the Contractor shall pay the difference to the Owner. If the Contractor disagrees with the actions of the Owner or the Architect, or the amounts claimed as costs to the Owner, the Contractor may file a Claim pursuant to Article 15. ARTICLE 3 CONTRACTOR § 3.1 General § 3.1.1 The Contractor is the person or entity identified as such in the Agreement and is referred to throughout the Contract Documents as if singular in number. The Contractor shall be lawfully licensed, if required in the jurisdiction where the Project is located. The Contractor shall designate in writing a representative who shall have express authority to bind the Contractor with respect to all matters under this Contract. The term "Contractor" means the Contractor or the Contractor's authorized representative. § 3.1.2 The Contractor shall perform the Work in accordance with the Contract Documents. § 3.1.3 The Contractor shall not be relieved of its obligations to perform the Work in accordance with the Contract Documents either by activities or duties of the Architect in the Architect's administration of the Contract, or by tests, inspections or approvals required or performed by persons or entities other than the Contractor. § 3.2 Review of Contract Documents and Field Conditions by Contractor § 3.2.1 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site, become generally familiar with local conditions under which the Work is to be performed, and correlated personal observations with requirements of the Contract Documents. Init. AIA Document A201 — 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and `AIA Contract Documents" are registered trademarks of 13 The American Institute of Architects. This document was produced at 12:58:39 ET on 02/09/2023 under Order No.4104236664 which expires on 10/04/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1462981493) § 3.2.2 Because the Contract Documents are complementary, the Contractor shall, before starting each portion of the Work, carefully study and compare the various Contract Documents relative to that portion of the Work, as well as the information furnished by the Owner pursuant to Section 2.3.4, shall take field measurements of any existing conditions related to that portion of the Work, and shall observe any conditions at the site affecting it. These obligations are for the purpose of facilitating coordination and construction by the Contractor and are not for the purpose of discovering errors, omissions, or inconsistencies in the Contract Documents; however, the Contractor shall promptly report to the Architect any errors, inconsistencies or omissions discovered by or made known to the Contractor as a request for information in such form as the Architect may require. It is recognized that the Contractor's review is made in the Contractor's capacity as a contractor and not as a licensed design professional, unless otherwise specifically provided in the Contract Documents. § 3.2.3 The Contractor is not required to ascertain that the Contract Documents are in accordance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, but the Contractor shall promptly report to the Architect any nonconformity discovered by or made known to the Contractor as a request for information in such form as the Architect may require. § 3.2.4 If the Contractor believes that additional cost or time is involved because of clarifications or instructions the Architect issues in response to the Contractor's notices or requests for information pursuant to Sections 3.2.2 or 3.2.3, the Contractor shall submit Claims as provided in Article 15, If the Contractor fails to perform the obligations of Sections 3.2.2 or 3.2.3, the Contractor shall pay such costs and damages to the Owner, subject to Section 15.1.7, as would have been avoided if the Contractor had performed such obligations. If the Contractor performs those obligations, the Contractor shall not be liable to the Owner or Architect for damages resulting from errors, inconsistencies or omissions in the Contract Documents, for differences between field measurements or conditions and the Contract Documents, or for nonconformities of the Contract Documents to applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities. § 3.3 Supervision and Construction Procedures § 3.3.1 The Contractor shall supervise and direct the Work, using the Contractor's best skill and attention. The Contractor shall be solely responsible for, and have control over, construction means, methods, techniques, sequences, and procedures, and for coordinating all portions of the Work under the Contract. If the Contract Documents give specific instructions concerning construction means, methods, techniques, sequences, or procedures, the Contractor shall evaluate the jobsite safety thereof and shall be solely responsible for the jobsite safety of such means, methods, techniques, sequences, or procedures. If the Contractor determines that such means, methods, techniques, sequences or procedures may not be safe, the Contractor shall give timely notice to the Owner and Architect, and shall propose alternative means, methods, techniques, sequences, or procedures. The Architect shall evaluate the proposed alternative solely for conformance with the design intent for the completed construction. Unless the Architect objects to the Contractor's proposed alternative, the Contractor shall perform the Work using its alternative means, methods, techniques, sequences, or procedures. § 3.3.2 The Contractor shall be responsible to the Owner for acts and omissions of the Contractor's employees, Subcontractors and their agents and employees, and other persons or entities performing portions of the Work for, or on behalf of, the Contractor or any of its Subcontractors. § 3.3.3 The Contractor shall be responsible for inspection of portions of Work already performed to determine that such portions are in proper condition to receive subsequent Work. § 3.4 Labor and Materials § 3.4.1 Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. § 3.4.2 Except in the case of minor changes in the Work approved by the Architect in accordance with Section 3.12.8 or ordered by the Architect in accordance with Section 7.4, the Contractor may make substitutions only with the consent of the Owner, after evaluation by the Architect and in accordance with a Change Order or Construction Change Directive. Init. AIA Document A201 —2017. Copyright @ 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. 'The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of 14 The American Institute of Architects. This document was produced at 12:58:39 ET on 02/09/2023 under Order No.4104236664 which expires on 10/04/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1462981493) § 3.4.3 The Contractor shall enforce strict discipline and good order among the Contractor's employees and other persons carrying out the Work. The Contractor shall not permit employment of unfit persons or persons not properly skilled in tasks assigned to them. § 3.5 Warranty § 3.5.1 The Contractor warrants to the Owner and Architect that materials and equipment furnished under the Contract will be of good quality and new unless the Contract Documents require or permit otherwise. The Contractor further warrants that the Work will conform to the requirements of the Contract Documents and will be free from defects, except for those inherent in the quality of the Work the Contract Documents require or permit. Work, materials, or equipment not conforming to these requirements may be considered defective. The Contractor's warranty excludes remedy for damage or defect caused by abuse, alterations to the Work not executed by the Contractor, improper or insufficient maintenance, improper operation, or normal wear and tear and normal usage. If required by the Architect, the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. § 3.5.2 All material, equipment, or other special warranties required by the Contract Documents shall be issued in the name of the Owner, or shall be transferable to the Owner, and shall commence in accordance with Section 9.8.4. § 3.6 Taxes The Contractor shall pay sales, consumer, use and similar taxes for the Work provided by the Contractor that are legally enacted when bids are received or negotiations concluded, whether or not yet effective or merely scheduled to go into effect. § 3.7 Permits, Fees, Notices and Compliance with Laws § 3.7.1 Unless otherwise provided in the Contract Documents, the Contractor shall secure and pay for the building permit as well as for other permits, fees, licenses, and inspections by government agencies necessary for proper execution and completion of the Work that are customarily secured after execution of the Contract and legally required at the time bids are received or negotiations concluded. § 3.7.2 The Contractor shall comply with and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities applicable to performance of the Work. § 3.7.3 If the Contractor performs Work knowing it to be contrary to applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of public authorities, the Contractor shall assume appropriate responsibility for such Work and shall bear the costs attributable to correction. § 3.7.4 Concealed or Unknown Conditions If the Contractor encounters conditions at the site that are (1) subsurface or otherwise concealed physical conditions that differ materially from those indicated in the Contract Documents or (2) unknown physical conditions of an unusual nature that differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract Documents, the Contractor shall promptly provide notice to the Owner and the Architect before conditions are disturbed and in no event later than 14 days after first observance of the conditions. The Architect will promptly investigate such conditions and, if the Architect determines that they differ materially and cause an increase or decrease in the Contractor's cost of, or time required for, performance of any part of the Work, will recommend that an equitable adjustment be made in the Contract Sum or Contract Time, or both. If the Architect determines that the conditions at the site are not materially different from those indicated in the Contract Documents and that no change in the terms of the Contract is justified, the Architect shall promptly notify the Owner and Contractor, stating the reasons. If either party disputes the Architect's determination or recommendation, that party may submit a Claim as provided in Article 15. § 3.7.5 If, in the course of the Work, the Contractor encounters human remains or recognizes the existence of burial markers, archaeological sites or wetlands not indicated in the Contract Documents, the Contractor shall immediately suspend any operations that would affect them and shall notify the Owner and Architect. Upon receipt of such notice, the Owner shall promptly take any action necessary to obtain governmental authorization required to resume the operations. The Contractor shall continue to suspend such operations until otherwise instructed by the Owner but shall continue with all other operations that do not affect those remains or features. Requests for adjustments in the Contract Sum and Contract Time arising from the existence of such remains or features may be made as provided in Article 15. Init. AIA Document A201 — 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. 'The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of 15 The American Institute of Architects. This document was produced at 12:58:39 ET on 02/09/2023 under Order No.4104236664 which expires on 10/04/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1462981493) § 3.8 A1111owances § 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 per -sons 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, .11 allowances shall cover the cost to the Cor.ttractor ofmaterials 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 it) 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 arid the allowances -under Section. 3.8.2.1 and (2) changes in Contractor's costs under Section 3.8.2.2. § 18.3 Materials and equipment under an allowance shall be selected by the Owner with reasonable promptness. § 19 Superintendent § 19.1 The Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance at the Project site during performance of the Work. The superintendent shall. represent the Contractor, and communications given to the superintendent shall be as binding as if given to the Contractor. § 19.2 The Contractor, as soon as practicable after award of the Contract, shall 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. § 19.3 T.11e Contractor shall not employ a proposed superintendent to whom the Owner or architect has made reasonable and timely objection, The Conti -actor shall not change the superintendent without. the Owner's consent, which shall not unreasonably be withheld or delayed. § 110 Contractor's Construction and SubmMall 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 ofthe Work, interim schedule milestone dates, and the date of Substantial Comptetion; (2) an apportionment of the Work by construction activity; and (3) the time requiredfor completion of each portion of the Work. The schedule shall provide :For the orderly progression of the Work to completion arid shall not exceed time limits current Linder the Contract Documents, The schedule shall be revised at appropriate intervals as required by the conditions of the Work. and Project. § 110.2 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 shallnot be unreasonably delayed or withheld. The submittal schedule shall (1) be coordinated with the Contractor's construction schedule, and (2) allow theArchitect reasonable time to review subraittals. If the Contractor fails to submit a submittal schedule, or fails to provide submittals in accordance with the approved submittal schedule, tile Contractor shall not be entitled to any increase in Contract SUM or extension of Contract Tinne 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. § 111 Documents and SairnplIes 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, arid — - - --------- - ----------------------- -------- - . . . . . . . .................... . ...... ------------- . . . .. ...... . ..... . . ..... AIADocurnentA201 —2017. Copyright@) 1911,1915,1918,1925, 1937,1951,1958,1961, 1963,1966,1970,1976,1987,1997, 2007 and 2017. All rights reserved, "The American Institute of Architects," "American Institute of Architects," "AIA," the AIAL.ogo, and 'AIA Contract Documents" are registered trademarks of 16 The American Institute of Architects. 'I'his document was produced at 12:58:39 ET on 02/09/2.023 under Order No.4104236664 which expires on 10104/2.023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Docurnents"'Ternis of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. Useir Notes: (1462981493) delivered to the Architect for submittal to the Owner upon completion of the Work as a record of the Work as constructed. § 3.12 Shop Drawings, Product Data and Samples § 3.12.1 Shop Drawings are drawings, diagrams, schedules, and other data specially prepared for the Work by the Contractor or a Subcontractor, Sub -subcontractor, manufacturer, supplier, or distributor to illustrate some portion of the Work. § 3.12.2 Product Data are illustrations, standard schedules, performance charts, instructions, brochures, diagrams, and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work. § 3.12.3 Samples are physical examples that illustrate materials, equipment, or workmanship, and establish standards by which the Work will be judged. § 3.12.4 Shop Drawings, Product Data, Samples, and similar submittals are not Contract Documents. Their purpose is to demonstrate how the Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents for those portions of the Work for which the Contract Documents require submittals. Review by the Architect is subject to the limitations of Section 4.2.7. Informational submittals upon which the Architect is not expected to take responsive action may be so identified in the Contract Documents. Submittals that are not required by the Contract Documents may be returned by the Architect without action. § 3.12.5 The Contractor shall review for compliance with the Contract Documents, approve, and submit to the Architect, Shop Drawings, Product Data, Samples, and similar submittals required by the Contract Documents, in accordance with the submittal schedule approved by the Architect or, in the absence of an approved submittal schedule, with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of the Owner or of Separate Contractors. § 3.12.6 By submitting Shop Drawings, Product Data, Samples, and similar submittals, the Contractor represents to the Owner and Architect that the Contractor has (1) reviewed and approved them, (2) determined and verified materials, field measurements and field construction criteria related thereto, or will do so, and (3) checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract Documents. § 3.12.7 The Contractor shall perform no portion of the Work for which the Contract Documents require submittal and review of Shop Drawings, Product Data, Samples, or similar submittals, until the respective submittal has been approved by the Architect. § 3.12.8 The Work shall be in accordance with approved submittals except that the Contractor shall not be relieved of responsibility for deviations from the requirements of the Contract Documents by the Architect's approval of Shop Drawings, Product Data, Samples, or similar submittals, unless the Contractor has specifically notified the Architect of such deviation at the time of submittal and (1) the Architect has given written approval to the specific, deviation as a minor change in the Work, or (2) a Change Order or Construction Change Directive has been issued authorizing the deviation. The Contractor shall not be relieved of responsibility for errors or omissions in Shop Drawings, Product Data, Samples, or similar submittals, by the Architect's approval thereof. § 3.12.9 The Contractor shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data, Samples, or similar submittals, to revisions other than those requested by the Architect on previous submittals. In the absence of such notice, the Architect's approval of a resubmission shall not apply to such revisions. § 3.12.10 The Contractor shall not be required to provide professional services that constitute the practice of architecture or engineering unless such services are specifically required by the Contract Documents for a portion of the Work or unless the Contractor needs to provide such services in order to carry out the Contractor's responsibilities for construction means, methods, techniques, sequences, and procedures. The Contractor shall not be required to provide professional services in violation of applicable law. § 3.12.10.1 If professional design services or certifications by a design professional related to systems, materials, or equipment are specifically required of the Contractor by the Contract Documents, the Owner and the Architect will reserved. 'The American Institute of Architects," "American Institute ofArchitects," 11 1958 Init. 01 — 2017. Copyright © 1911 1915, 1918, 1925, 1937 195 1961, 1963, 1966, 1970 1976, 1987, 1997 2007 and 2017. All rights cts, AIA," the AIA Logo, and "AIA Contract Documents are registered trademarks of 17 The American Institute of Architects. This document was produced at 12:58:39 ET on 02/09/2023 under Order No.4104236664 which expires on 10/04/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1462981493) specify all performance and design criteria that such services must satisfy. The Contractor shall be entitled to rely upon the adequacy and accuracy of the performance and design criteria provided in the Contract Documents. The Contractor shall cause such services or certifications to be provided by an appropriately licensed design professional, whose signature and seal shall appear on all drawings, calculations, specifications, certifications, Shop Drawings, and other submittals prepared by such professional. Shop Drawings, and other submittals related to the Work, designed or certified by such professional, if prepared by others, shall bear such professional's written approval when submitted to the Architect. The Owner and the Architect shall be entitled to rely upon the adequacy and accuracy of the services, certifications, and approvals performed or provided by such design professionals, provided the Owner and Architect have specified to the Contractor the performance and design criteria that such services must satisfy. Pursuant to this Section 3.12.10, the Architect will review and approve or take other appropriate action on submittals only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. § 3.12.10.2 If the Contract Documents require the Contractor's design professional to certify that the Work has been performed in accordance with the design criteria, the Contractor shall furnish such certifications to the Architect at the time and in the form specified by the Architect. § 3.13 Use of Site The Contractor shall confine operations at the site to areas permitted by applicable laws, statutes, ordinances, codes, rules and regulations, lawful orders of public authorities, and the Contract Documents and shall not unreasonably encumber the site with materials or equipment. § 3.14 Cutting and Patching § 3.14.1 The Contractor shall be responsible for cutting, fitting, or patching required to complete the Work or to make its parts fit together properly. All areas requiring cutting, fitting, or patching shall be restored to the condition existing prior to the cutting, fitting, or patching, unless otherwise required by the Contract Documents. § 3.14.2 The Contractor shall not damage or endanger a portion of the Work or fully or partially completed construction of the Owner or Separate Contractors by cutting, patching, or otherwise altering such construction, or by excavation. The Contractor shall not cut or otherwise alter construction by the Owner or a Separate Contractor except with written consent of the Owner and of the Separate Contractor. Consent shall not be unreasonably withheld. The Contractor shall not unreasonably withhold, from the Owner or a Separate Contractor, its consent to cutting or otherwise altering the Work. § 3.15 Cleaning Up § 3.15.1 The Contractor shall keep the premises and surrounding area free from accumulation of waste materials and rubbish caused by operations under the Contract. At completion of the Work, the Contractor shall remove waste materials, rubbish, the Contractor's tools, construction equipment, machinery, and surplus materials from and about the Project. § 3.15.2 If the Contractor fails to clean up as provided in the Contract Documents, the Owner may do so and the Owner shall be entitled to reimbursement from the Contractor. § 3.16 Access to Work The Contractor shall provide the Owner and Architect with access to the Work in preparation and progress wherever located. § 3.17 Royalties, Patents and Copyrights The Contractor shall pay all royalties and license fees. The Contractor shall defend suits or claims for infringement of copyrights and patent rights and shall hold the Owner and Architect harmless from loss on account thereof, but shall not be responsible for defense or loss when a particular design, process, or product of a particular manufacturer or manufacturers is required by the Contract Documents, or where the copyright violations are contained in Drawings, Specifications, or other documents prepared by the Owner or Architect. However, if an infringement of a copyright or patent is discovered by, or made known to, the Contractor, the Contractor shall be responsible for the loss unless the information is promptly furnished to the Architect. Init. AIA Document A201 — 2017. Copyright @ 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of 18 The American Institute of Architects. This document was produced at 12:58:39 ET on 02/09/2023 under Order No.4104236664 which expires on 10/04/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1462981493) § 3.18 Indemnification § 3.18.1 To the fullest extent permitted by law, the Contractor shall indemnify and hold harmless the Owner, Architect, Architect's consultants, and agents and employees of any of them from and against claims, damages, losses, and expenses, including but not limited to attorneys' fees, arising out of or resulting from performance of the Work, provided that such claim, damage, loss, or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself), but only to the extent caused by the negligent acts or omissions of the Contractor, a Subcontractor, anyone directly or indirectly employed by them, or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss, or expense is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity that would otherwise exist as to a party or person described in this Section 3.18. § 3.18.2 In claims against any person or entity indemnified under this Section 3.18 by an employee of the Contractor, a Subcontractor, anyone directly or indirectly employed by them, or anyone for whose acts they may be liable, the indemnification obligation under Section 3.18.1 shall not be limited by a limitation on amount or type of damages, compensation, or benefits payable by or for the Contractor or a Subcontractor under workers' compensation acts, disability benefit acts, or other employee benefit acts. ARTICLE 4 ARCHITECT § 4.1 General § 4.1.1 The Architect is the person or entity retained by the Owner pursuant to Section 2.3.2 and identified as such in the Agreement. § 4.1.2 Duties, responsibilities, and limitations of authority of the Architect as set forth in the Contract Documents shall not be restricted, modified, or extended without written consent of the Owner, Contractor, and Architect. Consent shall not be unreasonably withheld. § 4.2 Administration of the Contract § 4.2.1 The Architect will provide administration of the Contract as described in the Contract Documents and will be an Owner's representative during construction until the date the Architect issues the final Certificate for Payment. The Architect will have authority to act on behalf of the Owner only to the extent provided in the Contract Documents. § 4.2.2 The Architect will visit the site at intervals appropriate to the stage of construction, or as otherwise agreed with the Owner, to become generally familiar with the progress and quality of the portion of the Work completed, and to determine in general if the Work observed is being performed in a manner indicating that the Work, when fully completed, will be in accordance with the Contract Documents. However, the Architect will not be required to make exhaustive or continuous on -site inspections to check the quality or quantity of the Work. The Architect will not have control over, charge of, or responsibility for the construction means, methods, techniques, sequences or procedures, or for the safety precautions and programs in connection with the Work, since these are solely the Contractor's rights and responsibilities under the Contract Documents. § 4.2.3 On the basis of the site visits, the Architect will keep the Owner reasonably informed about the progress and quality of the portion of the Work completed, and promptly report to the Owner (1) known deviations from the Contract Documents, (2) known deviations from the most recent construction schedule submitted by the Contractor, and (3) defects and deficiencies observed in the Work. The Architect will not be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. The Architect will not have control over or charge of, and will not be responsible for acts or omissions of, the Contractor, Subcontractors, or their agents or employees, or any other persons or entities performing portions of the Work. § 4.2.4 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. Init. AIA Document A201 — 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of 19 The American Institute of Architects. This document was produced at 12:58:39 ET on 02/09/2023 under Order No.4104236664 which expires on 10/04/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1462981493) § 4.2.5 Based on the Architect's evaluations of the Contractor's Applications for Payment, the Architect will review and certify the amounts due the Contractor and will issue Certificates for Payment in such amounts. § 4.2.6 The Architect has authority to reject Work that does not conform to the Contract Documents. Whenever the Architect considers it necessary or advisable, the Architect will have authority to require inspection or testing of the Work in accordance with Sections 13.4.2 and 13.4.3, whether or not the Work is fabricated, installed or completed. However, neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, suppliers, their agents or employees, or other persons or entities performing portions of the Work. § 4.2.7 The Architect will review and approve, or take other appropriate action upon, the Contractor's submittals such as Shop Drawings, Product Data, and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Architect's action will be taken in accordance with the submittal schedule approved by the Architect or, in the absence of an approved submittal schedule, with reasonable promptness while allowing sufficient time in the Architect's professional judgment to permit adequate review. Review of such submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instructions for installation or performance of equipment or systems, all of which remain the responsibility of the Contractor as required by the Contract Documents. The Architect's review of the Contractor's submittals shall not relieve the Contractor of the obligations under Sections 3.3, 3.5, and 3.12. The Architect's review shall not constitute approval of safety precautions or of any construction means, methods, techniques, sequences, or procedures. The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. § 4.2.8 The Architect will prepare Change Orders and Construction Change Directives, and may order minor changes in the Work as provided in Section 7.4. The Architect will investigate and make determinations and recommendations regarding concealed and unknown conditions as provided in Section 3.7.4. § 4.2.9 The Architect will conduct inspections to determine the date or dates of Substantial Completion and the date of final completion; issue Certificates of Substantial Completion pursuant to Section 9.8; receive and forward to the Owner, for the Owner's review and records, written warranties and related documents required by the Contract and assembled by the Contractor pursuant to Section 9.10; and issue a final Certificate for Payment pursuant to Section 9.10. § 4.2.10 If the Owner and Architect agree, the Architect will provide one or more Project representatives to assist in carrying out the Architect's responsibilities at the site. The Owner shall notify the Contractor of any change in the duties, responsibilities and limitations of authority of the Project representatives. § 4.2.11 The Architect will interpret and decide matters concerning performance under, and requirements of, the Contract Documents on written request of either the Owner or Contractor. The Architect's response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. § 4.2.12 Interpretations and decisions of the Architect will be consistent with the intent of, and reasonably inferable from, the Contract Documents and will be in writing or in the form of drawings. When making such interpretations and decisions, the Architect will endeavor to secure faithful performance by both Owner and Contractor, will not show partiality to either, and will not be liable for results of interpretations or decisions rendered in good faith. § 4.2.13 The Architect's decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in the Contract Documents. § 4.2.14 The Architect will review and respond to requests for information about the Contract Documents. The Architect's response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. If appropriate, the Architect will prepare and issue supplemental Drawings and Specifications in response to the requests for information. Init. AIA Document A201 — 2017. Copyright© 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. 'The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents' are registered trademarks of 20 The American Institute of Architects. This document was produced at 12:58:39 ET on 02/09/2023 under Order No.4104236664 which expires on 10/04/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1462981493) ARTICLE 5 SUBCONTRACTORS § 5.1 Definitions § 5.1.1 A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the Work at the site. The term "Subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcontractor. The term "Subcontractor" does not include a Separate Contractor or the subcontractors of a Separate Contractor. § 5.1.2 A Sub -subcontractor is a person or entity who has a direct or indirect contract with a Subcontractor to perform a portion of the Work at the site. The term "Sub -subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Sub -subcontractor or an authorized representative of the Sub -subcontractor. § 5.2 Award of Subcontracts and Other Contracts for Portions of the Work § 5.2.1 Unless otherwise stated in the Contract Documents, the Contractor, as soon as practicable after award of the Contract, shall notify the Owner and Architect of the persons or entities proposed for each principal portion of the Work, including those who are to furnish materials or equipment fabricated to a special design. Within 14 days of receipt of the information, the Architect may notify the Contractor whether the Owner or the Architect (1) has reasonable objection to any such proposed person or entity or (2) requires additional time for review. Failure of the Architect to provide notice within the 14-day period shall constitute notice of no reasonable objection. § 5.2.2 The Contractor shall not contract with a proposed person or entity to whom the Owner or Architect has made reasonable and timely objection. The Contractor shall not be required to contract with anyone to whom the Contractor has made reasonable objection. § 5.2.3 If the Owner or Architect has reasonable objection to a person or entity proposed by the Contractor, the Contractor shall propose another to whom the Owner or Architect has no reasonable objection. If the proposed but rejected Subcontractor was reasonably capable of performing the Work, the Contract Sum and Contract Time shall be increased or decreased by the difference, if any, occasioned by such change, and an appropriate Change Order shall be issued before commencement of the substitute Subcontractor's Work. However, no increase in the Contract Sum or Contract Time shall be allowed for such change unless the Contractor has acted promptly and responsively in submitting names as required. § 5.2.4 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. rel eD ed 'The American n Institute of Architects," American Institute of Architects,""AIA,"the AIA Logo, and "AIA Contract Documents" are registered trademark Init. —2017. , 1970 1976, 1987, 1997 2007 and 2017. All rights s of 21 The American Institute of Architects. This document was produced at 12:58:39 ET on 02/09/2023 under Order No.4104236664 which expires on 10104/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1462981493) When the Owner accepts the assignment of a subcontract agreement, the Owner assumes the Contractor's rights and obligations under the subcontract. § 5.4.2 Upon such assignment, if the Work has been suspended for more than 30 days, the Subcontractor's compensation shall be equitably adjusted for increases in cost resulting from the suspension. § 5.4.3 Upon assignment to the Owner under this Section 5.4, the Owner may further assign the subcontract to a successor contractor or other entity. If the Owner assigns the subcontract to a successor contractor or other entity, the Owner shall nevertheless remain legally responsible for all of the successor contractor's obligations under the subcontract. ARTICLE 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS § 6.1 Owner's Right to Perform Construction and to Award Separate Contracts § 6.1.1 The term "Separate Contractor(s)" shall mean other contractors retained by the Owner under separate agreements. The Owner reserves the right to perform construction or operations related to the Project with the Owner's own forces, and with Separate Contractors retained under Conditions of the Contract substantially similar to those of this Contract, including those provisions of the Conditions of the Contract related to insurance and waiver of subrogation. § 6.1.2 When separate contracts are awarded for different portions of the Project or other construction or operations on the site, the term "Contractor" in the Contract Documents in each case shall mean the Contractor who executes each separate Owner -Contractor Agreement. § 6.1.3 The Owner shall provide for coordination of the activities of the Owner's own forces and of each Separate Contractor with the Work of the Contractor, who shall cooperate with them. The Contractor shall participate with any Separate Contractors and the Owner in reviewing their construction schedules. The Contractor shall make any revisions to its construction schedule deemed necessary after a joint review and mutual agreement. The construction schedules shall then constitute the schedules to be used by the Contractor, Separate Contractors, and the Owner until subsequently revised. § 6.1.4 Unless otherwise provided in the Contract Documents, when the Owner performs construction or operations related to the Project with the Owner's own forces or with Separate Contractors, the Owner or its Separate Contractors shall have the same obligations and rights that the Contractor has under the Conditions of the Contract, including, without excluding others, those stated in Article 3, this Article 6, and Articles 10, 11, and 12. § 6.2 Mutual Responsibility § 6.2.1 The Contractor shall afford the Owner and Separate Contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activities, and shall connect and coordinate the Contractor's construction and operations with theirs as required by the Contract Documents. § 6.2.2 If part of the Contractor's Work depends for proper execution or results upon construction or operations by the Owner or a Separate Contractor, the Contractor shall, prior to proceeding with that portion of the Work, promptly notify the Architect of apparent discrepancies or defects in the construction or operations by the Owner or Separate Contractor that would render it unsuitable for proper execution and results of the Contractor's Work. Failure of the Contractor to notify the Architect of apparent discrepancies or defects prior to proceeding with the Work shall constitute an acknowledgment that the Owner's or Separate Contractor's completed or partially completed construction is fit and proper to receive the Contractor's Work. The Contractor shall not be responsible for discrepancies or defects in the construction or operations by the Owner or Separate Contractor that are not apparent. § 6.2.3 The Contractor shall reimburse the Owner for costs the Owner incurs that are payable to a Separate Contractor because of the Contractor's delays, improperly timed activities or defective construction. The Owner shall be responsible to the Contractor for costs the Contractor incurs because of a Separate Contractor's delays, improperly timed activities, damage to the Work or defective construction. § 6.2.4 The Contractor shall promptly remedy damage that the Contractor wrongfully causes to completed or partially completed construction or to property of the Owner or Separate Contractor as provided in Section 10.2.5. Document 911, 1915, 1918 1925, 1937 1951, 1958, 1961, 1963 9966, 1970, 1976, 1987, 1997 2007 andg2017. All rights reserved. errved 'The American Institute of Architects," Init. _ fights "American Institute of Architects," 'AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of 22 The American Institute of Architects. This document was produced at 12:58:39 ET on 02/09/2023 under Order No.4104236664 which expires on 10/04/2023, is not I for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1462981493) § 6.2.5 The Owner and each Separate Contractor shall have the same responsibilities for cutting and patching as are described for the Contractor in Section 3.14. § 6.3 Owner's Right to Clean Up If a dispute arises among the Contractor, Separate Contractors, and the Owner as to the responsibility under their respective contracts for maintaining the premises and surrounding area free from waste materials and rubbish, the Owner may clean up and the Architect will allocate the cost among those responsible. ARTICLE 7 CHANGES IN THE WORK § 7.1 General § 7.1.1 Changes in the Work may be accomplished after execution of the Contract, and without invalidating the Contract, by Change Order, Construction Change Directive or order for a minor change in the Work, subject to the limitations stated in this Article 7 and elsewhere in the Contract Documents. § 7.1.2 A Change Order shall be based upon agreement among the Owner, Contractor, and Architect. A Construction Change Directive requires agreement by the Owner and Architect and may or may not be agreed to by the Contractor. An order for a minor change in the Work may be issued by the Architect alone. § 7.1.3 Changes in the Work shall be performed under applicable provisions of the Contract Documents. The Contractor shall proceed promptly with changes in the Work, unless otherwise provided in the Change Order, Construction Change Directive, or order for a minor change in the Work. § 7.2 Change Orders § 7.2.1 A Change Order is a written instrument prepared by the Architect and signed by the Owner, Contractor, and Architect stating their agreement upon all of the following: .1 The change in the Work; .2 The amount of the adjustment, if any, in the Contract Sum; and .3 The extent of the adjustment, if any, in the Contract Time. § 7.3 Construction Change Directives § 7.3.1 A Construction Change Directive is a written order prepared by the Architect and signed by the Owner and Architect, directing a change in the Work prior to agreement on adjustment, if any, in the Contract Sum or Contract Time, or both. The Owner may by Construction Change Directive, without invalidating the Contract, order changes in the Work within the general scope of the Contract consisting of additions, deletions, or other revisions, the Contract Sum and Contract Time being adjusted accordingly. § 7.3.2 A Construction Change Directive shall be used in the absence of total agreement on the terms of a Change Order. § 7.3.3 If the Construction Change Directive provides for an adjustment to the Contract Sum, the adjustment shall be based on one of the following methods: .1 Mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation; .2 Unit prices stated in the Contract Documents or subsequently agreed upon; .3 Cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee; or .4 As provided in Section 7.3.4. § 7.3.4 If the Contractor does not respond promptly or disagrees with the method for adjustment in the Contract Sum, the Architect shall determine the adjustment on the basis of reasonable expenditures and savings of those performing the Work attributable to the change, including, in case of an increase in the Contract Sum, an amount for overhead and profit as set forth in the Agreement, or if no such amount is set forth in the Agreement, a reasonable amount. In such case, and also under Section 7.3.3.3, the Contractor shall keep and present, in such form as the Architect may prescribe, an itemized accounting together with appropriate supporting data. Unless otherwise provided in the Contract Documents, costs for the purposes of this Section 7.3.4 shall be limited to the following: Init. AIA Document A201 — 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. 'The American Institute of Architects," "American Institute of Architects,"'AIA," the AIA Logo, and "AIA Contract Documents' are registered trademarks of 23 The American Institute of Architects. This document was produced at 12:58:39 ET on 02/09/2023 under Order No.4104236664 which expires on 10/0412023, is not 1 for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1462981493) .1 Costs of labor, including applicable payroll taxes, fringe benefits required by agreement or custom, workers' compensation insurance, and other employee costs approved by the Architect; .2 Costs of materials, supplies, and equipment, including cost of transportation, whether incorporated or consumed; .3 Rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Contractor or others; .4 Costs of premiums for all bonds and insurance, permit fees, and sales, use, or similar taxes, directly related to the change; and .5 Costs of supervision and field office personnel directly attributable to the change. § 7.3.5 If the Contractor disagrees with the adjustment in the Contract Time, the Contractor may make a Claim in accordance with applicable provisions of Article 15. § 7.3.6 Upon receipt of a Construction Change Directive, the Contractor shall promptly proceed with the change in the Work involved and advise the Architect of the Contractor's agreement or disagreement with the method, if any, provided in the Construction Change Directive for determining the proposed adjustment in the Contract Sum or Contract Time. § 7.3.7 A Construction Change Directive signed by the Contractor indicates the Contractor's agreement therewith, including adjustment in Contract Sum and Contract Time or the method for determining them. Such agreement shall be effective immediately and shall be recorded as a Change Order. § 7.3.8 The amount of credit to be allowed by the Contractor to the Owner for a deletion or change that results in a net decrease in the Contract Sum shall be actual net cost as confirmed by the Architect. When both additions and credits covering related Work or substitutions are involved in a change, the allowance for overhead and profit shall be figured on the basis of net increase, if any, with respect to that change. § 7.3.9 Pending final determination of the total cost of a Construction Change Directive to the Owner, the Contractor may request payment for Work completed under the Construction Change Directive in Applications for Payment. The Architect will make an interim determination for purposes of monthly certification for payment for those costs and certify for payment the amount that the Architect determines, in the Architect's professional judgment, to be reasonably justified. The Architect's interim determination of cost shall adjust the Contract Sum on the same basis as a Change Order, subject to the right of either party to disagree and assert a Claim in accordance with Article 15. § 7.3.10 When the Owner and Contractor agree with a determination made by the Architect concerning the adjustments in the Contract Sum and Contract Time, or otherwise reach agreement upon the adjustments, such agreement shall be effective immediately and the Architect will prepare a Change Order. Change Orders may be issued for all or any part of a Construction Change Directive. § 7.4 Minor Changes in the Work The Architect may order minor changes in the Work that are consistent with the intent of the Contract Documents and do not involve an adjustment in the Contract Sum or an extension of the Contract Time. The Architect's order for minor changes shall be in writing. If the Contractor believes that the proposed minor change in the Work will affect the Contract Sum or Contract Time, the Contractor shall notify the Architect and shall not proceed to implement the change in the Work. If the Contractor performs the Work set forth in the Architect's order for a minor change without prior notice to the Architect that such change will affect the Contract Sum or Contract Time, the Contractor waives any adjustment to the Contract Sum or extension of the Contract Time. ARTICLE 8 TIME § 8.1 Definitions § 8.1.1 Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, allotted in the Contract Documents for Substantial Completion of the Work. § 8.1.2 The date of commencement of the Work is the date established in the Agreement. § 8.1.3 The date of Substantial Completion is the date certified by the Architect in accordance with Section 9.8 Init. AIA Document A201 —2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of 24 The American Institute of Architects. This document was produced at 12:58:39 ET on 02/09/2023 under Order No.4104236664 which expires on 10/0412023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1462981493) § 8.1.4 The term "day" as used in the Contract Documents shall mean calendar day unless otherwise specifically defined. § 8.2 Progress and Completion § 8.2.1 Time limits stated in the Contract Documents are of the essence of the Contract. By executing the Agreement, the Contractor confirms that the Contract Time is a reasonable period for performing the Work. § 8.2.2 The Contractor shall not knowingly, except by agreement or instruction of the Owner in writing, commence the Work prior to the effective date of insurance required to be furnished by the Contractor and Owner. § 8.2.3 The Contractor shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within the Contract Time. § 8.3 Delays and Extensions of Time § 8.3.1 If the Contractor is delayed at any time in the commencement or progress of the Work by (1) an act or neglect of the Owner or Architect, of an employee of either, or of a Separate Contractor; (2) by changes ordered in the Work; (3) by labor disputes, fire, unusual delay in deliveries, unavoidable casualties, adverse weather conditions documented in accordance with Section 15.1.6.2, or other causes beyond the Contractor's control; (4) by delay authorized by the Owner pending mediation and binding dispute resolution; or (5) by other causes that the Contractor asserts, and the Architect determines, justify delay, then the Contract Time shall be extended for such reasonable time as the Architect may determine. § 8.3.2 Claims relating to time shall be made in accordance with applicable provisions of Article 15. § 8.3.3 This Section 8.3 does not preclude recovery of damages for delay by either party under other provisions of the Contract Documents. ARTICLE 9 PAYMENTS AND COMPLETION § 9.1 Contract Sum § 9.1.1 The Contract Sum is stated in the Agreement and, including authorized adjustments, is the total amount payable by the Owner to the Contractor for performance of the Work under the Contract Documents. § 9.1.2 If unit prices are stated in the Contract Documents or subsequently agreed upon, and if quantities originally contemplated are materially changed so that application of such unit prices to the actual quantities causes substantial inequity to the Owner or Contractor, the applicable unit prices shall be equitably adjusted. § 9.2 Schedule of Values Where the Contract is based on a stipulated sum or Guaranteed Maximum Price, the Contractor shall submit a schedule of values to the Architect before the first Application for Payment, allocating the entire Contract Sum to the various portions of the Work. The schedule of values shall be prepared in the form, and supported by the data to substantiate its accuracy, required by the Architect. This schedule, unless objected to by the Architect, shall be used as a basis for reviewing the Contractor's Applications for Payment. Any changes to the schedule of values shall be submitted to the Architect and supported by such data to substantiate its accuracy as the Architect may require, and unless objected to by the Architect, shall be used as a basis for reviewing the Contractor's subsequent Applications for Payment. § 9.3 Applications for Payment § 9.3.1 At least ten days before the date established for each progress payment, the Contractor shall submit to the Architect an itemized Application for Payment prepared in accordance with the schedule of values, if required under Section 9.2, for completed portions of the Work. The application shall be notarized, if required, and supported by all data substantiating the Contractor's right to payment that the Owner or Architect require, such as copies of requisitions, and releases and waivers of liens from Subcontractors and suppliers, and shall reflect retainage if provided for in the Contract Documents. § 9.3.1.1 As provided in Section 7.3.9, such applications may include requests for payment on account of changes in the Work that have been properly authorized by Construction Change Directives, or by interim determinations of the Architect, but not yetincluded in Change Orders. Init. AIA Document A201 — 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of 25 The American Institute of Architects. This document was produced at 12:58:39 ET on 02/09/2023 under Order No.4104236664 which expires on 10/04/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1462981493) § 9.3.1.2 Applications for Payment shall not include requests for payment for portions of the Work for which the Contractor does not intend to pay a Subcontractor or supplier, unless such Work has been performed by others whom the Contractor intends to pay. § 9.3.2 Unless otherwise provided in the Contract Documents, payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner, payment may similarly be made for materials and equipment suitably stored off the site at a location agreed upon in writing. Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by the Contractor with procedures satisfactory to the Owner to establish the Owner's title to such materials and equipment or otherwise protect the Owner's interest, and shall include the costs of applicable insurance, storage, and transportation to the site, for such materials and equipment stored off the site. § 9.3.3 The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no later than the time of payment. The Contractor further warrants that upon submittal of an Application for Payment all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall, to the best of the Contractor's knowledge, information, and belief, be free and clear of liens, claims, security interests, or encumbrances, in favor of the Contractor, Subcontractors, suppliers, or other persons or entities that provided labor, materials, and equipment relating to the Work. § 9.4 Certificates for Payment § 9.4.1 The Architect will, within seven days after receipt of the Contractor's Application for Payment, either (1) issue to the Owner a Certificate for Payment in the full amount of the Application for Payment, with a copy to the Contractor; or (2) issue to the Owner a Certificate for Payment for such amount as the Architect determines is properly due, and notify the Contractor and Owner of the Architect's reasons for withholding certification in part as provided in Section 9.5.1; or (3) withhold certification of the eniire Application for Payment, and notify the Contractor and Owner of the Architect's reason for withholding certification in whole as provided in Section 9.5.1. § 9.4.2 The issuance of a Certificate for Payment will constitute a representation by the Architect to the Owner, based on the Architect's evaluation of the Work and the data in the Application for Payment, that, to the best of the Architect's knowledge, information, and belief, the Work has progressed to the point indicated, the quality of the Work is in accordance with the Contract Documents, and that the Contractor is entitled to payment in the amount certified. The foregoing representations are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to results of subsequent tests and inspections, to correction of minor deviations from the Contract Documents prior to completion, and to specific qualifications expressed by the Architect. However, the issuance of a Certificate for Payment will not be a representation that the Architect has (1) made exhaustive or continuous on -site inspections to check the quality or quantity of the Work; (2) reviewed construction means, methods, techniques, sequences, or procedures; (3) reviewed copies of requisitions received from Subcontractors and suppliers and other data requested by the Owner to substantiate the Contractor's right to payment; or (4) made examination to ascertain how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. § 9.5 Decisions to Withhold Certification § 9.5.1 The Architect may withhold a Certificate for Payment in whole or in part, to the extent reasonably necessary to protect the Owner, if in the Architect's opinion the representations to the Owner required by Section 9.4.2 cannot be made. If the Architect is unable to certify payment in the amount of the Application, the Architect will notify the Contractor and Owner as provided in Section 9.4.1. If the Contractor and Architect cannot agree on a revised amount, the Architect will promptly issue a Certificate for Payment for the amount for which the Architect is able to make such representations to the Owner. The Architect may also withhold a Certificate for Payment or, because of subsequently discovered evidence, may nullify the whole or a part of a Certificate for Payment previously issued, to such extent as may be necessary in the Architect's opinion to protect the Owner from loss for which the Contractor is responsible, including loss resulting from acts and omissions described in Section 3.3.2, because of .1 defective Work not remedied; .2 third party claims filed or reasonable evidence indicating probable filing of such claims, unless security acceptable to the Owner is provided by the Contractor; .3 failure of the Contractor to make payments properly to Subcontractors or suppliers for labor, materials or equipment; Init. AIA Document A201 — 2017. Copyright @ 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. 'The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of 26 The American Institute of Architects. This document was produced at 12:58:39 ET on 02/09/2023 under Order No.4104236664 which expires on 10/04/2023, is not / for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1462981493) .4 reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; .5 damage to the Owner or a Separate Contractor; .6 reasonable evidence that the Work will not be completed within the Contract Time, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; or .7 repeated failure to carry out the Work in accordance with the Contract Documents. § 9.5.2 When either party disputes the Architect's decision regarding a Certificate for Payment under Section 9.5.1, in whole or in part, that party may submit a Claim in accordance with Article 15. § 9.5.3 When the reasons for withholding certification are removed, certification will be made for amounts previously withheld. § 9.5.4 If the Architect withholds certification for payment under Section 9.5.1.3, the Owner may, at its sole option, issue joint checks to the Contractor and to any Subcontractor or supplier to whom the Contractor failed to make payment for Work properly performed or material or equipment suitably delivered. If the Owner makes payments by joint check, the Owner shall notify the Architect and the Contractor shall reflect such payment on its next Application for Payment. § 9.6 Progress Payments § 9.6.1 After the Architect has issued a Certificate for Payment, the Owner shall make payment in the manner and within the time provided in the Contract Documents, and shall so notify the Architect. § 9.6.2 The Contractor shall pay each Subcontractor, no later than seven days after receipt of payment from the Owner, the amount to which the Subcontractor is entitled, reflecting percentages actually retained from payments to the Contractor on account of the Subcontractor's portion of the Work. The Contractor shall, by appropriate agreement with each Subcontractor, require each Subcontractor to make payments to Sub -subcontractors in a similar manner. § 9.6.3 The Architect will, on request, furnish to a Subcontractor, if practicable, information regarding percentages of completion or amounts applied for by the Contractor and action taken thereon by the Architect and Owner on account of portions of the Work done by such Subcontractor. § 9.6.4 The Owner has the right to request written evidence from the Contractor that the Contractor has properly paid Subcontractors and suppliers amounts paid by the Owner to the Contractor for subcontracted Work. If the Contractor fails to furnish such evidence within seven days, the Owner shall have the right to contact Subcontractors and suppliers to ascertain whether they have been properly paid. Neither the Owner nor Architect shall have an obligation to pay, or to see to the payment of money to, a Subcontractor or supplier, except as may otherwise be required by law. § 9.6.5 The Contractor's payments to suppliers shall be treated in a manner similar to that provided in Sections 9.6.2, 9.6.3 and 9.6.4. § 9.6.6 A Certificate for Payment, a progress payment, or partial or entire use or occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the Contract Documents. § 9.6.7 Unless the Contractor provides the Owner with a payment bond in the full penal sum of the Contract Sum, payments received by the Contractor for Work properly performed by Subcontractors or provided by suppliers shall be held by the Contractor for those Subcontractors or suppliers who performed Work or furnished materials, or both, under contract with the Contractor for which payment was made by the Owner. Nothing contained herein shall require money to be placed in a separate account and not commingled with money of the Contractor, create any fiduciary liability or tort liability on the part of the Contractor for breach of trust, or entitle any person or entity to an award of punitive damages against the Contractor for breach of the requirements of this provision. § 9.6.8 Provided the Owner has fulfilled its payment obligations under the Contract Documents, the Contractor shall defend and indemnify the Owner from all loss, liability, damage or expense, including reasonable attorney's fees and litigation expenses, arising out of any lien claim or other claim for payment by any Subcontractor or supplier of any tier. Upon receipt of notice of a lien claim or other claim for payment, the Owner shall notify the Contractor. If approved by the applicable court, when required, the Contractor may substitute a surety bond for the property against which the lien or other claim for payment has been asserted. Init. AIA Document A201 2017. Copyright @ 1911, 1915, 1918, 1925, 1937, 1951 1958, 1961, 1963 9966, 1970, 1976, 1987, 19 97, 2007 and 2017. All rights reserved. The American Institute of Architects," "American Institute of Architects,' 'AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of 27 The American Institute of Architects. This document was produced at 12:58:39 ET on 02/09/2023 under Order No.4104236664 which expires on 10/04/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1462981493) § 9.7 Failure of Payment If the Architect does not issue a Certificate for Payment, through no fault of the Contractor, within seven days after receipt of the Contractor's Application for Payment, or if the Owner does not pay the Contractor within seven days after the date established in the Contract Documents, the amount certified by the Architect or awarded by binding dispute resolution, then the Contractor may, upon seven additional days' notice to the Owner and Architect, stop the Work until payment of the amount owing has been received. The Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Contractor's reasonable costs of shutdown, delay and start-up, plus interest as provided for in the Contract Documents. § 9.8 Substantial Completion § 9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work for its intended use. § 9.8.2 When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept separately, is substantially complete, the Contractor shall prepare and submit to the Architect a comprehensive list of items to be completed or corrected prior to final payment. Failure to include an item on such list does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents. § 9.8.3 Upon receipt of the Contractor's list, the Architect will make an inspection to determine whether the Work or designated portion thereof is substantially complete. If the Architect's inspection discloses any item, whether or not included on the Contractor's list, which is not sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended use, the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct such item upon notification by the Architect. In such case, the Contractor shall then submit a request for another inspection by the Architect to determine Substantial Completion. § 9.8.4 When the Work or designated portion thereof is substantially complete, the Architect will prepare a Certificate of Substantial Completion that shall establish the date of Substantial Completion; establish responsibilities of the Owner and Contractor for security, maintenance, heat, utilities, damage to the Work and insurance; and fix the time within which the Contractor shall finish all items on the list accompanying the Certificate. Warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion. § 9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written acceptance of responsibilities assigned to them in the Certificate. Upon such acceptance, and consent of surety if any, the Owner shall make payment of retainage applying to the Work or designated portion thereof. Such payment shall be adjusted for Work that is incomplete or not in accordance with the requirements of the Contract Documents. § 9.9 Partial Occupancy or Use § 9.9.1 The Owner may occupy or use any completed or partially completed portion of the Work at any stage when such portion is designated by separate agreement with the Contractor, provided such occupancy or use is consented to by the insurer and authorized by public authorities having jurisdiction over the Project. Such partial occupancy or use may commence whether or not the portion is substantially complete, provided the Owner and Contractor have accepted in writing the responsibilities assigned to each of them for payments, retainage, if any, security, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in writing concerning the period for correction of the Work and commencement of warranties required by the Contract Documents. When the Contractor considers a portion substantially complete, the Contractor shall prepare and submit a list to the Architect as provided under Section 9.8.2. Consent of the Contractor to partial occupancy or use shall not be unreasonably withheld. The stage of the progress of the Work shall be determined by written agreement between the Owner and Contractor or, if no agreement is reached, by decision of the Architect. § 9.9.2 Immediately prior to such partial occupancy or use, the Owner, Contractor, and Architect shall jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. Init. AIA Document A201 — 2017. Copyright @ 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. 'The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of 28 The American Institute of Architects. This document was produced at 12:58:39 ET on 02/09/2023 under Order No.4104236664 which expires on 10/04/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1462981493) § 9.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shall not constitute acceptance of Work not complying with the requirements of the Contract Documents. § 9.10 Final Completion and Final Payment § 9.10.1 Upon receipt of the Contractor's notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect will promptly make such inspection. When the Architect finds the Work acceptable under the Contract Documents and the Contract fully performed, the Architect will promptly issue a final Certificate for Payment stating that to the best of the Architect's knowledge, information and belief, and on the basis of the Architect's on -site visits and inspections, the Work has been completed in accordance with the Contract Documents and that the entire balance found to be due the Contractor and noted in the final Certificate is due and payable. The Architect's final Certificate for Payment will constitute a further representation that conditions listed in Section 9.10.2 as precedent to the Contractor's being entitled to final payment have been fulfilled. § 9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to the Architect (1) an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the Work for which the Owner or the Owner's property might be responsible or encumbered (less amounts withheld by Owner) have been paid or otherwise satisfied, (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect, (3) a written statement that the Contractor knows of no reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4) consent of surety, if any, to final payment, (5) documentation of any special warranties, such as manufacturers' warranties or specific Subcontractor warranties, and (6) if required by the Owner, other data establishing payment or satisfaction of obligations, such as receipts and releases and waivers of liens, claims, security interests, or encumbrances arising out of the Contract, to the extent and in such form as may be designated by the Owner. If a Subcontractor refuses to furnish a release or waiver required by the Owner, the Contractor may furnish a bond satisfactory to the Owner to indemnify the Owner against such lien, claim, security interest, or encumbrance. If a lien, claim, security interest, or encumbrance remains unsatisfied after payments are made, the Contractor shall refund to the Owner all money that the Owner may be compelled to pay in discharging the lien, claim, security interest, or encumbrance, including all costs and reasonable attorneys' fees. § 9.10.3 If, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault of the Contractor or by issuance of Change Orders affecting. final completion, and the Architect so confirms, the Owner shall, upon application by the Contractor and certification by the Architect, and without terminating the Contract, make payment of the balance due for that portion of the Work fully completed, corrected, and accepted. If the remaining balance for Work not fully completed or corrected is less than retainage stipulated in the Contract Documents, and if bonds have been furnished, the written consent of the surety to payment of the balance due for that portion of the Work fully completed and accepted shall be submitted by the Contractor to the Architect prior to certification of such payment. Such payment shall be made under terms and conditions governing final payment, except that it shall not constitute a waiver of Claims. § 9.10.4 The making of final payment shall constitute a waiver of Claims by the Owner except those arising from .1 liens, Claims, security interests, or encumbrances arising out of the Contract and unsettled; .2 failure of the Work to comply with the requirements of the Contract Documents; .3 terms of special warranties required by the Contract Documents; or .4 audits performed by the Owner, if permitted by the Contract Documents, after final payment. § 9.10.5 Acceptance of final payment by the Contractor, a Subcontractor, or a supplier, shall constitute a waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled at the time of final Application for Payment. ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY § 10.1 Safety Precautions and Programs The Contractor shall be responsible for initiating, maintaining, and supervising all safety precautions and programs in connection with the performance of the Contract. § 10.2 Safety of Persons and Property § 10.2.1 The Contractor shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury, or loss to 17. All rights Init. fight@ 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961 1963 1966, 1970, 1976, 1987, 1997 2007 and re registered trademarks el eD ed. The American n Institute o —2017. PY� Architects," American Institute of Architects," "AIA,' the AIA Logo, and "AIA Contract Documents' a of 29 The American Institute of Architects. This document was produced at 12:58:39 ET on 02/09/2023 under Order No.4104236664 which expires on 10/04/2023, is not I for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1462981493) .1 employees on the Work and other persons who may be affected thereby; .2 the Work and materials and equipment to be incorporated therein, whether in storage on or off the site, under care, custody, or control of the Contractor, a Subcontractor, or a Sub -subcontractor; and .3 other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, structures, and utilities not designated for removal, relocation, or replacement in the course of construction. § 10.2.2 The Contractor shall comply with, and give notices required by applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities, bearing on safety of persons or property or their protection from damage, injury, or loss. § 10.2.3 The Contractor shall implement, erect, and maintain, as required by existing conditions and performance of the Contract, reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards; promulgating safety regulations; and notifying the owners and users of adjacent sites and utilities of the safeguards. § 10.2.4 When use or storage of explosives or other hazardous materials or equipment, or unusual methods are necessary for execution of the Work, the Contractor shall exercise utmost care and carry on such activities under supervision of properly qualified personnel. § 10.2.5 The Contractor shall promptly remedy damage and loss (other than damage or loss insured under property insurance required by the Contract Documents) to property referred to in Sections 10.2.1.2 and 10.2.1.3 caused in whole or in part by the Contractor, a Subcontractor, a Sub -subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Contractor is responsible under Sections 10.2.1.2 and 10.2.1.3. The Contractor may make a Claim for the cost to remedy the damage or loss to the extent such damage or loss is attributable to acts or omissions of the Owner or Architect or anyone directly or indirectly employed by either of them, or by anyone for whose acts either of them may be liable, and not attributable to the fault or negligence of the Contractor. The foregoing obligations of the Contractor are in addition to the Contractor's obligations under Section 3.IS. § 10.2.6 The Contractor shall designate a responsible member of the Contractor's organization at the site whose duty shall be the prevention of accidents. This person shall be the Contractor's superintendent unless otherwise designated by the Contractor in writing to the Owner and Architect. § 10.2.7 The Contractor shall not permit any part of the construction or site to be loaded so as to cause damage or create an unsafe condition. § 10.2.8 Injury or Damage to Person or Property If either party suffers injury or damage to person or property because of an act or omission of the other party, or of others for whose acts such party is legally responsible, notice of the injury or damage, whether or not insured, shall be given to the other party within a reasonable time not exceeding 21 days after discovery. The notice shall provide sufficient detail to enable the other party to investigate the matter. § 10.3 Hazardous Materials and Substances § 10.3.1 The Contractor is responsible for compliance with any requirements included in the Contract Documents regarding hazardous materials or substances. If the Contractor encounters a hazardous material or substance not addressed in the Contract Documents and if reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB), encountered on the site by the Contractor, the Contractor shall, upon recognizing the condition, immediately stop Work in the affected area and notify the Owner and Architect of the condition. § 10.3.2 Upon receipt of the Contractor's notice, the Owner shall obtain the services of a licensed laboratory to verify the presence or absence of the material or substance reported by the Contractor and, in the event such material or substance is found to be present, to cause it to be rendered harmless. Unless otherwise required by the Contract Documents, the Owner shall furnish in writing to the Contractor and Architect the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of the material or substance or who are to perform the task of removal or safe containment of the material or substance. The Contractor and the Architect will Init. AIA Document A201 — 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of 30 The American Institute of Architects. This document was produced at 12:58:39 ET on 02/09/2023 under Order No.4104236664 which expires on 10/04/2023, is not 1 for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1462981493) promptly reply to the Owner in writing stating whether or not either has reasonable objection to the persons or entities proposed by the Owner. If either the Contractor or Architect has an objection to a person or entity proposed by the Owner, the Owner shall propose another to whom the Contractor and the Architect have no reasonable objection. When the material or substance has been rendered harmless, Work in the affected area shall resume upon written agreement of the Owner and Contractor. By Change Order, the Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Contractor's reasonable additional costs of shutdown, delay, and start-up. § 10.3.3 To the fullest extent permitted by law, the Owner shall indemnify and hold harmless the Contractor, Subcontractors, Architect, Architect's consultants, and agents and employees of any of them from and against claims, damages, losses, and expenses, including but not limited to attorneys' fees, arising out of or resulting from performance of the Work in the affected area if in fact the material or substance presents the risk of bodily injury or death as described in Section 10.3.1 and has not been rendered harmless, provided that such claim, damage, loss, or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself), except to the extent that such damage, loss, or expense is due to the fault or negligence of the parry seeking indemnity. § 10.3.4 The Owner shall not be responsible under this Section 10.3 for hazardous materials or substances the Contractor brings to the site unless such materials or substances are required by the Contract Documents. The Owner shall be responsible for hazardous materials or substances required by the Contract Documents, except to the extent of the Contractor's fault or negligence in the use and handling of such materials or substances. § 10.3.5 The Contractor shall reimburse the Owner for the cost and expense the Owner incurs (1) for remediation of hazardous materials or substances the Contractor brings to the site and negligently handles, or (2) where the Contractor fails to perform its obligations under Section 10.3.1, except to the extent that the cost and expense are due to the Owner's fault or negligence. § 10.3.6 If, without negligence on the part of the Contractor, the Contractor is held liable by a government agency for the cost of remediation of a hazardous material or substance solely by reason of performing Work as required by the Contract Documents, the Owner shall reimburse the Contractor for all cost and expense thereby incurred. § 10.4 Emergencies In an emergency affecting safety of persons or property, the Contractor shall act, at the Contractor's discretion, to prevent threatened damage, injury, or loss. Additional compensation or extension of time claimed by the Contractor on account of an emergency shall be determined as provided in Article 15 and Article 7. ARTICLE 11 INSURANCE AND BONDS § 11.1 Contractor's Insurance and Bonds § 11.1.1 The Contractor shall purchase and maintain insurance of the types and limits of liability, containing the endorsements, and subject to the terms and conditions, as described in the Agreement or elsewhere in the Contract Documents. The Contractor shall purchase and maintain the required insurance from an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located. The Owner, Architect, and Architect's consultants shall be named as additional insureds under the Contractor's commercial general liability policy or as otherwise described in the Contract Documents. § 11.1.2 The Contractor shall provide surety bonds of the types, for such penal sums, and subject to such terms and conditions as required by the Contract Documents. The Contractor shall purchase and maintain the required bonds from a company or companies lawfully authorized to issue surety bonds in the jurisdiction where the Project is located. § 11.1.3 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising under the Contract, the Contractor shall promptly furnish a copy of the bonds or shall authorize a copy to be furnished. § 11.1.4 Notice of Cancellation or Expiration of Contractor's Required Insurance. Within three (3) business days of the date the Contractor becomes aware of an impending or actual cancellation or expiration of any insurance required by the Contract Documents, the Contractor shall provide notice to the Owner of such impending or actual cancellation or expiration. Upon receipt of notice from the Contractor, the Owner shall, unless the lapse in coverage arises from an act Institute of Architects," 1961, 1963, 1966, 1970 1976, 1987, 1997, 2007 and 2017. Init. AIA Document A201 2017.-Copyright ©1911 1915 1918 1925, 1937, 1951 1958 All rights reserved. "The American Institute of Architects,""American A, the AIA Logo, and "AIA Contract Documents" are registered trademarks of 31 The American Institute of Architects. This document was produced at 12:58:39 ET on 02/09/2023 under Order No.4104236664 which expires on 10/04/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1462981493) or omission of the Owner, have the right to stop the Work until the lapse in coverage has been cured by the procurement of replacement coverage by the Contractor. The furnishing of notice by the Contractor shall not relieve the Contractor of any contractual obligation to provide any required coverage. § 11.2 Owner's Insurance § 11.2.1 The Owner shall purchase and maintain insurance of the types and limits of liability, containing the endorsements, and subject to the terms and conditions, as described in the Agreement or elsewhere in the Contract Documents. The Owner shall purchase and maintain the required insurance from an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located. § 11.2.2 Failure to Purchase Required Property Insurance. If the Owner fails to purchase and maintain the required property insurance, with all of the coverages and in the amounts described in the Agreement or elsewhere in the Contract Documents, the Owner shall inform the Contractor in writing prior to commencement of the Work. Upon receipt of notice from the Owner, the Contractor may delay commencement of the Work and may obtain insurance that will protect the interests of the Contractor, Subcontractors, and Sub -Subcontractors in the Work. When the failure to provide coverage has been cured or resolved, the Contract Sum and Contract Time shall be equitably adjusted. In the event the Owner fails to procure coverage, the Owner waives all rights against the Contractor, Subcontractors, and Sub -subcontractors to the extent the loss to the Owner would have been covered by the insurance to have been procured by the Owner. The cost of the insurance shall be charged to the Owner by a Change Order. If the Owner does not provide written notice, and the Contractor is damaged by the failure or neglect of the Owner to purchase or maintain the required insurance, the Owner shall reimburse the Contractor for all reasonable costs and damages attributable thereto. § 11.2.3 Notice of Cancellation or Expiration of Owner's Required Property Insurance. Within three (3) business days of the date the Owner becomes aware of an impending or actual cancellation or expiration of any property insurance required by the Contract Documents, the Owner shall provide notice to the Contractor of such impending or actual cancellation or expiration. Unless the lapse in coverage arises from an act or omission of the Contractor: (1) the Contractor, upon receipt of notice from the Owner, shall have the right to stop the Work until the lapse in coverage has been cured by the procurement of replacement coverage by either the Owner or the Contractor; (2) the Contract Time and Contract Sum shall be equitably adjusted; and (3) the Owner waives all rights against the Contractor, Subcontractors, and Sub -subcontractors to the extent any loss to the Owner would have been covered by the insurance had it not expired or been cancelled. If the Contractor purchases replacement coverage, the cost of the insurance shall be charged to the Owner by an appropriate Change Order. The furnishing of notice by the Owner shall not relieve the Owner of any contractual obligation to provide required insurance. § 11.3 Waivers of Subrogation § 11.3.1 The Owner and Contractor waive all rights against (1) each other and any of their subcontractors, sub -subcontractors, agents, and employees, each of the other; (2) the Architect and Architect's consultants; and (3) Separate Contractors, if any, and any of their subcontractors, sub -subcontractors, agents, and employees, for damages caused by fire, or other causes of loss, to the extent those losses are covered by property insurance required by the Agreement or other property insurance applicable to the Project, except such rights as they have to proceeds of such insurance. The Owner or Contractor, as appropriate, shall require similar written waivers in favor of the individuals and entities identified above from the Architect, Architect's consultants, Separate Contractors, subcontractors, and sub -subcontractors. The policies of insurance purchased and maintained by each person or entity agreeing to waive claims pursuant to this section 11.3.1 shall not prohibit this waiver of subrogation. This waiver of subrogation shall be effective as to a person or entity (1) even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise, (2) even though that person or entity did not pay the insurance premium directly or indirectly, or (3) whether or not the person or entity had an insurable interest in the damaged property. § 11.3.2 If during the Project construction period the Owner insures properties, real or personal or both, at or adjacent to the site by property insurance under policies separate from those insuring the Project, or if after final payment property insurance is to be provided on the completed Project through a policy or policies other than those insuring the Project during the construction period, to the extent permissible by such policies, the Owner waives all rights in accordance with the terms of Section 11.3.1 for damages caused by fire or other causes of loss covered by this separate property insurance. § 11.4 Loss of Use, Business Interruption, and Delay in Completion Insurance reserved. 'The American Institute of Architects," "American Institute of Architects," ....._..... l Init. Document A201 2017. Copyright @ 1911, 1915, 1918, 1925 1937, 1951 1958, 1961, 1963, 1966, 1970 1976, 1987, 1997 2007 and 2017. All rights "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of 32 The American Institute of Architects. This document was produced at 12:58:39 ET on 02/09/2023 under Order No.4104236664 which expires on 10/04/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1462981493) The Owner, at the Owner's option, may purchase and maintain insurance that will. protect the Owner against loss of use of the Owner's property, or the inability to conduct normal operations, due to fire or other causes of loss. The OVVDCr waives all rights of action against the Contractor and Architect for loss of use of the Owner's property, due to fire or other hazards however caused. §11.5 Adjustiment aind Settlerrierit of finsured Loss § 11.51 A. loss insured under the property insurance required by theAgreement 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. Upoti 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 ofthe 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. AIR11101 E 12 UNCOVIEMING AND CORRECTION OF WORK § IM Uincovedng 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 Worlk § 121.1 Before SulbstanUM CorriplIeflon The Conti -actor 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, arid compensation for the Architect's services and expenses made necessary thereby, shall be at the Contractor's expense. § 12.2.2 After Sulbstantliall ComplIefloin § 12.2.2.1 In addition to the Contractor's obligations under Section 3,5, if, within one year after the date of Substantial Completion of the Work or designated portion thereof or after the date for commencement of warranties established under Section 9.9.1, or by terms of any applicable special. warranty required by the Contract Documents, any of the Work. is found to be not in accordance with the requirements of the Contract Documents, the Contractor shall correct it promptly after receipt of notice from the Owner to do so, unless the Owner has previously given the Contractor a written acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition. During the one-year period :for correction of Work,ifthe Owner fails to notify the Contractor and give (tie Contractor an opportunity to make the correction, the Owner waives the rights to require correction by the Contractor and to in. ake a cl.airn for breach ofwarranty. 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. AIA Document A201 —2017. Copyright (g)1911,1915,1918,1925,1937,1951,1958,1961, 1963,1966, '1970,1976,1987,,1997,2007 and 2017. All rights 11M.. reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of 33 The American Institute of Architects. This document was produced at 12:58::39 ET on 02/09/2023 under Order No.4104236664whicii expires on 10104/2023, is riot for resale, is licensed for one -time use only, and may only be used in accordance with the AIA Contract. Documents" Terms of Service. Tb report copyright violations, e-mail docinfo@aiacontracts.corn. User Notes: (1462981493) § 12.22.2 The one-year period f6r correction ofWork shall be extended with respect to portions of Work first performed after Substantial Completion by the period of time between Substantial Completion and the actual completion of that portion of the Work, § 12.2.2.3 The one. -year period for correction. of Work shall not be extended by corrective Work. performed by the Contractor pursuant to this Section 12.2. § 12.23'.Fhe Contractor shall remove from the site portions of the Work that are not in accordance with the requirements of [he Conti -act Documents and are neither corrected by the Contractor ilor accepted by The Owner. § 122.4 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. § 12.15 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 [tie 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 paymentilas been made. AIRT1101 E 13 IIMIISCIELI ANEOUS IPIROVIMONS § 111 Governng Law The Contract shall be governed by the law of the place where the Project is located, excluding that.jurisdicti.off's choice of law rules, If the parties have selected arbitration as the method of binding dispute resolution, the Federal Arbitration Act shall govern. Section 15.4. § 112 Successors and Assigns § 112.1 The Owner and Conti -actor 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 tile 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 IRights and IRerrnedM § 13.3.1 Duties and obligations imposed by the Contract Documents and rights arid remedies available thereunder shall be in addition to and not a limitation of duties, obligations, rights, and remedies otherwise imposed or available by law. § 13.1.2 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 Ilinslpections § 13A.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 . ................ . . - . , . . .. . . . ........... . . .. . ............ . . . .... 11.111111111 ........... . . - - - ----------- - . .. . . ...... . .... . ....... . ..... .. ---- - - ----- AIA Document A2.01 —2017, Copyright(D 1911, 1915„ 1918, 1925„ 1937, 1951, 1958, 1961„ 1963, 1966„ 1970, 1976, 1987, 1997, 2007 and 2017. All rights Inift. reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA I ogo, and "AIA Contract Documents" are registered trademarks of 34 the American Institute of Architects. This document was produced at 12:58:39 E ' T on 02/09/2023 under Order No,4104236664 which expires on 10/04/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract DocumentsO Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.corn. User Notes: (1462981493) 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 Conti -actor 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 sorequire. § 13.41 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 fir-orn the Owner, instruct the Contractor to make arrangernents for such additional testing, inspection, or approval, by an entity acceptable to the Owner, and the Contractor shall give timely notice to theArchitect 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. § 13.43 if procedures for testing, inspection, or approval under Sections 13 A. l and 13.42 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. § 13AA 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, § 13A.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.. § 115 Interest .Payments due arid unpaid under the Contract Documents shall bear interest from the date paymentis due at the rate the parties agree upon in writing or, ir.i the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located. ARTICLE 14 IURIMMATMIM OR SUSPENSION OF THE CONTRAcr § 14.1 Termination by the Cointiractoir § 14.1.1 'I'lie Contractor may terminate the Contract ifthe 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 Workjor any of the following reasons: ..I Issuance of an order of a court or other public authority havingjurisdiction 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 leas 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 A The Owner has failed to furnish to the Contractor reasonable evidence as required by Section 2.2. § 14J.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 3 65 --day.period, whichever is less. § 14.1.3 If one ofthe reasons described in Section 14.1.1 or 14.1.2 exists, the Contractor may, upon seven days' notice to the Owner and Architect, terminate the Contract and recover from the Owner payment for Work. executed, as well as reasonable overhead and profit on Work not executed, and costs incurred by reason of such termination. AIA DOCUment A201-2017. Copyright (0 1911, 1915, 1918, 1925, 1937, 1951, 1958,1961, 1963, 1966, 1970,1976, 1987,1997, 2007 and 2017. All rights Init.. reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of 35 The American Institute of Architects. This document was produced at 12:58:39 ET on 02/0912023 under Order No.4104236664 which expires on 10/04/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract DocumentsOTerms of Service. To report copyright violations, e.rnail docinfoCci) As.corn. Useir Motes: _aiacontrac (1462981493) § 14.1.4 If the Work is stopped for a period of 60 consecutive days through no act or fault of the Contractor, a Subcontractor, a Sub -subcontractor, or their agents or employees or any other persons or entities performing portions of the Work because the Owner has repeatedly failed to fulfill the Owner's obligations under the Contract Documents with respect to matters important to the progress of the Work, the Contractor may, upon seven additional days' notice to the Owner and the Architect, terminate the Contract and recover from the Owner as provided in Section 14.1.3. § 14.2 Termination by the Owner for Cause § 14.2.1 The Owner may terminate the Contract if the Contractor .1 repeatedly refuses or fails to supply enough properly skilled workers or proper materials; .2 fails to make payment to Subcontractors or suppliers in accordance with the respective agreements between the Contractor and the Subcontractors or suppliers; .3 repeatedly disregards applicable laws, statutes, ordinances, codes, rules and regulations, or lawful orders of a public authority; or .4 otherwise is guilty of substantial breach of a provision of the Contract Documents. § 14.2.2 When any of the reasons described in Section 14.2.1 exist, and upon certification by the Architect that sufficient cause exists to justify such action, the Owner may, without prejudice to any other rights or remedies of the Owner and after giving the Contractor and the Contractor's surety, if any, seven days' notice, terminate employment of the Contractor and may, subject to any prior rights of the surety: .1 Exclude the Contractor from the site and take possession of all materials, equipment, tools, and construction equipment and machinery thereon owned by the Contractor; .2 Accept assignment of subcontracts pursuant to Section 5.4; and .3 Finish the Work by whatever reasonable method the Owner may deem expedient. Upon written request of the Contractor, the Owner shall furnish to the Contractor a detailed accounting of the costs incurred by the Owner in finishing the Work. § 14.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 14.2.1, the Contractor shall not be entitled to receive further payment until the Work is fmished. § 14.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work, including compensation for the Architect's services and expenses made necessary thereby, and other damages incurred by the Owner and not expressly waived, such excess shall be paid to the Contractor. If such costs and damages exceed the unpaid balance, the Contractor shall pay the difference to the Owner. The amount to be paid to the Contractor or Owner, as the case may be, shall be certified by the Initial Decision Maker, upon application, and this obligation for payment shall survive termination of the Contract. § 14.3 Suspension by the Owner for Convenience § 14.3.1 The Owner may, without cause, order the Contractor in writing to suspend, delay or interrupt the Work, in whole or in part for such period of time as the Owner may determine. § 14.3.2 The Contract Sum and Contract Time shall be adjusted for increases in the cost and time caused by suspension, delay, or interruption under Section 14.3.1. Adjustment of the Contract Sum shall include profit. No adjustment shall be made to the extent .1 that performance is, was, or would have been, so suspended, delayed, or interrupted, by another cause for which the Contractor is responsible; or .2 that an equitable adjustment is made or denied under another provision of the Contract. § 14.4 Termination by the Owner for Convenience § 14.4.1 The Owner may, at any time, terminate the Contract for the Owner's convenience and without cause. § 14.4.2 Upon receipt of notice from the Owner of such termination for the Owner's convenience, the Contractor shall .1 cease operations as directed by the Owner in the notice; .2 take actions necessary, or that the Owner may direct, for the protection and preservation of the Work; and .3 except for Work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing subcontracts and purchase orders and enter into no further subcontracts and purchase orders. Document `The A201 - n0Institute Co of Architects," _ 19 — AIA — Init. Copyright ©191911, 1915, 1918, 1925, 1937, 1951 1958, 1961, 1963, 1966, 1970 1976, 1987, 1997, 2007 and 2017. All rights res chitects," "American Institute of Architects, "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of 36 The American Institute of Architects. This document was produced at 12:58:39 ET on 02/09/2023 under Order No.4104236664 which expires on 10104/2023, is not % for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1462981493) § 14.4.3 In case of such termination for the Owner's convenience, the Owner shall pay the Contractor for Work properly executed; costs incurred by reason of the termination, including costs attributable to termination of Subcontracts; and the termination fee, if any, set forth in the Agreement. ARTICLE 15 CLAIMS AND DISPUTES § 15.1 Claims § 15.1.1 Definition A Claim is a demand or assertion by one of the parties seeking, as a matter of right, payment of money, a change in the Contract Time, or other relief with respect to the terms of the Contract. The term "Claim" also includes other disputes and matters in question between the Owner and Contractor arising out of or relating to the Contract. The responsibility to substantiate Claims shall rest with the party making the Claim. This Section 15.1.1 does not require the Owner to file a Claim in order to impose liquidated damages in accordance with the Contract Documents. § 15.1.2 Time Limits on Claims The Owner and Contractor shall commence all Claims and causes of action against the other and arising out of or related to the Contract, whether in contract, tort, breach of warranty or otherwise, in accordance with the requirements of the binding dispute resolution method selected in the Agreement and within the period specified by applicable law, but in any case not more than 10 years after the date of Substantial Completion of the Work. The Owner and Contractor waive all Claims and causes of action not commenced in accordance with this Section 15.1.2. § 15.1.3 Notice of Claims § 15.1.3.1 Claims by either the Owner or Contractor, where the condition giving rise to the Claim is first discovered prior to expiration of the period for correction of the Work set forth in Section 12.2.2, shall be initiated by notice to the other party and to the Initial Decision Maker with a copy sent to the Architect, if the Architect is not serving as the Initial Decision Maker. Claims by either party under this Section 15.1.3.1 shall be initiated within 21 days after occurrence of the event giving rise to such Claim or within 21 days after the claimant first recognizes the condition giving rise to the Claim, whichever is later. § 15.1.3.2 Claims by either the Owner or Contractor, where the condition giving rise to the Claim is first discovered after expiration of the period for correction of the Work set forth in Section 12.2.2, shall be initiated by notice to the other party. In such event, no decision by the Initial Decision Maker is required. § 15.1.4 Continuing Contract Performance § 15.1.4.1 Pending final resolution of a Claim, except as otherwise agreed in writing or as provided in Section 9.7 and Article 14, the Contractor shall proceed diligently with performance of the Contract and the Owner shall continue to make payments in accordance with the Contract Documents. § 15.1.4.2 The Contract Sum and Contract Time shall be adjusted in accordance with the Initial Decision Maker's decision, subject to the right of either party to proceed in accordance with this Article 15. The Architect will issue Certificates for Payment in accordance with the decision of the Initial Decision Maker. § 15.1.5 Claims for Additional Cost If the Contractor wishes to make a Claim for an increase in the Contract Sum, notice as provided in Section 15.1.3 shall be given before proceeding to execute the portion of the Work that is the subject of the Claim. Prior notice is not required for Claims relating to an emergency endangering life or property arising under Section 10.4. § 15.1.6 Claims for Additional Time § 15.1.6.1 If the Contractor wishes to make a Claim for an increase in the Contract Time, notice as provided in Section 15.1.3 shall be given. The Contractor's Claim shall include an estimate of cost and of probable effect of delay on progress of the Work. In the case of a continuing delay, only�one Claim is necessary. § 15.1.6.2 If adverse weather conditions are the basis for a Claim for additional time, such Claim shall be documented by data substantiating that weather conditions were abnormal for the period of time, could not have been reasonably anticipated, and had an adverse effect on the scheduled construction. Init. AIA Document A201 — 2017. Copyright @ 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. 'The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of 37 The American Institute of Architects. This document was produced at 12:58:39 ET on 02/09/2023 under Order No.4104236664 which expires on 10/04/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1462981493) § 15.1.7 Waiver of Claims for Consequential Damages The Contractor and Owner waive Claims against each other for consequential damages arising out of or relating to this Contract. This mutual waiver includes .1 damages incurred by the Owner for rental expenses, for losses of use, income, profit, financing, business and reputation, and for loss of management or employee productivity or of the services of such persons; and .2 damages incurred by the Contractor for principal office expenses including the compensation of personnel stationed there, for losses of financing, business and reputation, and for loss of profit, except anticipated profit arising directly from the Work. This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination in accordance with Article 14. Nothing contained in this Section 15.1.7 shall be deemed to preclude assessment of liquidated damages, when applicable, in accordance with the requirements of the Contract Documents. § 15.2 Initial Decision § 15.2.1 Claims, excluding those where the condition giving rise to the Claim is first discovered after expiration of the period for correction of the Work set forth in Section 12.2.2 or arising under Sections 10.3, 10.4, and 11.5, shall be referred to the Initial Decision Maker for initial decision. The Architect will serve as the Initial Decision Maker, unless otherwise indicated in the Agreement. Except for those Claims excluded by this Section 15.2.1, an initial decision shall be required as a condition precedent to mediation of any Claim. If an initial decision has not been rendered within 30 days after the Claim has been referred to the Initial Decision Maker, the party asserting the Claim may demand mediation and binding dispute resolution without a decision having been rendered. Unless the Initial Decision Maker and all affected parties agree, the Initial Decision Maker will not decide disputes between the Contractor and persons or entities other than the Owner. § 15.2.2 The Initial Decision Maker will review Claims and within ten days of the receipt of a Claim take one or more of the following actions: (1) request additional supporting data from the claimant or a response with supporting data from the other party, (2) reject the Claim in whole or in part, (3) approve the Claim, (4) suggest a compromise, or (5) advise the parties that the Initial Decision Maker is unable to resolve the Claim if the Initial Decision Maker lacks sufficient information to evaluate the merits of the Claim or if the Initial Decision Maker concludes that, in the Initial Decision Maker's sole discretion, it would be inappropriate for the Initial Decision Maker to resolve the Claim. § 15.2.3 In evaluating Claims, the Initial Decision Maker may, but shall not be obligated to, consult with or seek information from either party or from persons with special knowledge or expertise who may assist the Initial Decision Maker in rendering a decision. The Initial Decision Maker may request the Owner to authorize retention of such persons at the Owner's expense. § 15.2.4 If the Initial Decision Maker requests a party to provide a response to a Claim or to furnish additional supporting data, such party shall respond, within ten days after receipt of the request, and shall either (1) provide a response on the requested supporting data, (2) advise the Initial Decision Maker when the response or supporting data will be furnished, or (3) advise the Initial Decision Maker that no supporting data will be furnished. Upon receipt of the response or supporting data, if any, the Initial Decision Maker will either reject or approve the Claim in whole or in part. § 15.2.5 The Initial Decision Maker will render an initial decision approving or rejecting the Claim, or indicating that the Initial Decision Maker is unable to resolve the Claim. This initial decision shall (1) be in writing; (2) state the reasons therefor; and (3) notify the parties and the Architect, if the Architect is not serving as the Initial Decision Maker, of any change in the Contract Sum or Contract Time or both. The initial decision shall be final and binding on the parties but subject to mediation and, if the parties fail to resolve their dispute through mediation, to binding dispute resolution. § 15.2.6 Either party may file for mediation of an initial decision at any time, subject to the terms of Section 15.2.6.1. § 15.2.6.1 Either party may, within 30 days from the date of receipt of an initial decision, demand in writing that the other party file for mediation. If such a demand is made and the party receiving the demand fails to file for mediation within 30 days after receipt thereof, then both parties waive their rights to mediate or pursue binding dispute resolution proceedings with respect to the initial decision. Init. AIA Document A201 — 2017. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of 38 The American Institute of Architects. This document was produced at 12:58:39 ET on 02/09/2023 under Order No.4104236664 which expires on 10104/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1462981493) § 15.2.7 In the event of a Claim against the Contractor, the Owner may, but is not obligated. to, notify the surety, if any, of the nature and amount of the Claim. If the Claim relates to a possibility of a Contractor's default, the Owner may, but is not obligated to, notify the surety and request the surety's assistance in resolving the controversy. § 15.2.8 If Claim relates to or is the subject of 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. 10A, 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 153.2, 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 § 15.4 Arbitration § 15.4.1 If the parties have selected arbitration as the method for binding dispute resolution in the Agreement, any Claim subject to, but not resolved by, mediation shall be subject to arbitration which, unless the parties mutually agree otherwise, shall be administeredby the American Arbitration Association in accordance with its Construction Industry Arbitration Rules in effect on the date of the Agreement. The Arbitration shall be conducted in the place where the Project is located, unless another location is mutually agreed upon. A demand for arbitration shall be made in writing, delivered to the other party to the Contract, and filed with the person. or entity administering the arbitration. The party filing a notice of demand for arbitration must assert in the demand all Claims then known to that party on which arbitration is permitted to be demanded. § 15.4.1.1 A demand for arbitration shall be made no earlier than concurrently with the filing of a request for mediation., but in no event shall it be made after the date when the institution of legal or equitable proceedings based on the Claim would be barred by the applicable statute of limitations. For statute of limitations purposes, receiptof a written. demand for arbitration by the person or entity administering the arbitration shall constitute the institution of legal or equitable proceedings based on the Claim. § 15.4.2 The award rendered by the arbitrator or arbitrators shall. be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof § 15.4.3 The foregoing agreement to arbitrate and other agreements to arbitrate with an additional person or entity duly consented to by parties to the Agreement, shall be specifically enforceable under applicable law in. any court having jurisdiction thereof. AIA Docurnent A201 — 2017. Copyright @ 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights Init. reserved. "The American Institute of Architects," "American Institute of Architects,' "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of 39 The American Institute of Architects. This document was produced at 12:58:39 ET on 02/09/2023 under Order No.4104236664 which expires on 10/04/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents" Terms of Service. To report copyright violations, e-mail docinfogaiacontract&com. User Nofes; (1462981493) § 15.4.4 Consolidation or Joinder § 15.4.4.1 Subject to the rules of the American Arbitration Association or other applicable arbitration rules, either party may consolidate an arbitration conducted under this Agreement with any other arbitration to which it is a party provided that (1) the arbitration agreement governing the other arbitration permits consolidation, (2) the arbitrations to be consolidated substantially involve common questions of law or fact, and (3) the arbitrations employ materially similar procedural rules and methods for selecting arbitrator(s). § 15.4.4.2 Subject to the rules of the American Arbitration Association or other applicable arbitration rules, either party may include by joinder persons or entities substantially involved in a common question of law or fact whose presence is required if complete relief is to be accorded in arbitration, provided that the party sought to be joined consents in writing to such joinder. Consent to arbitration involving an additional person or entity shall not constitute consent to arbitration of any claim, dispute or other matter in question not described in the written consent. § 15.4.4.3 The Owner and Contractor grant to any person or entity made a party to an arbitration conducted under this Section 15.4, whether by joinder or consolidation, the same rights of joinder and consolidation as those of the Owner and Contractor under this Agreement. Init. AIA Document A201 — 2017. Copyright @ 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents" are registered trademarks of 40 The American Institute of Architects. This document was produced at 12:58:39 ET on 02/09/2023 under Order No.4104236664 which expires on 10/04/2023, is not 1 for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1462981493) Additions and Deletions Report for AIA® Document A2010 - 2017 This Additions and Deletions Report, as defined on page 1 of the associated document, reproduces below all text the author has added to the standard form AIA document in order to complete it, as well as any text the author may have added to or deleted from the original AIA text. Added text is shown underlined. Deleted text is indicated with a horizontal line through the original AIA text. Note: This Additions and Deletions Report is provided for information purposes only and is not incorporated into or constitute any part of the associated AIA document. This Additions and Deletions Report and its associated document were generated simultaneously by AIA software at 12:58:39 ET on 02/09/2023. PAGE Westlake Academe Gymnasium Building ,&49yation (Name, legal status and address) Town of Westlake 1500Solana, Boulevard B,uil,d,in ,7., Suite 7200 Westlake Texas 76262 Glenn,„ f P,artners 5646 Milton Street, Suite 426 Dallas, Texas 75206 Additions and Deletions Report for AIA DocumentA201 —2017. Copyright@ 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987, 1997, 2007 and 2017. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA,' the AIA Logo, and "AIA Contract Documents" are 1 registered trademarks of The American Institute of Architects. This document was produced at 12:58:39 ET on 02/09/2023 under Order No.4104236664 which expires on 10/04/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1462981493) Certification of Document's Authenticity AIA® Document D40I 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 12:58:39 ET on 02/09/2023 under Order No. 4104236664 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, other than those additions and deletions shown in the associated Additions and Deletions Report. AIA Document D401 — 2003. Copyright ©1992 and 2003. All rights reserved. "The American Institute of Architects," "American Institute of Architects," "AIA," the AIA Logo, and "AIA Contract Documents' are trademarks of The American Institute of Architects. This document was produced at 12:58:39 ET on 02/09/2023 under Order No.4104236664 which expires on 10/04/2023, is not for resale, is licensed for one-time use only, and may only be used in accordance with the AIA Contract Documents® Terms of Service. To report copyright violations, e-mail docinfo@aiacontracts.com. User Notes: (1462981493) 1500 Solana Blvd Town of Westlake Building 7, Suite 7100 4 Westlake, TX 76262 N E� T° W N ry o F Staff Report WESTLAKE °I Si I N Ci IV NV °[SI f'N File #: WA RES 23-03 Agenda Date: 2/15/2023 Agenda #: G.7. ACADEMY S III'AFF :III EPCI:III "III` :III EC C o A4EN:lll A."III~II[()NS Consider approving WA Resolution 23-03 approving the Fiscal Year 2021-2022 Final Annual Audit Report from BrooksWatson & Co., PLLC; and take appropriate action STAFF: Marlene Rutledge, Academic Finance Manager BACKGROUND: One of the main objectives of the Finance Department is to provide the Board of Trustees with an Annual Financial Report (AFR) for Westlake Academy for review, discussion, and approval. In compliance with the accounting requirements established by the Governmental Accounting Standards Board (GASB), the purpose of the AFR is to provide useful and transparent information on the financial position of the Academy, both at the Government -Wide and General Fund levels. At the June 21, 2022 Town Council meeting, BrooksWatson & Co., PLLC was approved to perform Westlake Academy's independent auditing services for a 3-year period. For fiscal year ending August 31, 2022, BrooksWatson will provide an Annual Financial Report in draft format by Friday, January 20, 2022. With this draft, staff will be able to provide summarized statistical information in a revised agenda memo and complete the detailed Management Data & Analysis (MD & A) section of the audit report. In the meantime, we again had no findings, reportable conditions, nor material weaknesses that are required to be reported to the Texas Education Agency (TEA) for fiscal year ending August 31, 2022. This was verbally confirmed with Louis Breedlove, Audit Manager with BrooksWatson, on January 16, 2022. Findings may include material weaknesses in TEA compliance or insufficient internal controls, etc. Any findings require an explanation with corrective measures be submitted to TEA along with the annual financial report and reviewed in subsequent years to ensure correction and/or compliance in the area of the reported weakness. ldote* he 1"mmmvem C"mmememeil approved time draft report ou Jammell.ary 23, 2023 mmemd has stiiibillitted to H, A ro,r emmmuimlimmmmee® l'oda , time 1"mmmvmm C"mmellimmeil/Bo and o r ,rtistees are orme ritmmml relmo rt® FISCAL IMPACT: $18,000 STAFF RECOMMENDATION: Staff recommends the Town Council approve WA Resolution No. 23-03, as presented. BOARD OF TRUSTEE ACTION/OPTIONS: Town of Westlake Page 1 of 2 Printed on 2/23/2023 7c,,wo lod ly I a>pIsIrar nvl File #: WA RES 23-03 Agenda Date: 2/15/2023 Agenda #: G.7. 1. Motion to approve WA Resolution No. 23-03, as presented. 2. Motion to amend, with the following stipulations. (Please state in motion) 3. Motion to deny or take no action. Town of Westlake Page 2 of 2 Printed on 2/23/2023 7c,,wo lod ly I a>gls= rar nil WESTLAKE ACADEMY RESOLUTION NO. 23-03 A RESOLUTION OF THE WESTLAKE ACADEMY BOARD OF TRUSTEES APPROVING THE FISCAL YEAR 2021-2022 ANNUAL AUDIT REPORT FROM BROOKSWATSON & CO., PLLC, CERTIFIED PUBLIC ACCOUNTANTS. WHEREAS, Under Title 19 Chapter 109.23(d) of the Texas Administrative Code, the district must hire at its own expense an independent auditor to conduct an independent audit of its financial statements and provide an opinion on its Annual Financial Report, and WHEREAS, Under Section 44.008(d) of the Texas Education Code, the annual financial audit is due no later than the 1501h day after the end of the fiscal year (January 28 for the August 31 fiscal year), and WHEREAS, the audit report must be approved by the Board of Trustees NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF WESTLAKE ACADEMY: 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 Board of Trustees of Westlake Academy does hereby approve the Fiscal Year 2021-2022 annual audit report from BrooksWatson & Co., PLLC, Certified Public Accountants attached hereto as Exhibit "A ". 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 Board of Trustees 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 151h DAY OF FEBRUARY 2023. Sean Kilbride, President Resolution WA 23-3 Page 1 of 2 ATTEST: Amy M. Piukana, Board Secretary Dr. Sean Wilson, Superintendent APPROVED AS TO FORM: Janet S. Bubert or L. Stanton Lowry, School Attorney Include any Exhibits along with your Resolutions or Ordinances in a separate file. Resolution WA 23-3 Page 2 of 2 Westlake Academy (A Component Unit of the Town of Westlake) Annual Financial Report For the Year Ended August 31, 2022 Table of Contents INTRODUCTORY SECTION Pa&e Exhibit Certificate of Board ii FINANCIAL SECTION Independent Auditor's Report 1 Management's Discussion and Analysis 5 Basic Financial Statements: Government -wide Financial Statements Statement of Net Position 18 A-1 Statement of Activities 20 B-1 Fund Financial Statements: Balance Sheet 22 C-1 Reconciliation of the Governmental Funds Balance Sheet to the Statement of Net Position 25 C-2 Statement of Revenues, Expenditures, and Changes in Fund Balance 26 C-3 Reconciliation of the Statement of Revenues, Expenditures, and Changes in Fund Balances of Governmental Funds to the Statement of Activities 29 C-4 Fiduciary Funds: Statement of Fiduciary Net Position 30 D-1 Statement of Changes in Fiduciary Net Position 31 D-2 Notes to the Financial Statements 33 Required Supplementary Information: Budgetary Comparison Schedule - General Fund 64 E-1 Notes to the Budgetary Comparison Schedule 66 Schedule of Academy's Proportionate Share of Net Pension Liability - Teacher Retirement System 68 E-2 Schedule of Pension Contributions - Teacher Retirement System 70 E-3 Schedule of Academy's Proportionate Share of Net OPEB Liability - Teacher Retirement System TRS Care Plan 72 E-4 Schedule of OPEB Contributions - Teacher Retirement System TRS Care Plan 74 E-5 Combining Statements: Combining Balance Sheet - Nonmajor Governmental Funds 78 H-1 Combining Statement of Revenues, Expenditures and Changes in Fund Balances - Nonmajor Governmental Funds 80 H-2 Required TEA Schedules Use of Funds Report 82 J-4 i WESTLAKE ACADEMY TARRANT 220-810 Name of School County Co -District Number We, the undersigned, certify that the attached annual financial reports of the above -named school were reviewed and (check one) -Zapproved -disapproved for the year ended August 31, 2022 at a meeting of the Board of Trustees of such school on the 23rO day of January, 2023. Board SeZetary Signature of Board President if the Board of Trustees disapproved of the auditors' report, the reason(s) for disapproving it is (are)., (Attach list as necessary) FINANCIAL SECTION INDEPENDENT AUDITOR'S REPORT To the Board of Trustees Westlake Academy: Report on the Audit of the Financial Statements Opinions We have audited the accompanying financial statements of the governmental activities, the discretely presented component unit, each major fund, and the aggregate remaining fund information of the Westlake Academy (the "Academy") as of and for the year ended August 31, 2022, and the related notes to the financial statements, which collectively comprise the Academy's basic financial statements as listed in the table of contents. In our opinion, the accompanying financial statements present fairly, in all material respects, the respective financial position of the governmental activities, the discretely presented component unit, each major fund, and the aggregate remaining fund information of the Westlake Academy, as of August 31, 2022, and the respective changes in financial position for the year then ended in accordance with accounting principles generally accepted in the United States of America. Basis for Opinions We conducted our audit in accordance with auditing standards generally accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor's Responsibilities for the Audit of the Financial Statements section of our report. We are required to be independent of Westlake Academy and to meet our other ethical responsibilities, in accordance with the relevant ethical requirements relating to our audit. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions. Responsibilities of Management for the Financial Statements The Academy's management is responsible for the preparation and fair presentation of the financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. 14950 Heathrow Forest Pkwy I Suite 530 1 Houston, TX 77032 1 Tel: 281_907.8788 1 Fax: 888.875.0587 1 www.BrooksWatsonCPA.com In preparing the financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Academy's ability to continue as a going concern for one year after the date that the financial statements are issued. Auditor's Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinions. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the financial statements. In performing an audit in accordance with GAAS, we: • Exercise professional judgment and maintain professional skepticism throughout the audit. • Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. • Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Academy's internal control. Accordingly, no such opinion is expressed. • Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the financial statements. • Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Academy's ability to continue as a going concern for a reasonable period of time. We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control —related matters that we identified during the audit. Emphasis of Matter As discussed in Note 5.H to the financial statements, during 2022, the Academy adopted new accounting guidance Governmental Accounting Standard Board "GASB" Statement No. 87, Leases. As such, the Academy restated beginning net position for governmental activities due to the implementation of this new accounting pronouncement. Our opinion is not modified with respect to this matter. 2 Other Matters Required Supplementary Information Accounting principles generally accepted in the United States of America require that the management's discussion and analysis, budgetary comparison information, schedules of the Academy's proportionate share of the net pension liability and the net OPEB liability, and schedules of Academy pension and OPEB contributions as listed in the table of contents, be presented to supplement the basic financial statements. Such information, although not a part of the basic financial statements, is required by the GASB who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. We have applied certain limited procedures to the required supplementary information in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management's responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. Other Information Our audit was conducted for the purpose of forming opinions on the financial statements that collectively comprise the Academy's basic financial statements. The nonmajor governmental funds combining statements are presented for the purposes of additional analysis and are not a required part of the basic financial statements. The nonmajor governmental funds combining statements are the responsibility of management and were derived from and relate directly to the underlying accounting and other records used to prepare the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the basic financial statements or to the basic financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the nonmajor governmental funds combining statements are fairly stated in all material respects in relation to the basic financial statements as a whole. BrooksWatson & Co. Certified Public Accountants Houston, Texas January 26, 2023 9 Westlake Academy MANAGEMENT'S DISCUSSIONAND ANALYSIS August 31, 2022 This section of the Westlake Academy (the "Academy") annual financial report presents our discussion and analysis of the Academy's financial performance during the fiscal year ended August 31, 2022. Please read it in conjunction with the Academy's financial statements. In reviewing this report, readers should be mindful that it is often necessary for management to make and use estimates in the preparation of financial statements. Examples of the use of such estimates may be found in amounts reported for depreciation, receivable allowances, and net pension/OPEB liability. Financial Highlights • The liabilities and deferred inflows of the Academy exceeded its assets and deferred outflows (net position) at August 31, 2022 by $3,071,158. • The Academy's total net position decreased by $248,823. • The Academy reported $11,727,363 in expenses related to governmental activities, of which $3,774,210 of these expenses were offset by program -specific charges for services or grants and contributions. At the end of the fiscal year, the general fund reported a fund balance of $1,718,580, a decrease of $360,253 Overview of the Financial Statements The discussion and analysis provided here are intended to serve as an introduction to the Academy's basic financial statements. The Academy's basic financial statements consist of three components: 1) government -wide financial statements, 2) fund financial statements, and 3) the notes to financial statements. This report also includes supplementary information intended to furnish additional detail to support the basic financial statements themselves. Government -Wide Statements The government -wide statements report information about the Academy as a whole using accounting methods similar to those used by private -sector companies. Its primary objective is to show whether the Academy is better or worse off as a result of the year's activities. The statement of net position includes all of the Academy's assets and liabilities, deferred inflows and outflows of resources. The facilities used in the Academy's operations are included in the Town of Westlake's financial statements. All of the current year's revenues and expenses are accounted for in the statement of activities regardless of when cash is received or paid. The Academy's revenue is divided into those provided by outside parties who share the costs of some programs, such as payments received from extracurricular activities and grants provided by the U.S. Department of Education to assist children with disabilities (program revenue), and general revenue 5 Westlake Academy MANAGEMENT'S DISCUSSIONAND ANALYSIS, Continued August 31, 2022 provided by donations from the public or by Texas Education Agency (TEA) in equalization funding processes (general revenue). All the Academy's assets are reported whether they serve the current year or future years. Liabilities are considered regardless of whether they must be paid in the current or future years. The two government -wide statements report the Academy's net position and how it has changed. Net position -the difference between the Academy's assets, deferred outflows of resources, and liabilities and deferred inflows of resources -is one way to measure the Academy's financial health or position. • Over time, increases or decreases in the Academy's net position are an indicator of whether its financial health is improving or deteriorating, respectively. • To assess the overall health of the Academy, one should consider additional non -financial factors such as changes in the Academy's average daily attendance and the condition of the Academy's facilities. The government -wide financial statements of the Academy include the Governmental activities. Most of the Academy's basic services are included here, such as instruction, curriculum and staff development, extracurricular activities, maintenance, health services and general administration. State funds, donations and grants finance most of these activities. The government -wide financial statements can be found on pages 18-21 of this report. FUND FINANCIAL STATEMENTS The fund financial statements begin on page 22 and provide more detailed information about the Academy's most significant funds, not the Academy as a whole. Funds are accounting devices that the Academy uses to keep track of specific sources of funding and spending for particular purposes. All of the funds of the Academy can be divided into two categories: governmental funds and fiduciary funds. • Some funds are required by State law and by bond covenants. • The Board of Trustees establishes other funds to control and manage money for particular purposes or to show that it is properly using certain taxes and grants. Governmental Funds Govcrnmcntal funds are used to account for essentially the same functions reported as governmental activitics in the government -wide financial statements. However, unlike the government -wide financial statements, governmental fund financial statements focus on near -term inflows and outflows of spendable resources, as well as on balances of spendable resources available at the end of the fiscal year. Such information may be useful in assessing a government's near -term financing requirements. Because the focus of governmental funds is narrower than that of the government -wide financial statements, it is useful to compare the information presented for governmental funds with similar R Westlake Academy MANAGEMENT'S DISCUSSIONAND ANALYSIS, Continued August 31, 2022 information presented for governmental activities in the government -wide financial statements. By doing so, readers may better understand the long-term impact of the government's near -term financing decisions. Both the governmental fund balance sheet and the governmental fund statement of revenues, expenditures, and changes in fund balances provide a reconciliation to facilitate this comparison between governmental funds and governmental activities. The Academy maintains ten individual governmental funds. Information is presented separately in the governmental fund balance sheet and in the governmental fund statement of revenues, expenditures, and changes in fund balances for the general fund and the ESSER fund, which are considered to be major funds. Data from the other governmental funds are combined into a single, aggregated presentation. Individual fund data for each of these nonmajor governmental funds is provided in a separate section of the report. The Board of Trustees adopts a budget for the general fund. A budgetary comparison statement has been provided for the general fund to demonstrate compliance with their respective budget. The basic governmental fund financial statements can be found on pages 22-29 of this report. Fiduciary Funds Fiduciary funds are used to account for resources held for the benefit of parties outside of the government. Fiduciary funds are not reported in the government -wide financial statements because the resources of those funds are not available to support the Academy's own programs. The accounting used for fiduciary funds is much like that used for proprietary funds. The Academy maintains one fiduciary fund, the Student Activity Fund. The custodial fund accounts for resources held for others in a custodial capacity. Component Unit The government -wide financial statements also present the activity of Westlake Academy Foundation, a discretely presented component unit. The Foundation was organized exclusively for charitable and educational purposes and provides funds to help support the Academy. During 2022, the Foundation contributed $1,654,044 to the Academy to enhance educational opportunities. These contributions are recorded as operating grants and contributions in the Statement of Activities. 7 Westlake Academy MANAGEMENT'S DISCUSSIONAND ANALYSIS, Continued August 31, 2022 Notes to Financial Statements The notes provide additional information that is necessary to acquire a full understanding of the data provided in the government -wide and fund financial statements. The notes to the financial statements can be found on pages 33-62 of this report. Other Information In addition to the basic financial statements, MD&A, and accompanying notes, this report also presents certain Required Supplementary Information (RSI). The required RSI includes a budgetary comparison schedule for the general fund, schedule of changes in the net pension/OPEB liability and related ratios and schedule of employer contributions for the Teacher Retirement System of Texas. RSI can be found after the basic financial statements. GOVERNMENT -WIDE FINANCIAL ANALYSIS As noted previously, net position may serve over time as a useful indicator of the Academy's financial position. For the Westlake Academy, liabilities exceeded assets by $3,071,158 as of August 31, 2022, in the primary government. A portion of the Academy's net position, $55,866 reflects its investments in capital assets (e.g. right to use assets), less any debt used to acquire those assets that are still outstanding. The Academy uses these capital assets to provide services to its teachers and students; consequently, these assets are not available for future spending. Although the Academy's investment in its capital assets is reported net of related debt, it should be noted that the resources needed to repay this debt must be provided from other sources, since the assets themselves cannot be used to liquidate these liabilities. An additional portion of the Westlake Academy's net position of $1,818 represents resources that are subject to external restrictions on how they may be used. At the end of the current fiscal year, the Westlake Academy reported negative balances for unrestricted net position for the primary government. The same situation held true for the prior fiscal year. Westlake Academy MANAGEMENT'S DISCUSSIONAND ANALYSIS, Continued August 31, 2022 Statement of Net Position: The following table reflects the condensed Statement of Net Position: Governmental Activities 2022 2021 $ Change % Change Current and other assets $ 2,237,052 $ 2,401,202 $ (164,150) -7% Capital assets, net 549,398 259,053 290,345 112% Total Assets 2,786,450 2,660,255 126,195 5% Deferred Outflows of Resources 2,168,645 2,517,090 (348,445) -14% Current liabilities 707,565 396,807 310,758 78% Long-term liabilities 4,027,728 5,511,068 (1,483,340) -27% Total Liabilities 4,735,293 5,907,875 (1,172,582) -20% Deferred Inflows of Resources 3,290,960 2,091,805 1,199,155 57% Net Position: Net investment in capital assets 55,866 - 55,866 100% Restricted 1,818 2,099 (281) -13% Unrestricted (3,128,842) (2,824,434) (304,408) 11% Total Net Position $ (3,071,158) $ (2,822,335) $ (248,823) $ 9% I Westlake Academy MANAGEMENT'S DISCUSSIONAND ANALYSIS, Continued August 31, 2022 Statement of Activities: The following table provides a summary of the Academy's changes in net position: Revenues Program revenues: Charges for services $ Operating grants and contributions Capital grants and contributions General revenues: State aid & formula grants Investment earnings (losses) Total Revenues Expenses Governmental Activities 2022 2021 $ Change % Change 72,495 $ 138,009 $ (65,514) $ -47% 2,860,710 1,933,947 926,763 48% 841,005 841,005 - 0% 7,698,507 7,989,443 (290,936) -4% 5,823 2,422 3,401 140% 11,478,540 10,904,826 573,714 5% Instruction 6,243,385 6,125,687 117,698 2% Instruction resources and media services 197,026 102,806 94,220 92% Curriculum and staff development 152,125 30,932 121,193 392% Instructional leadership 244,399 188,305 56,094 30% School leadership 1,401,081 1,227,711 173,370 14% Guidance, counseling and evaluations 567,216 642,883 (75,667) -12% Health services 137,527 108,715 28,812 27% Food service 51,779 51,844 (65) 0% Extracurricular activities 608,292 423,933 184,359 43% General administration 286,262 276,870 9,392 3% Facilities maint. and oper. 1,320,609 1,272,656 47,953 4% Security and monitoring 6,231 15,542 (9,311) -60% Data processing services 336,010 246,439 89,571 36% Community services 152,200 149,600 2,600 2% Debt service - interest 23,221 12,814 10,407 81% Total Expenses 11,727,363 10,876,737 850,626 8% Change in Net Position (248,823) 28,089 (276,912) Beginning Net Position (2,822,335) (2,850,424) 28,089 -1% Ending Net Position $ (3,071,158) $ (2,822,335) $ (248,823) $ 9% ID, Westlake Academy MANAGEMENT'S DISCUSSIONAND ANALYSIS, Continued August 31, 2022 Graphic presentations of selected data from the summary tables are displayed below to assist in the analysis of the Academy's activities. Governmental Activities — Revenues Charges for Service's 1 % I D, State lOrl 1 ti t 61 di 4 L 6 ©`6 nts and 32% For the year ended August 31, 2022, revenues from governmental activities totaled $11,478,540. Overall revenue increased $573,714 or 5% from the prior year. 11 Westlake Academy MANAGEMENT'S DISCUSSIONAND ANALYSIS, Continued August 31, 2022 This graph shows the governmental function expenses of the Academy: Governmental Activities — Expenses uw Data processing Facilities ma,intenallce sen vie,es and operations 3% _ IIIIIIIII Con-autmityserviees ® Gene rat administration 1ladministration 3% IN Extracurricular anti 5% food servii 1% Healthservices 1% 01 G uidance, co- unse evaluations 5% IIIIIII Schoolleadersh 12% 110 hasti-tictional lea dership 0 2 `° 0 Curricuiluini and staft Instruct. resoxurces/media. development 2% 1% IIIIIIIIIIII Ii�,stn�.i� tip;� 53% For the year ended August 31, 2022, expenses for governmental activities totaled $11,727,363. This represents an increase of $850,626 or 8% from the prior year. • The Academy's largest expense category is instruction, which totaled $6,243,385 at year-end. • Instruction resources and media services expenses increased $94,220, or 92%, primarily due to the increase in higher personnel costs as a result of nonrecurring retention stipend paid to faculty and staff during the year. • Curriculum and staff development increased by $121,193 due to grant -funded travel for faculty to attend the 2022 IB Global Conference. • Instructional leadership expenses increased by $56,094 or 30%, which was the result of higher personnel costs bolstered by the retention stipend paid out during the year. • School leadership expenses increased by $173,370 or 14%, due to retention stipend during the year. In addition to the retirement of the Executive Director, a new head of school administrator served as a consultant until filling the position in June of 2022 with full salary/benefits. • Guidance/counseling and evaluations expenses decreased by $75,667 or 12%, due to additional counseling software and student evaluation and assessment need in the previous year that were no longer needed in fiscal year ending August 31, 2022. More assessments and evaluations were needed to provide accelerated learning and tutoring due to possible instructional deficiencies from the school closure and remote learning caused by the COVID pandemic. • Health services increased $28,812 or 27% due to additional costs for Covid-mitigation and vaccination clinics paid through School Health Support Grant, in addition to costs related to having an EMT on campus. IN Westlake Academy MANAGEMENT'S DISCUSSIONAND ANALYSIS, Continued August 31, 2022 • Extracurricular activities increased by $184,359 or 43%, primarily due to returning to full sports competitions post-Covid, after many tournaments being canceled in the previous year. • Data processing services increased by $89,571 or 36%. The change was the result of increased costs in Wad software applications, in addition to costs related to consultants providing assistance for PowerSchool implementation of new Student Information System. All other expenses were relatively consistent with the previous year. FINANCIAL ANALYSIS OF THE ACADEMY'S FUNDS As noted earlier, fund accounting is used to demonstrate and ensure compliance with finance -related legal requirements. Governmental Funds - The focus of the Academy's governmental funds is to provide information of near -term inflows, outflows and balances of spendable resources. Such information is useful in assessing the Academy's financing requirements. In particular, unassigned fund balance may serve as a useful measure of the Academy's net resources available for spending at the end of the year. At August 31, 2022, the Academy's governmental funds reported combined fund balances of $1,611,186, a decrease of $443,192 in comparison with the prior year. Approximately 88% of this amount, $1,425,775, constitutes unassigned fund balance, which is available for spending at the government's discretion. The remainder of the fund balance is either nonspcndablc, restricted or committed to indicate that it is 1) not in spendable form $77,138 or 2) committed for particular purposes $106,455. As of the end of the year the general fund reflected a total fund balance of $1,718,580. General fund balance decreased by $360,253 during the current year. The decrease is primarily due to greater than expected expenditures over the course of the year. The ESSER fund had an ending fund deficit of $148,436 at August 31, 2022. The fund balance did not change compared to the prior year. State program revenues equaled current year expenditures for the year ended August 31, 2022. GENERAL FUND BUDGETARY HIGHLIGHTS Total budgeted revenues of $9,409,550 were less than actual revenues of $9,564,419, resulting in a positive revenue variance of $154,869. The positive variance was primarily the result of greater than expected state program revenues. Total budgeted expenditures of $10,054,614 were less than actual expenditures of $10,506,388, resulting in a negative expenditure variance of $451,774. The variance in total expenditures was primarily due to negative variances within the school leadership, and facilities maintenance/operations. 13 Westlake Academy MANAGEMENT'S DISCUSSIONAND ANALYSIS, Continued August 31, 2022 CAPITAL ASSETS As of the end of the year, the Academy's governmental activities had invested $549,398 in right to use assets. This investment in assets includes a lease financing agreement for Apple TV equipment, Apple Macbooks, iPads, and Pro iOS software licenses. During the current year, the Academy entered into a new lease financing agreement with CSI Leasing. The present value of the future monthly lease payments over the term of the lease amounted to $581,716. Current year depreciation amounted to $291,371. More detailed information about the Academy's capital assets is presented in note 4.E to the financial statements. LONG-TERM DEBT The Academy's outstanding lease payable balance at the end of the current year was $549,343. During the current year, the Academy entered into a new lease financing agreement with CSI Leasing. The present value of the future monthly lease payments over the term of the lease amounted to $581,716. During the year, principal payments totaling $291,426 were made on the outstanding lease obligations. More detailed information about the Academy's long-term liabilities is presented in note 4.E to the financial statements. CURRENT CONDITIONS AND FUTURE CONSIDERATIONS The Town of Westlake and Westlake Academy are committed to the education, safety, and wellbeing of our students, staff, and their families. As we continue to be mindful of the COVID-19 public health crisis, that began for us in March of 2020, our campus has been structured to enhance educational opportunities so that children will continue to learn and thrive. We continue to deploy a variety of safety measures that support a healthy campus as we continue to educate our students in a face-to-face learning environment. Westlake Population Growth: Over the past several years, our community has grown through the addition of new residential subdivisions and the construction of new homes within our existing neighborhoods. We are also within the heart of the Forth Worth -Dallas Metroplex, which has also experienced tremendous growth in residential units. This type of growth within our own community results in potentially greater enrollment of primary boundary students (those who live in the Westlake community). The regional growth will ultimately affect the extended boundary lottery wait list as more families seek admittance through the lottery. Public Education Funding: Funding of public education continues to remain a topic of discussion across the state and will be discussed in the 2023 Legislative Session. As we receive the majority of our funding from the State of Texas, we will continue to work with Westlake Academy administrators and our elected officials to identify key revenue and expenditure drivers for the Academy while assessing historical financial trends and their impact upon our financial stability. REI Westlake Academy MANAGEMENT'S DISCUSSIONAND ANALYSIS, Continued August 31, 2022 ECONOMIC FACTORS AND NEXT YEAR'S BUDGET AND RATES The Fiscal Year 2022-2023 budget was prepared with conservative revenue projections and expenditures that are targeted to create an exceptional learning environment designed for student success and a supportive culture for all Westlake Academy students and staff members to continuously develop their knowledge and skills. Student enrollment projections for budgeting purposes remains at the 2021-2022 level of 875 students. General Fund revenues are budgeted to increase by 3% over the actual revenues realized in FY22 due to the following increases and additions: • Increase in interest income and food service activity, • Increase in participation and donations through the Blacksmith Annual Campaign, • Increase in municipal contributions for Westlake Academy Foundation salaries and benefits, • Addition of municipal contributions for Westlake Academy operations. Total appropriations within the General Fund budget are estimated to reach $9,888,739, which is a cumulative decrease of 6% ($617,008) over actual expenditures in FY22. This change is primarily due to the addition of the new 3-year One -to -One Student iPad lease beginning July 2022 and the close-out costs of the prior lease. Additional changes in the Fiscal Year 2022-2023 adopted budget include: Payroll • An average of 6% earnings increase for all teachers, counselors, librarians, nurses, diagnosticians, and administrative and support staff, • An increase in Full -Time Equivalents by 3% to 106.26 positions, • Increase in athletic stipends, • Adding or reclassifying the following positions: 0 504 Coordinator (previously Special Education Teacher), o Secondary Math Specialist (part-time), o Dyslexia Specialist (part-time), o Bus driver (part-time). Professional & Contracted Services • An average 8% decrease in expenditures related to services rendered to the Academy by firms, individuals, and other organizations. Changes include: o Decrease in the annual contract with ESC Region 11 due to the implementation of PowerSchool for the student information system, o Discontinuation of executive search consultant contracts, o Changes in student support contracts for autism intervention, audiological, and physical therapy due to the changing needs in Special Education and 504 assessments. 15 Westlake Academy MANAGEMENT'S DISCUSSIONAND ANALYSIS, Continued August 31, 2022 Materials & Supplies • An average 18% decrease in expenditures associated with consumables used in the classroom and in the general operations of the campus, including: o Decreases in program -specific instructional supplies, o Decreases in technology -related supplies. • Decreases in supplies are primarily due to changes in purchasing requirements and the availability of instructional grants provided by the Westlake Academy Foundation. Miscellaneous Operating Costs • Less than a 1% change is associated with insurance, professional development travel, membership fees and dues, and other miscellaneous costs, including: o Travel and related professional development training, which was limited during FY21, has steadily increased throughout FY22 to in -person travel, while continuing to offer virtual professional development as a cost saving alternative, o Decreases in professional and organizational fees and dues, o One-time moving and living expense reimbursements provided to the Head of School Administrator, o Reduction in printing costs. Debt Service • Costs related to the new three-year lease for One -to -One student iPads will increase by approximately 1% with no anticipated change beyond FY 2022-2023, o The close-out costs of the prior lease and implementation/programming costs were recognized expenditures in FY22, • iPad maintenance and repair costs are self -funded through a $99 annual technology use fee paid by each student at the beginning of the school year. If the FY 2022-2023 budget estimates are realized, the Academy's General Fund's budgetary fund balance is expected to increase by $4,839, for a total of 54 operating days, by August 31, 2023. CONTACTING THE ACADEMY'S FINANCIAL MANAGEMENT This financial report is designed to provide our citizens, taxpayers, customers, and investors and creditors with a general overview of the Academy's finances and to demonstrate the Academy's accountability for the money it receives. If you have questions about this report or need additional financial information, contact the Director of Finance at (817) 490-5712 or the Academic Finance Manager at (817) 490-5737, or by writing to 1500 Solana Blvd, Building 7, Suite 7200, Westlake, Texas 76262. In BASIC FINANCIAL STATEMENTS 17 Westlake Academy STATEMENT OF NET POSITION (Page I of 2) August 31, 2022 Exhibit A-1 1 4 Primary Government Data Control Governmental Component Codes Activities Unit Assets Current assets: 1110 Cash and cash equivalents $ 1,415,306 $ 585,129 1120 Current investments - 2,159,631 1240 Due from other governments 715,151 - 1290 Other receivables, net 29,457 - 1410 Prepaids 77,138 4,141 Total Current Assets 2,237,052 2,748,901 Noncurrent assets: Capital assets: Net depreciable capital assets 549,398 - Total Noncurrent Assets 549,398 - 1000 Total Assets 2,786,450 2,748,901 Deferred Outflows of Resources 1705 Pension outflows 1,660,333 - 1705 OPEB outflows 508,312 - 1700 Total Deferred Outflows of Resources 2,168,645 - 18 Westlake Academy STATEMENT OF NET POSITION (Page 2 of 2) August 31, 2022 1 4 Primary Government Data Control Governmental Component Codes Activities Unit Liabilities Current liabilities: 2110 Accounts payable $ 192,039 $ 6,895 2160 Accrued wages payable 130,640 - 2180 Due to other governments 113,804 - 2200 Accrued expenditures 11,502 - 2300 Unearned revenue 74,497 - 2501 Long-term debt due within one year 185,083 - Total Current Liabilities 707,565 6,895 Noncurrent liabilities: 2502 Long-term debt due in more than one year 364,260 - 2540 Net pension liability 1,319,306 - 2545 OPEB liability 2,344,162 - Total Noncurrent Liabilities 4,027,728 - 2000 Total Liabilities 4,735,293 6,895 Deferred Inflows of Resources 2605 Pension inflows 1,654,042 - 2605 OPEB inflows 1,636,918 - 2600 Total Deferred Inflows of Resources 3,290,960 - Net Position 3200 Net investment in capital assets 55,866 - Restricted for: 3890 Donor stipulations 1,818 297,999 3900 Unrestricted (3,128,842) 2,444,007 3000 Total Net Position $ (3,071,158) $ 2,742,006 See Notes to Financial Statements. 19 Westlake Academy STATEMENT OF ACTIVITIES For the Year Ended August 31, 2022 Exhibit B-1 Data Control Codes Functions/Programs 11 12 13 21 23 31 33 35 36 41 51 52 53 61 71 IC Program Revenues 1 3 Charges for Expenses Services Primary Government Governmental Activities Instruction $ 6,243,385 $ 1,637 Instructional resources and media 197,026 15,525 Curriculum and staff development 152,125 - Instructional leadership 244,399 - School leadership 1,401,081 - Guidance, counseling, evaluations 567,216 - Health services 137,527 - Food service 51,779 5,823 Extracurricular activities 608,292 23,580 General administration 286,262 25,930 Facilities maintenance and operations 1,320,609 - Security and monitoring services 6,231 - Data processing services 336,010 - Community services 152,200 - Debt service - interest 23,221 - Total Primary Government $ 11,727,363 $ 72,495 Component Unit Westlake Academy Foundation Total Component Units $ See Notes to Financial Statements. 2,845,943 - 2,845,943 $ - Data Control Codes SF IE TR CN NB NE 20 Net (Expense) Revenue and Changes Program Revenues in Net Position 4 5 6 9 Primary Operating Capital Government Grants and Grants and Governmental Component Contributions Contributions Activities Unit $ 1,933,598 $ 504,483 $ (3,803,668) $ - 15,630 33,161 (132,710) - 383,320 - 231,195 - 12,333 - (232,066) - 81,378 16,090 (1,303,613) - 35,224 4,082 (527,910) - 53,677 12,737 (71,113) - 21,367 51,779 27,190 196,290 44,042 (344,380) - 68,940 10,239 (181,153) - 37,639 150,120 (1,132,850) - 13,258 - 7,027 - 8,059 11,732 (316,219) - - 2,540 (149,660) - - - (23,221) - $ 2,860,710 $ 841,005 $ (7,953,153) $ - 2,351,466 - (494,477) $ 2,351,466 $ - (494,477) General Revenues: State aid -formula grants 7,698,507 - Investment income 5,823 - Total General Revenues 7,704,330 - Change in Net Position (248,823) (494,477) Beginning Net Position (2,822,335) 3,236,483 Ending Net Position $ (3,071,158) $ 2,742,006 21 Westlake Academy BALANCE SHEET GOVERNMENTAL FUNDS August 31, 2022 Exhibit C-1 10 283 Nonmajor Data Control ESSER Governmental Codes General Fund Funds Assets 1100 Cash and cash equivalents $ 1,307,033 $ - $ 108,273 1240 Due from other governments 578,410 70,193 66,548 1260 Due from other funds 245,425 - - 1290 Other receivables, net 29,457 - - 1410 Prepaids 61,564 - 15,574 Total Assets $ 2,221,889 $ 70,193 $ 190,395 Liabilities 2110 Accounts payable $ 173,931 $ 15,101 $ 3,007 2160 Accrued wages payable 129,682 958 - 2170 Due to other funds - 132,270 113,155 2180 Due to other governments (Town of Westlake) 113,804 - - 2200 Accrued expenditures 11,395 107 - 2300 Unearned revenue - 74,497 - - Total Liabilities 503,309 148,436 116,162 Deferred Inflows of Resources Unavailable revenue - due from state - 70,193 33,191 Total Deferred Inflows of Resources - 70,193 33,191 Fund Balances Nonspendable: 3430 Prepaid items 61,564 - 15,574 Restricted for: 3490 Donor stipulations - - 1,818 Committed for: 3545 Campus activities - - 106,455 3600 Unassigned 1,657,016 (148,436) (82,805) 3000 Total Fund Balances 1,718,580 (148,436) 41,042 Total Liabilities. Deferred Inflows, and 4000 Fund Balances $ 2,221,889 $ 70,193 $ 190,395 See Notes to Financial Statements. 22 98 Total Governmental Funds $ 1,415,306 715,151 245,425 29,457 77,138 $ 2,482,477 $ 192,039 130,640 245,425 113,804 11,502 74,497 767,907 103,384 103,384 77,138 1,818 106,455 1,425, 775 1,611,186 $ 2,482,477 23 24 Westlake Academy RECONCILIATION OF THE BALANCE SHEET TO THE STATEMENT OF NET POSITION GOVERNMENTAL FUNDS August 31, 2022 Exhibit C-2 Fund Balances - Total Governmental Funds Adjustments for the Statement of Net Position: Capital assets used in governmental activities are not current financial resources and, therefore, not reported in the governmental funds. Capital assets - net depreciable Other long-term assets are not available to pay for current -period expenditures and, therefore, are deferred in the governmental funds Deferred inflows of resources, represents an acquisition of net position that applies to a future period(s) and so will not be recognized as an inflow of resources (revenues) until that time Pension inflows OPEB inflows Deferred outflows of resources, represent a consumption of net position that applies to a future period(s) and is not recognized as an outflow of resources (expense/ expenditures) until then Pension outflows OPEB outflows Some liabilities, including bonds payable and deferred charges, are not reported as liabilities in the governmental funds. Net pension liability OPEB liability Leases payable, current Leases payable, noncurrent Net Position of Governmental Activities $ 1,611,186 549,398 103,384 (1,654,042) (1,636,918) 1,660,333 508,312 (1,319,306) (2,344,162) (185,083) (364,260) $ (3,071,158) 25 Westlake Academy STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCE GOVERNMENTAL FUNDS For the Year Ended August 31, 2022 Exhibit C-3 10 283 Nonmajor Control ESSER Governmental Codes General Fund Funds Revenues 5700 Local and intermediate sources $ 1,438,576 $ - $ 698,020 5800 State program revenues 8,125,843 4,708 5900 Federal program revenues - 78,242 188,762 5020 Total Revenues 9,564,419 78,242 891,490 Expenditures Current: 0011 Instruction 5,602,228 77,643 403,454 0012 Instructional resources and media 150,924 - 14,288 0013 Curriculum and staff development 83,414 - 68,711 0021 Instructional leadership 243,020 - 3,961 0023 School leadership 1,377,222 - 29,559 0031 Guidance, counseling, evaluations 555,561 2,500 10,701 0033 Health services 73,468 45,872 5,513 0036 Extracurricular activities 248,241 - 317,184 0041 General administration 270,313 - 5,710 0051 Facilities maintenance and operations 1,110,044 22,420 38,775 0052 Security and monitoring services 5,793 - 438 0053 Data processing services 320,052 - 5,942 0061 Community services 151,461 - - Debt Service: 0071 Principal 291,426 - - 0072 Interest and fiscal charges 23,221 - - Total Expenditures 10,506,388 148,435 904,236 1100 Excess of Revenues Over (Under) Expenditures (941,969) (70,193) (12,746) Other Financing Sources (Uses) 7913 Leases (as lessee) 581,716 - - Total Other Financing Sources (Uses) 581,716 - - 1200 Net Change in Fund Balances (360,253) (70,193) (12,746) 0100 Beginning fund balances 2,078,833 (78,243) 53,788 3000 (Deficit) Ending Fund Balances $ 1,718,580 $ (148,436) $ 41,042 See Notes to Financial Statements. 26 98 Total Governmental Funds $ 2,136,596 8,130,551 267,004 10,534,151 6,083,325 165,212 152,125 246,981 1,406, 781 568,762 124,853 565,425 276,023 1,171,239 6,231 325,994 151,461 291,426 23,221 11,559,059 (1,024,908) 581,716 581,716 (443,192) 2,054,378 $ 1,611,186 27 w Westlake Academy RECONCILIATION OF THE STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES OF GOVERNMENTAL FUNDS TO THE STATEMENT OF ACTIVITIES For the Year Ended August 31, 2022 Exhibit C-4 Amounts reported for governmental activities in the statement of activities are different because: Net changes in fund balances - total governmental funds $ (443,192) Governmental funds report capital outlays as expenditures. However, in the statement of activities the cost of those assets is allocated over their estimated useful lives and reported as depreciation expense. Capital outlay - right to use assets 581,716 Depreciation expense (291,371) Revenues in the statement of activities that do not provide current financial resources are not reported as revenues in the funds. 103,384 Some expenses reported in the statement of activities do not require the use of current financial resources and, therefore, are not reported as expenditures in governmental funds. Pension expense (28,787) OPEB expense 119,717 The issuance of long-term debt (e.g., bonds, leases, certificates of obligation) provides current financial resources to governmental funds, while the repayment of the principal of long-term debt consumes the current financial resources of governmental funds. Neither transaction, however, has any effect on net position. Also, governmental funds report the effect of premiums, discounts, and similar items when they are first issued; whereas, these amounts are deferred and amortized in the statement of activities. This amount is the net effect of these differences in the treatment of long-term debt and related items. Principal payments on leases 291,426 Leases issued (581,716) Change in Net Position of Governmental Activities $ (248,823) See Notes to Financial Statements. 29 Westlake Academy STATEMENT OF FIDUCIARY NET POSITION FIDUCIARY FUNDS August 31, 2022 Exhibit D-1 Custodial Fund Student Activity Fund Assets Cash and cash equivalents $ 28,127 Prepaids 3,300 Total Assets 31,427 Liabilities Accounts payable 1,566 Unearned revenue 7,516 Total Liabilities 9,082 Net Position Held for student activities 22,345 Total Net Position $ 22,345 The notes to the financial statements are an integral part of this statement. 30 Westlake Academy STATEMENT OF CHANGES IN FIDUCIARY NET POSITION Exhibit D-2 Additions Local and intermediate sources Deductions Extracurricular activities Beginning net position FIDUCIARY FUNDS August 31, 2022 Custodial Fund Student Activity Fund $ 20,253 Total Additions 20,253 22,566 Total Deductions 22,566 Change in Fiduciary Net Position (2,313) Ending Net Position The notes to the financial statements are an integral part of this statement. 24,658 $ 22,345 31 32 Westlake Academy NOTES TO FINANCIAL STATEMENTS August 31, 2022 NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Westlake Academy (the "Academy"), a blended component unit of the Town of Westlake (the "Town"), is a Texas nonprofit corporation under Chapter 12, Subchapter D of the Education Code to provide education. The Town Council consists of six members and serves as the governing body for the Academy. Currently, all members of the Board are members of the Town's governing body. The Academy prepares its basic financial statements in conformity with generally accepted accounting principles promulgated by the Governmental Accounting Standards Board (the "GASB") and other authoritative sources identified in Statement on Auditing Standards No. 69 of the American Institute of Certified Public Accountants; and it complies with the requirements of the appropriate version of Texas Education Agency's Financial Accountability System Resource Guide (the "Resource Guide") and the requirements of contracts and grants of agencies from which it receives funds. The Town Council has the authority to set policy direction, appoint the Superintendent, and evaluate the success of the academic service delivery efforts. It also has the primary accountability for fiscal matters. Therefore, the Academy is a financial reporting entity as defined by the GASB in its Statement No.14, "The Financial Reporting Entity", as modified by GASB Statements No. 39 and 61. The more significant accounting policies of the Academy are described below. A. Description of Government -Wide Financial Statements The government -wide financial statements (i.e., the statement of net position and the statement of activities) report information on all of the nonfiduciary activities of the primary government and its component units. All fiduciary activities are reported only in the fund financial statements. Governmental activities, which normally are supported by taxes, intergovernmental revenues, and other nonexchange transactions, are reported separately from business -type activities, which rely to a significant extent on fees and charges to external customers for support. Likewise, the primary government is reported separately from certain legally separate component units for which the primary government is financially accountable. B. Financial Reporting Entity The accompanying financial statements present the government and its component units, entities for which the government is considered financially accountable. Blended component units, although legally separate entities, are, in substance, part of the government's operations. Discretely presented component units are reported in separate columns in the government -wide financial statements to emphasize that they are legally separate from the government. As required by accounting principles generally accepted in the United States of America, these financial statements include the primary government and organizations for which the primary 33 Westlake Academy NOTES TO FINANCIAL STATEMENTS, Continued August 31, 2022 government is financially accountable and other organizations for which the nature and significance of their relationship with the primary government are such that exclusion would cause the reporting entity's financial statements to be misleading or incomplete. The definition of the reporting entity is based primarily on the notion of financial accountability. A primary government is financially accountable for the organizations that make up its legal entity. It is also financially accountable for legally separate organizations if its officials appoint a voting majority of an organization's governing body and either it is able to impose its will on that organization or there is a potential for the organization to provide specific financial benefits to, or to impose specific financial burdens on, the primary government. A primary government may also be financially accountable for governmental organizations that are fiscally dependent on it. A primary government has the ability to impose its will on an organization if it can significantly influence the programs, projects, or activities of, or the level of services performed or provided by, the organization. A financial benefit or burden relationship exists if the primary government (a) is entitled to the organization's resources; (b) is legally obligated or has otherwise assumed the obligation to finance the deficits of, or provide financial support to, the organization; or (c) is obligated in some manner for the debt of the organization. Some organizations are included as component units because of their fiscal dependency on the primary government. An organization is fiscally dependent on the primary government if it is unable to adopt its budget, collect grants, set rates or charges, or issue bonded debt without approval by the primary government. Discretely Presented Component Units Westlake Academy Foundation The Westlake Academy Foundation (the "Foundation") is a 501(c)(3) nonprofit organization which was established exclusively for the purpose of supporting the Academy. This includes fundraising for and contributing raised funds to the Academy. The Foundation has been discretely presented in the accompanying financial statements and reported in a separate column to emphasize that it is legally separate from the Academy. Separate audited financial statements of the Foundation are available from the Academy/Town Finance Director's office, 1500 Solana Blvd, Building 7, Suite 7200, Westlake, Texas 76262. C. Basis of Presentation - Government -Wide and Fund Financial Statements The Statement of Net Position and the Statement of Activities are government -wide financial statements. They report information on all of the Academy's nonfiduciary activities with most of the interfund activities removed. Governmental activities include programs supported primarily by state and federal grants, the Foundation, and the Town. The Academy has no business -type 34 Westlake Academy NOTES TO FINANCIAL STATEMENTS, Continued August 31, 2022 activities that rely to a significant extent, on fees and charges for support. Neither fiduciary funds nor component units that are fiduciary in nature are included. The Statement of Activities demonstrates how other people or entities that participate in programs the Academy operates have shared in the payment of the direct costs. Direct expenses are those that are clearly identifiable with a specific function or segment. The "charges for services" column includes payments made by parties that purchase, use, or directly benefit from goods or services provided by a given function or segment of the Academy. The primary example is charges for athletic registration fees. The "grants and contributions" column includes amounts paid by organizations outside the Academy to help meet the operational or capital requirements of a given function. Examples include grants under the Elementary and Secondary Education Act. If revenue is not program revenue, it is general revenue used to support all of the Academy's functions. Interfund activities between governmental funds appear as due to and due from on the Governmental Fund Balance Sheet and as other resources and other uses on the Governmental Fund Statement of Revenues, Expenditures and Changes in Fund Balance. All interfund transactions between governmental funds are eliminated on the government -wide statements. The fund financial statements provide reports on the financial condition and results of operations for three fund categories: governmental, proprietary, and fiduciary. Since the resources in the fiduciary funds cannot be used for Academy operations, they are not included in the government -wide statements. The Academy considers some governmental funds major and reports their financial condition and results of operations in a separate column. D. Measurement Focus - Basis of Accounting and Financial Statement Presentation The government -wide financial statements are reported using the economic resources measurement focus and the accrual basis of accounting. Revenue is recorded when earned and expenses are recorded when a liability is incurred, regardless of the timing of related cash flows. Grants and similar items are recognized as revenue as soon as all eligibility requirements imposed by the provider have been met. Governmental fund financial statements use the current financial resources measurement focus and the modified accrual basis of accounting. With this measurement focus, only current assets, current liabilities, deferred inflows of resources, and fund balances are included on the balance sheet. Operating statements of these funds present net increases and decreases in current assets (i.e. revenues and other financing sources and expenditures and other financing uses). The modified accrual basis of accounting recognizes revenues in the accounting period in which they become both measurable and available and it recognizes expenditures in the accounting 35 Westlake Academy NOTES TO FINANCIAL STATEMENTS, Continued August 31, 2022 period in which the fund liability is incurred, if measurable. The expenditures related to certain compensated absences and claims and judgments are recognized when the obligations are expected to be liquidated with expendable available financial resources. The Academy considers all revenues available if they are collectible within 60 days after year-end. Miscellaneous revenues are recorded as revenue when received in cash because they are generally not measurable until actually received. Investment earnings are recorded as earned, since they are both measurable and available. Grant funds are considered to be earned to the extent of expenditures made under the provisions of the grant. Accordingly, when such funds are received, they are recorded as deferred inflows until related and authorized expenditures have been made. If balances have not been expended by the end of the project period, grantors sometimes require the Academy to refund all or part of the unused amount. The fiduciary funds utilize the accrual basis of accounting for purposes of asset and liability recognition. With this basis of accounting, all assets and all liabilities associated with the operation of these funds are included on the Statement of Fiduciary Net Position. Governmental Funds Governmental funds are those funds through which most governmental functions are typically financed. The government reports the following major governmental funds: General Fund The General Fund is the main operating fund of the Academy. This fund is used to account for all financial resources not accounted for in other funds. ESSER Fund The ESSER Fund accounts for federal stimulus ESSER III -Supplemental funds granted to the LEAs through the CRSSA Act to support the LEA's ability to operate, instruct its students, address learning loss, prepare schools for reopening, test, repair, and upgrade projects to improve air quality in school buildings during the coronavirus pandemic. 36 Westlake Academy NOTES TO FINANCIAL STATEMENTS, Continued August 31, 2022 Additionally, the Academy reports for the following nonmajor governmental funds: Nonmajor Governmental Funds These nonmajor Special Revenue Funds account for resources restricted to, or committed for, specific purposes by the Academy or a grantor in a Special Revenue Fund. Most federal and some state financial assistance is accounted for in a Special Revenue Fund and sometimes unused balances must be returned to the grantor at the close of specified project period. Fiduciary Funds Custodial Funds account for resources held for others in a custodial capacity. Fiduciary funds are reported in the fiduciary fund financial statements. However, because these assets are not available to support Academy programs, these funds are not included in the government -wide statements. The Academy's Custodial Fund is a Student Activity Fund. These activities are excluded from the school's government -wide financial statements because they cannot use these assets to finance their operations. D. Other Accounting Policies 1. The State of Texas (the "State') has created a state minimum personal leave program consisting of five days per year personal leave with no limit on accumulation and transferability among districts is provided for employees in accordance with 19 TAC §153.1021(d)(8). Each district's local board is required to establish a personal leave plan. It is the Academy's policy to permit employees to accumulate earned but unused state and local personal leave. There is no liability for unpaid accumulated personal leave since the Academy does not have a policy to pay any amounts when employees separate from service with the Academy. 2. The Data Control Codes refer to the account code structure prescribed by the Texas Education Agency (TEA) in the Financial Accountability System Resource Guide. TEA requires the Academy to display these codes in the financial statements filed with the Agency in order to ensure accuracy in building a statewide database for policy development and funding plan. 3. When an expenditure is incurred for purposes for which both restricted or unrestricted fund balance is available, the Academy considers restricted funds to have been spent first. When an expenditure is incurred for which committed, assigned, or unassigned fund balances are available, the Academy considers amounts to have been spent first out of committed funds, then assigned funds, and finally, unassigned funds. 4. The governmental fund financial statements present fund balances based on classifications that comprise a hierarchy that is based primarily on the extent to which the Academy is bound to honor constraints on the specific purposes for which amounts in the respective 37 Westlake Academy NOTES TO FINANCIAL STATEMENTS, Continued August 31, 2022 governmental funds can be spent. The classifications used in the governmental fund financial statements are as follows: • Nonspendable: This classification includes amounts that cannot be spent because they are either (a) not in spendable form or (b) are legally or contractually required to be maintained intact. • Restricted: This classification includes amounts for which constraints have been placed on the use of the resources either (a) externally imposed by creditors, grantors, contributors, or laws or regulations of other governments, or (b) imposed by law through constitutional provisions or enabling legislation. • Committed: This classification includes amounts that can be used only for specific purposes pursuant to constraints imposed by board resolution of the School Board, the Academy's highest level of decision -making authority. These amounts cannot be used for any other purpose unless the School Board removes or changes the specified use by taking the same type of action that was employed when the funds were initially committed. This classification also includes contractual obligations to the extent that existing resources have been specifically committed for use in satisfying those contractual requirements. • Assigned: This classification includes amounts that are constrained by the Academy's intent to be used for a specific purpose but are neither restricted nor committed. This intent can be expressed by the Finance Director and Superintendent. • Unassigned: This classification includes the residual fund balance for the General Fund. The unassigned classification also includes negative residual fund balance of any other governmental fund that cannot be eliminated by offsetting of assigned fund balance amounts. E. Assets, Liabilities, Deferred Outflows/Inflows, and Fund Equity or Net Position 1. Cash and Investments The funds of the Academy must be deposited and invested under the terms of a contract, contents of which are set out in the Depository Contract Law. The depository bank places approved pledged securities for safekeeping and trust with the Academy's agent bank in an amount sufficient to protect Academy funds on a day-to-day basis during the period of the contract. The pledge of approved securities is waived only to the extent of the depository bank's dollar amount of Federal Deposit Insurance Corporation ("FDIC") insurance. Westlake Academy NOTES TO FINANCIAL STATEMENTS, Continued August 31, 2022 At August 31, 2022, the carrying amount of the Academy's deposits (cash, certificates of deposit, and interest -bearing savings accounts included in temporary investments), including $28,127 recorded in the Custodial fund, was $1,443,433 and the bank balance was $1,504,072. The carrying amount of the Foundation's deposits was $585,129 as of August 31, 2022 and the bank balance was $655,786. The Academy cash deposits at August 31, 2022 and during the year then ended was entirely covered by FDIC insurance or the pledged collateral held by the Academy's agent bank in the Town of Westlake's name. The following is disclosed regarding the combined balances on the date of highest deposit: a. Depository: First Financial Bank b. The market value of securities pledged to the Town (inclusive of the Academy) as of the date of the highest combined balance on deposit on $48,037,325. c. The highest combined balances of cash, savings, and time deposit accounts amounted to $42,975,717 ($1,534,611 of which belonged to the Academy) on July 31, 2022. d. Total amount of FDIC coverage at the time of the highest combined balance was $250,000. The Public Funds Investment Act (Government Code Chapter 2256) contains specific provisions in the areas of investment practices, management reports and establishment of appropriate policies. Among other things, it requires the Academy to adopt, implement, and publicize an investment policy. That policy must address the following areas: (1) safety of principal and liquidity, (2) portfolio diversification, (3) allowable investments, (4) acceptable risk levels, (5) expected rates of return, (6) maximum allowable stated maturity of portfolio investments, (7) maximum average dollar -weighted maturity allowed based on the stated maturity date for the portfolio, (8) investment staff quality and capabilities, and (9) bid solicitation preferences for certificates of deposit. Statutes authorize the Academy to invest in (1) obligations of the U. S. Treasury, certain U. S. agencies, and the State of Texas; (2) certificates of deposit, (3) certain municipal securities, (4) money market savings accounts, (5) repurchase agreements, (6) bankers acceptances, (7) mutual funds, (8) investment pools, (9) guaranteed investment contracts, and (10) common trust funds. The Act also requires the Academy to have independent auditors perform test procedures related to investment practices as provided by the Act. The Academy is in substantial compliance with the requirements of the Act and with local policies. 2. Fair Value The Academy has applied Governmental Accounting Standards Board (GASB) Statement No. 72, Fair Value Measurement and Application. GASB Statement No. 72 provides guidance for determining a fair value measurement for reporting purposes and applying fair value to certain investments and disclosures related to all fair value measurements. 39 Westlake Academy NOTES TO FINANCIAL STATEMENTS, Continued August 31, 2022 3. Receivables and Interfund Transactions Transactions between funds that are representative of lendingiborrowing arrangements outstanding at the end of the year are referred to as either "interfund receivables/payables" (i.e., the current portion of interfund loans) or "advances to/from other funds" (i.e., the non -current portion of interfund loans). All other outstanding balances between funds are reported as "due to/from other funds" in the fund financial statements. If the transactions are between the primary government and its component unit, these receivables and payables are classified as "due to/from component unit/primary government." Any residual balances outstanding between the governmental activities and business -type activities are reported in the government -wide financial statements as "internal balances." 4. Prepaid Items Certain payments to vendors reflect costs applicable to future accounting periods (prepaid expenditures) are recognized as expenditures when utilized. 5. Capital Assets As the Academy constructs or acquires capital assets each period, including infrastructure assets, they are capitalized and reported at historical cost (except for intangible right -to -use lease assets, the measurement of which is discussed in note E.7. below). The reported value excludes normal maintenance and repairs, which are amounts spent in relation to capital assets that do not increase the asset's capacity or efficiency or increase its estimated useful life. Donated capital assets are recorded at acquisition value at the date of donation. Acquisition value is the price that would be paid to acquire an asset with equivalent service potential on the date of the donation. Intangible assets follow the same capitalization policies as tangible capital assets and are reported with tangible assets in the appropriate capital asset class. 6. Deferred Outflows/Inflows of Resources In addition to assets, the statement of financial position will sometimes report a separate section for deferred outflows of resources. This separate financial statement element, deferred outflows of resources, represents a consumption of net position that applies to a future period(s) and so will not be recognized as an outflow of resources (expense/ expenditure) until then. In addition to liabilities, the statement of financial position will sometimes report a separate section for deferred inflows of resources. This separate financial statement element, deferred inflows of resources, represents an acquisition of net position that applies to a future period(s) and so will not be recognized as an inflow of resources (revenue) until that time. The government has only one type of item, which arises only under a modified accrual basis of accounting that qualifies for reporting in this category. Accordingly, the item, unavailable revenue, is reported only in the .m Westlake Academy NOTES TO FINANCIAL STATEMENTS, Continued August 31, 2022 governmental funds balance sheet. The governmental funds may report unavailable revenues from grant revenues. These amounts are deferred and recognized as an inflow of resources in the period that the amounts become available. Deferred inflows of resources can also occur at the government wide level due to differences between investment gains and losses realized on pension investments compared to assumption used within the pension actuarial valuation model. 7. Leases The Academy is a lessee for a noncancellable lease of office equipment. The Academy recognizes a lease liability and an intangible right -to -use lease asset (lease asset) in the government -wide financial statements. The Academy recognizes lease liabilities with an individual value of $10,000 or more. At the commencement of a lease, the Academy initially measures the lease liability at the present value of payments expected to be made during the lease term. Subsequently, the lease liability is reduced by the principal portion of lease payments made. The lease asset is initially measured as the initial amount of the lease liability, adjusted for lease payments made at or before the lease commencement date, plus certain initial direct costs. Subsequently, the lease asset is amortized on a straight-line basis over its useful life. Key estimates and judgments related to leases include how the Academy determines (1) the discount rate it uses to discount the expected lease payments to present value, (2) lease term, and (3) lease payments. • The Academy uses the interest rate charged by the lessor as the discount rate. When the interest rate charged by the lessor is not provided, the Academy generally uses its estimated incremental borrowing rate as the discount rate for leases. • The lease term includes the noncancellable period of the lease. Lease payments included in the measurement of the lease liability are composed of fixed payments and purchase option price that the Academy is reasonably certain to exercise. The Academy monitors changes in circumstances that would require a remeasurement of its lease and will remeasure the lease asset and liability if certain changes occur that are expected to significantly affect the amount of the lease liability. Lease assets are reported with other capital assets and lease liabilities are reported with long-term debt on the statement of net position. 8. Pensions and OPEB ("Other Post -Employment Benefits") The fiduciary net position of the Teacher Retirement System of Texas (TRS) has been determined using the flow of economic resources measurement focus and full accrual basis of accounting. 41 Westlake Academy NOTES TO FINANCIAL STATEMENTS, Continued August 31, 2022 This includes for purposes of measuring the net pension liability, OPEB liability, deferred outflows of resources and deferred inflows of resources related to pensions/OPEB, pension/OPEB expense, and information about assets, liabilities and additions to/deductions from TRS fiduciary net position. Benefit payments (including refunds of employee contributions) are recognized when due and payable in accordance with the benefit terms. Investments are reported at fair value. 9. Net Position Flow Assumption Sometimes the government will fund outlays for a particular purpose from both restricted (e.g., restricted bond or grant proceeds) and unrestricted resources. In order to calculate the amounts to report as restricted - net position and unrestricted - net position in the government -wide and proprietary fund financial statements, a flow assumption must be made about the order in which the resources are considered to be applied. It is the government's policy to consider restricted - net position to have been depleted before unrestricted - net position is applied. 10. Estimates The preparation of financial statements, in conformity with generally accepted accounting principles, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenditures/expenses during the reporting period. Actual results could differ from those estimates. F. Revenues and Expenditures/Expenses Amounts reported as program revenues include 1) charges to services or applicants who purchase, use, or directly benefit from goods, services, or privileges provided by a given function or segment and 2) grants and contributions that are restricted to meeting the operational or capital requirements of a particular function or segment. All grants, including those dedicated for specific purposes, and other internally dedicated resources are reported as general revenues rather than as program revenues. NOTE 2. RECONCILIATION OF GOVERNMENT -WIDE AND FUND FINANCIAL STATEMENTS A. Explanation of certain differences between the governmental fund balance sheet and the government -wide statement of net position. The governmental fund balance sheet includes reconciliation between fund balance -total governmental funds and net position -governmental activities as reported in the government -wide statement of net position. One element of that reconciliation explains that long-term liabilities, 42 Westlake Academy NOTES TO FINANCIAL STATEMENTS, Continued August 31, 2022 including bonds, are not due and payable in the current period and, therefore, are not reported in the funds. B. Explanation of certain differences between the governmental fund statement of revenues, expenditures, and changes in fund balances and the government -wide statement of activities. The governmental fund statement of revenues, expenditures, and changes in fund balances includes a reconciliation between net changes in fund balances - total governmental funds and changes in net position of governmental states that, "the issuance of long-term debt (e.g., bonds) provides current financial resources to governmental funds, while the repayment of the principal of long-term debt consumes the current financial resources of governmental funds. Also, governmental funds report the effect of premiums, discounts, and similar items when debt is first issued, whereas these amounts are deferred and amortized in the statement of activities." NOTE 3. STEWARDSHIP, COMPLIANCE, AND ACCOUNTABILITY The Board of Trustees adopts an "appropriated budget" on a Generally Accepted Accounting Principles (GAAP) basis for the general fund. The general fund budget appears in Exhibit E-1. Prior to August 25 of the preceding fiscal year, the Academy prepares a budget for the next succeeding fiscal year beginning September 1. Prior to September 1, the budget is legally enacted through resolution by the Board. Once a budget is approved, it can only be amended at the object level by the staff. The function and fund level must be amended by approval of a majority of the members of the Board. Westlake Academy employees can amend the budget within each function as long as the total function expenditure remains the same as of the adopted budget. If the total budgeted function expenditure is amended and different from the adopted budget, the Board must approve that amendment. Appropriations lapse at the end of the year. During the fiscal year ended August 31, 2022, several supplemental budget appropriations were made. As of August 31, 2022, expenditures exceeded appropriations at the legal level of control (fund level) for the General fund in the amount of $451,774. 43 Westlake Academy NOTES TO FINANCIAL STATEMENTS, Continued August 31, 2022 A. Restricted Net Position The Academy records restricted net position on amounts with externally imposed restrictions (e.g., through donor stipulations) or restrictions imposed by law through constitutional provisions or enabling legislation. Total restricted net position for the primary government was $1,818. B. Deficit Fund Equity At August 31, 2022, the ESSER fund, IMA fund, and Local Grants fund had a deficit fund balances of $148,436, $35,812, and $32,013, respectively. The deficit balances will be eliminated in the future by decreasing expenditures and receiving additional grant funding. NOTE 4. DETAILED NOTES ON ALL FUNDS A. Deposits and Investments As of August 31, 2022, the Academy had the following investments: Weighted Carrying Average Maturity Investment Type Value (Years) External investment pools $ 105 0.07 Total fair value $ 105 Portfolio weighted average maturity 0.07 Credit risk: The Academy's investment policy limits investments to obligations of the United States, State of Texas, or their agencies and instrumentalities with an investment quality rating of not less than "A" or its equivalent, by a nationally recognized investment rating firm. Other obligations must be unconditionally guaranteed (either express or implied) by the full faith and credit of the United States Government or the issuing U.S. agency and investment pools with an investment quality not less than AAA or AAAm, or equivalent, by at least one nationally recognized rating service. As of August 31, 2022, TexPool's investments credit quality rating was AAAm (Standard & Poor's) Custodial credit risk — deposits: In the case of deposits, this is the risk that in the event of a bank failure, the Academy's deposits may not be returned to it. As of August 31, 2022, the Academy's deposits with financial institutions in excess of federal depository insurance were fully collateralized by the FDIC insurance and pledged collateral held by the Academy's agent bank in the Town of Westlake's name. Westlake Academy NOTES TO FINANCIAL STATEMENTS, Continued August 31, 2022 Custodial credit risk — investments: For an investment, this is the risk that, in the event of the failure of the counterparty, the Academy will not be able to recover the value of its investments or collateral securities that are in the possession of an outside party. The Academy's investment policy requires that it will seek to safeguard securities at financial institutions, avoiding physical possession. Further, all trades, where applicable, are executed by delivery versus payment to ensure that securities are deposited in the Academy's safeguard account prior to the release of funds. TexPool TexPool was established as a trust company with the Treasurer of the State of Texas as trustee, segregated from all other trustees, investments, and activities of the trust company. The State Comptroller of Public Accounts exercises oversight responsibility over TexPool. Oversight includes the ability to significantly influence operations, designation of management, and accountability for fiscal matters. Additionally, the State Comptroller has established an advisory board composed of both participants in TexPool and other persons who do not have a business relationship with TexPool. The advisory board members review the investment policy and management fee structure. Finally, Standard & Poor's rate TexPool AAAm. As a requirement to maintain the rating, weekly portfolio information must be submitted to Standard & Poor's, as well as to the office of the Comptroller of Public Accounts for review. At August 31, 2022, the fair value of the position in TexPool approximates fair value of the shares. There were no limitations or restrictions on withdrawals. B. Fair Value Measurements The Foundation categorizes its fair value measurements within the fair value hierarchy established by generally accepted accounting principles. The hierarchy is based on the valuation inputs used to measure the fair value of the asset. Level 1 inputs are quoted prices in active markets for identical assets; Level 2 inputs are significant other observable inputs; Level 3 inputs are significant unobservable inputs. Level Inputs to the valuation methodology are unadjusted quoted prices for identical assets or liabilities in active markets that the plan has the ability to access. Level 2 Inputs to the valuation methodology include • quoted prices for similar assets or liabilities in active markets; • quoted prices for identical or similar assets or liabilities in inactive markets; • inputs other than quoted prices that are observable for the asset or liability; and • inputs that are derived principally from our corroborated by observable market data by correlation or other means. 45 Westlake Academy NOTES TO FINANCIAL STATEMENTS, Continued August 31, 2022 If the asset or liability has a specified (contractual) term, the level 2 input must be observable for substantially the full term of the asset or liability. Level 3 Inputs to the valuation methodology are unobservable and significant to the fair value measurement. The asset's or liability's fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Valuation techniques used need to maximize the use of observable inputs and minimize the use of unobservable inputs. The following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at August 31, 2022. Marketable Equity Securities: Valued at the last reported daily price The preceding methods described may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, although the plan believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumption to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date. The following table sets forth by level, within the fair value hierarchy, the Foundation's fair value measurements at August 31, 2022. Investment Type Marketable equity securities: Equity Fixed income Total assets measured at fair value: Level Level Level Total $ 1,293,132 $ - $ - $ 1,293,132 S66,499 - - 866,499 $ 2,159,631 $ - $ - $ 2,159,631 Im Westlake Academy NOTES TO FINANCIAL STATEMENTS, Continued August 31, 2022 C. Receivables The following comprise receivable balances of the primary government at year end: Due to other governments State entitlements $ Federal agencies Other Total $ D. Capital Assets General 578,410 $ 29,457 607,867 $ Nonmajor ESSER Govt. Total 70,193 $ 70,193 $ 33,191 681,794 33,357 33,357 - 29,457 66,548 744,608 Capital asset activity for the year ended August 31, 2022, was as follows: Beginning Disposals / Ending Balances Increases Reclassifications Balances Capital assets, being depreciated: Right to use leased equipment 259,053 581,716 - 840,769 Total capital assets being depreciated 259,053 581,716 - 840,769 Less accumulated depreciation Right to use leased equipment - 291,371 - 291,371 Total accumulated depreciation - 291,371 - 291,371 Net capital assets being depreciated 259,053 290,345 - 549,398 Total Capital Assets $ 259,053 $ 290,345 $ - $ 549,398 Depreciation was charged to governmental functions as follows: 0011 Instruction $ 291,371 Total Governmental Activities Depreciation Expense $ 291,371 E. Long-term Debt — Lease Payable The Academy had a beginning lease liability balance of $259,053, which was paid in full during the year ending August 31, 2022. In addition, the Academy entered into a three-year lease agreement on July 1, 2022, as lessee for the acquisition and use of various Apple products and software licenses. The total initial lease liability for the agreement was recorded in the amount of $581,716. As of August 31, 2022, the value of the lease liability was $549,343. The Academy is required to make monthly principal/interest payments of $17,362. The lease has an interest rate of 5%. In addition, the office equipment has a three-year estimated useful life. The value of the 47 Westlake Academy NOTES TO FINANCIAL STATEMENTS, Continued August 31, 2022 right -to -use assets as of the end of the current fiscal year was $840,769 and had accumulated amortization of $235,560. The following summarizes the changes in lease payable during the year. Governmental Activities: Leases $ Total Governmental Activities $ Amounts Beginning Ending Due Within Balance Additions Reductions Balance One Year 259,053 $ 581,716 $ 259,053 $ 581,716 $ Long-term Liabilities Due in More than One Year (291,426) $ 549,343 $ 185,083 (291,426) $ 549,343 $ 185,083 $ 364,260 The annual requirements to amortize lease obligations as of August 31, 2022, are as follows: Governmental Activities Year Ending Leases August 31, Principal 2023 $ 185,083 $ 2024 194,552 2025 169,708 Total $ 549,343 $ Interest 23,264 13,795 3,913 Total Requirements $ 208,347 208,347 173,621 40,972 $ 590,315 F. Interfund Transactions The composition of interfund balances as of the year ended August 31, 2022 were as follows: Due to: Nonmajor Due from: ESSER Govt. Total General fund $ 132,270 $ 113,155 $ 245,425 Total $ 132,270 $ 113,155 $ 245,425 Interfund balances resulted from the timing difference between the dates that (1) interfund goods and services are provided or reimbursable expenditures occur, (2) transactions are recorded in the accounting system, and (3) payments between funds are made. All balances are expected to be paid in the subsequent year. Westlake Academy NOTES TO FINANCIAL STATEMENTS, Continued August 31, 2022 NOTE 5. OTHER INFORMATION A. Risk Management The Academy is exposed to various risk of loss related to torts, theft of, damage to and destruction of assets; errors and omissions; injuries to employees; and natural disasters for which the Academy carries commercial insurance. There were no settlements exceeding insurance coverage in the current fiscal year. B. Litigation and Contingencies The Academy is a party to various legal actions none of which is believed by administration to have a material effect on the financial condition of the Academy. Accordingly, no provision for losses has been recorded in the accompanying combined financial statements for such contingencies. The Academy participates in state and federal grant programs which are governed by various rules and regulations of the grantor agencies. Costs charged to the respective grant programs are subject to audit and adjustment by the grantor agencies; therefore, to the extent that the Academy has not complied with the rules and regulations governing the grants, if any, refunds of any money received may be required and the collectability of any related receivable at August 31, 2022 may be impaired. In the opinion of the Academy, there are no significant contingent liabilities relating to compliance with the rules and regulations governing the respective grants; therefore, no provision has been recorded in the accompanying combined financial statements for such contingencies. C. Defined Benefit Pension Plan Plan Description The Westlake Academy participates in a cost -sharing multiple -employer defined benefit pension that has a special funding situation. The plan is administered by the Teacher Retirement System of Texas (TRS). It is a defined benefit pension plan established and administered in accordance with the Texas Constitution, Article XVI, Section 67 and Texas Government Code, Title 8, Subtitle C. The pension trust fund is a qualified pension trust under Section 401(a) of the Internal Revenue Code. The Texas Legislature establishes benefits and contribution rates within the guidelines of the Texas Constitution. The pensions Board of Trustees does not have the authority to establish or amend benefit terms. Westlake Academy NOTES TO FINANCIAL STATEMENTS, Continued August 31, 2022 All employees of public, state -supported educational institutions in Texas who are employed for one-half or more of the standard workload and who are not exempted from membership under Texas Government Code, Title 8, Section 822.002 are covered by the system. Pension Plan Fiduciary Net Position Detail information about the Teacher Retirement System's fiduciary net position is available in a separately issued Annual Comprehensive Financial Report (ACFR) that includes financial statements and required supplementary information. That report may be obtained on the Internet at httpse//www.trs.texas, ov/Pales/about publications.as x ; by writing to TRS at 1000 Red River Street, Austin, TX, 78701-2698, or by calling (512) 542-6592. Benefits Provided TRS provides service and disability retirement, as well as death and survivor benefits, to eligible employees (and their beneficiaries) of public and higher education in Texas. The pension formula is calculated using 2.3 percent (multiplier) times the average of the five highest annual creditable salaries times years of credited service to arrive at the annual standard annuity except for members who are grandfathered, the three highest annual salaries are used. The normal service retirement is at age 65 with 5 years of credited service or when the sum of the member's age and years of credited service equals 80 or more years. Early retirement is at age 55 with 5 years of service credit or earlier than 55 with 30 years of service credit. There are additional provisions for early retirement if the sum of the member's age and years of service credit total at least 80, but the member is less than age 60 or 62 depending on date of employment, or if the member was grandfathered in under a previous rule. There are no automatic post -employment benefit changes; including automatic COLAs. Ad hoc post -employment benefit changes, including ad hoc COLAs can be granted by the Texas Legislature as noted in the Plan description in (A) above. Texas Government Code section 821.006 prohibits benefit improvements, if, as a result of the particular action, the time required to amortize TRS unfunded actuarial liabilities would be increased to a period that exceeds 31 years, or, if the amortization period already exceeds 31 years, the period would be increased by such action. Actuarial implications of the funding provided in the manner are determined by the System's actuary. Contributions Contribution requirements are established or amended pursuant to Article 16, section 67 of the Texas Constitution which requires the Texas legislature to establish a member contribution rate of not less than 6 percent of the member's annual compensation and a state contribution rate of not less than 6 percent and not more than 10 percent of the aggregate annual compensation paid to members of the system during the fiscal year. 50 Westlake Academy NOTES TO FINANCIAL STATEMENTS, Continued August 31, 2022 Employee contribution rates are set in state statute, Texas Government Code 825.402. The TRS Pension Reform Bill (Senate Bill 12) of the 86th Texas Legislature amended Texas Government Code 825.402 for member contributions and increased employee and employer contribution rates for fiscal years 2020 thru 2025. Schedule of Contribution Rates Contribution Rates 2021 (Rate) 2022 (Rate) Member 7.7% 8.0% Non -employer contributing entity (State) 7.5% 7.75% Employers 7.5% 7.75% The employer and member contributions for the Academy's fiscal year 2022 amounted to $272,001 $497,049, respectively. The State's contributions for plan year 2021 (measurement year) amounted to $334,493. Contributors to the plan include members, employers and the State of Texas as the only non - employer contributing entity. The State is the employer for senior colleges, medical schools and state agencies including TRS. In each respective role, the State contributes to the plan in accordance with state statutes and the General Appropriations Act (GAA). As the non -employer contributing entity for public education and junior colleges, the State of Texas contributes to the retirement system an amount equal to the current employer contribution rate times the aggregate annual compensation of all participating members of the pension trust fund during that fiscal year reduced by the amounts described below which are paid by the employers. Employers (public school, junior college, other entities or the State of Texas as the employer for senior universities and medical schools) are required to pay the employer contribution rate in the following instances: • On the portion of the member's salary that exceeds the statutory minimum for members entitled to the statutory minimum under Section 21.402 of the Texas Education Code. • During a new member's first 90 days of employment. • When any or all of an employee's salary is paid by federal funding sources, a privately sponsored source, from non -educational and general, or local funds. • When the employing district is a public junior college or junior college district, the employer shall contribute to the retirement system an amount equal to 50 percent of the state contribution rate for certain instructional or administrative employees; and 100 percent of the state contribution rate for all other employees In addition to the employer contributions listed above, there is an additional surcharge an employer is subject to. 51 Westlake Academy NOTES TO FINANCIAL STATEMENTS, Continued August 31, 2022 • All public schools, charter schools, and regional educational service centers must contribute 1.6 percent of the member's salary beginning in fiscal year 2021, gradually increasing to 2 percent in fiscal year 2025. • When employing a retiree of the Teacher Retirement System, the employer shall pay both the member contribution and the state contribution as an employment after retirement surcharge. Actuarial Assumptions The Total Pension Liability in the August 31, 2021 actuarial valuation was determined using the following actuarial assumptions: Valuation Date Actuarial Cost Method Asset Valuation Method Single Discount Rate Investment Rate of Return Municipal Bond Rate as of August 2020 Inflation Overall payroll growth Active mortality rates August 31, 2021 rolled forward to August 31, 2022 Individual entry age normal Market value 7.25% 7.25% 2.33% as reported in Fidelity Index's 20-year Municipal GO 2.30% per year 3.05% to 9.05%, including inflation Based on 90% of the RP 2014 Employing Mortality Tables for males and females with full generational mortality. The post - retirement mortality rates for healthy lives were based on the 2018 TRS of Texas Health Pensioner Mortality Tables with full generational projection using the ultimate improvement rates from the most recently published projective scale U-MP. The actuarial methods and assumptions are used in the determination of the total pension liability are the same assumptions used in the actuarial valuation as of August 31, 2020. For a full description of these assumptions please see the actuarial valuation report dated November 9, 2020. Discount Rate A single discount rate of 7.25 percent was used to measure the total pension liability. The single discount rate was based on the expected rate of return on plan investments of 7.25 percent. The projection of cash flows used to determine this single discount rate assumed that contributions 52 Westlake Academy NOTES TO FINANCIAL STATEMENTS, Continued August 31, 2022 from active members, employers and the non -employer contributing entity will be made at the rates set by the legislature during the 2019 session. It is assumed that future employer and state contributions will be 8.50 percent of payroll in fiscal year 2020 gradually increasing to 9.55 percent of payroll over the next several years. This includes all employer and state contributions for active and rehired retirees. Based on those assumptions, the pension plans fiduciary net position was projected to be available to make all future benefit payments of current plan members. Therefore, the long-term expected rate of return on pension plan investments was applied to all periods of projected benefit payments to determine the total pension liability. The long-term rate of return on pension plan investments is 7.25 percent. The long-term expected rate of return on pension plan investments was determined using a building-block method in which best estimates ranges of expected future real rates of return (expected returns, net of pension plan investment expense and inflation) are developed for each major asset class. These ranges are combined to produce the long-term expected rate of return by weighting the expected future real rates of return by the target asset allocation percentage and by adding expected inflation. Best estimates of geometric real rates of return for each major asset class as of August 31, 2021 are summarized in the following table: Asset Class Target Allocation Long -Term Expected Real Rate of Return (Geometric) Expected Contribution to Long -Term Portfolio Returns Global Equity 54.0% 18.9% 3.87% Stable Value 21.0% 3.10% 0.13% Real Return 21.0% 15.60% 1.63% Risk Parity 8.0% 2.80% 0.28% Asset Allocation Leverage (4.0) % (1.20) % 2.22% Inflation 2.20% Volatility Drag (0.95) % Total 100.0% Discount Rate Sensitivity Analysis The following table presents the Net Pension Liability of the plan using the discount rate of 7.25%, and what the net pension liability would be if it were calculated using a discount rate that is one percentage point lower (6.25%) or one percentage point higher (8.25%) than the current rate. 53 Westlake Academy NOTES TO FINANCIAL STATEMENTS, Continued August 31, 2022 1% Decrease 6.25% Discount Rate 7.25% 1% Increase 8.25% Academy's proportionate share of the net pension $ 2,882,892 $ 1,319,306 $ 50,762 Pension Expense and Deferred Outflows of Resources and Deferred Inflows of Resources Related to Pensions: At August 31, 2022, the Academy reported a liability of $1,319,306 for its proportionate share of the TRS's net pension liability. This liability reflects a reduction for State pension support provided to the Academy. The amount recognized by the Academy as its proportionate share of the net pension liability, the related State support, and the total portion of the net pension liability that was associated with the Academy were as follows: Academy's proportionate share of the collective net pension liability $1,319,306 State's proportionate share that is associated with Academy 1,996,109 Total $3,315,415 The net pension liability was measured as of August 31, 2021 and the total pension liability used to calculate the net pension liability was determined by an actuarial valuation as August 31, 2020 rolled forward to August 31, 2021. The Academy's proportion of the net pension liability was based on the Academy's contributions to the pension plan relative to the contributions of all employers to the plan for the period September 1, 2020 thru August 31, 2021. At August 31, 2021, the employer's proportion of the collective net pension liability was 0.0051806% which was a decrease of 0.000397% from its proportion measured as of August 31, 2020. Changes since the Prior Measurement Date There were no changes in assumptions or benefit terms that affected measurement of the total pension liability since the prior measurement date. For the year ended August 31, 2022, the Academy recognized pension expense of $308,768 and revenue of $7,980 for support provided by the State. At August 31, 2022, the Academy reported deferred outflows and inflows of resources related to pensions from the following sources: 54 Westlake Academy NOTES TO FINANCIAL STATEMENTS, Continued August 31, 2022 Differences between expected and actual economic experience $ Changes in actuarial assumptions Difference between projected and actual investment earnings employer's contributions and proportionate share of contributions Contributions subsequent to the measurement date Total Deferred Outflows of Resources Deferred Inflows of Resources 2,208 $ 92,880 466,349 203,288 81,946 1,188,166 837,829 169,708 272,001 - $ 1,660,333 $ 1,654,042 Deferred outflows of resources related to pensions resulting from contributions subsequent to the measurement date of $272,001 will be recognized as a reduction of the net pension liability for the year ending August 31, 2023. Other amounts reported as deferred outflows and inflows of resources related to pensions will be recognized in pension expense as follows: Year ended August 31: 2023 $ 1,275 2024 (4,490) 2025 (96,237) 2026 (171,682) 2027 17,031 Thereafter (11,607) $ (265,710) D. Health Care Coverage During the period ended August 31, 2021, employees of the Academy who met minimum eligibility requirements were covered by a state-wide health care plan, TRS Active Care. The Academy's participation in this plan is renewed annually. The Academy paid into the Plan $397 per month per employee and $322 per month when the employee works less than 30 hours per week if eligible to enroll in TRS Active Care. Employees, at their option, pay premiums for any coverage above these amounts as well as for dependent coverage. The Teacher Retirement System (TRS) manages TRS Active Care. The medical plan is administered by Aetna, and Caremark Health administers the prescription drug plan. The 55 Westlake Academy NOTES TO FINANCIAL STATEMENTS, Continued August 31, 2022 latest financial information on the state-wide plan may be obtained by writing to the TRS Communications Department, 1000 Red River Street, Austin, Texas 78701, by calling the TRS Communications Department at 1-800-223-8778, or by downloading the report from the TRS Internet website, www.trs.state.tx.us, under the TRS Publications heading. E. Defined Other Post Employment Benefit Plan Plan Description The Academy participates in the Texas Public School Retired Employees Group Insurance Program (TRS-Care). It is a multiple -employer, cost -sharing defined Other Post -Employment Benefit (OPEB) plan that has a special funding situation. The plan is administered through a trust by the Teacher Retirement System of Texas (TRS) Board of Trustees. It is established and administered in accordance with the Texas Insurance Code, Chapter 1575. OPEB Plan Fiduciary Net Position Detail information about the TRS-Care's fiduciary net position is available in the separately - issued TRS Comprehensive Annual Financial Report that includes financial statements and required supplementary information. That report may be obtained on the Internet at httD://www.trs.state.tx.usLaboutLdocuments/cafr.r)df#CAFIZ; by writing to TRS at 1000 Red River Street, Austin, TX, 78701-2698; or by calling (512) 542-6592. Benefits Provided TRS-Care provides a basic health insurance coverage (TRS-Care 1), at no cost to all retirees from public schools, charter schools, regional education service centers and other educational academies who are members of the TRS pension plan. Optional dependent coverage is available for an additional fee. Eligible retirees and their dependents not enrolled in Medicare may pay premiums to participate in one of two optional insurance plans with more comprehensive benefits (TRS- Care 2 and TRS-Care 3). Eligible retirees and dependents enrolled in Medicare may elect to participate in one of the two Medicare health plans for an additional fee. To qualify for TRS- Care coverage, a retiree must have at least 10 years of service credit in the TRS pension system. The Board of Trustees is granted the authority to establish basic and optional group insurance coverage for participants as well as to amend benefit terms as needed under Chapter 1575.052. There are no automatic post -employment benefit changes; including automatic COLAs. 56 Westlake Academy NOTES TO FINANCIAL STATEMENTS, Continued August 31, 2022 The premium rates for the optional health insurance are based on years of service of the member. The schedule below shows the monthly rates for a retiree with and without Medicare coverage. TRS-Care Monthly Premium Rates Medicare Non -Medicare Retiree or Suviving Spouse Retiree and Spouse Retiree or Suviving Spouse and Children Retiree and Family Contributions $ 135 $ 200 529 689 468 408 1,020 999 Contribution rates for the TRS-Care plan are established in state statute by the Texas Legislature, and there is no continuing obligation to provide benefits beyond each fiscal year. The TRS-Care plan is currently funded on a pay-as-you-go basis and is subject to change based on available funding. Funding for TRS-Care is provided by retiree premium contributions and contributions from the state, active employees, and schools based upon school payroll. The TRS Board of trustees does not have the authority to set or amend contribution rates. Texas Insurance Code, section 1575.202 establishes the state's contribution rate which is 1.25% of the employee's salary. Section 1575.203 establishes the active employee's rate which is .65% of pay. Section 1575.204 establishes an employer contribution rate of not less than 0.25% or not more than 0.75% of the salary of each active employee of the public. The actual employer contribution rate is prescribed by the Legislature in the General Appropriations Act. The following table shows contributions to the TRS-Care plan by type of contributor. Schedule of Contribution Rates Contribution Rates 2021 (Rate) 2022 (Rate) Active employee 0.65% 0.65% Non -employer contributing entity (State) 1.25% 1.25% Employers 0.75% 0.75% Federal/Private Funding 1.25% 1.25% The employer and member contributions for the Academy's fiscal year 2022 amounted to $54,054 and $40,386, respectively. The State's contributions for plan year 2021 (measurement year) amounted to $63,606. 57 Westlake Academy NOTES TO FINANCIAL STATEMENTS, Continued August 31, 2022 In addition to the employer contributions listed above, there is an additional surcharge all TRS employers are subject to (regardless of whether or not they participate in the TRS Care OPEB program). When employers hire a TRS retiree, they are required to pay to TRS Care, a monthly surcharge of $535 per retiree. TRS-Care received supplemental appropriations from the State of Texas as the Non - Employer Contributing Entity in the amount of $5,520,343 in fiscal year 2021 for consumer protections against medical and health care billing by certain out -of -network providers. Actuarial assumptions: The actuarial valuation of the total OPEB liability was performed as of August 31, 2020. Update procedures were used to roll forward the total OPEB liability to August 31, 2021. The actuarial valuation of the OPEB plan offered through TRS-Care is similar to the actuarial valuation performed for the pension plan, except that the OPEB valuation is more complex. The following assumptions used for the valuation of the TRS-Care OPEB liability are identical to the assumptions employed in the August 31, 2021 TRS annual pension actuarial valuation (dated August 31, 2020, rolled forward to August 31, 2021): The active mortality rates were based on 90 percent of the RP-2014 Employee Mortality Tables for males and females. The post -retirement mortality rates for healthy lives were based on the 2018 TRS of Texas Healthy Pensioner Mortality Tables, with full generational projection using the ultimate improvement rates from the mortality projection scale MP- 2018. Actuarial cost method Inflation Discount rate Election rates Healthcare trend rates Administrative expenses Individual entry age normal 2.3% per year 1.95%, as reported in Fidelity Index's 20-year Municipal GO AA Index as of August 31, 2021 Normal Retirement; 65% participation prior to age 65 and 40% after age 65. 25% of pre-65 retirees are assumed to discontinue coverage at age 65. 9% for Medicare retirees and 7.30% for non - Medicare retirees Third -party administrative expenses related to the delivery of health care benefits are included in the age -adjusted claims costs. Westlake Academy NOTES TO FINANCIAL STATEMENTS, Continued August 31, 2022 Discount Rate: A single discount rate of 1.95% was used to measure the total OPEB liability at August 31, 2021. This was a decrease of 0.38% in the discount rate since the previous measurement date. Because the plan is essentially a "pay-as-you-go" plan, the single discount rate is equal Page 1 4 to the prevailing municipal bond rate. The projection of cash flows used to determine the discount rate assumed that contributions from active members and those of the contributing employers and the nonemployer contributing entity are made at the statutorily required rates. Based on those assumptions, the OPEB plans fiduciary net position was projected to not be able to make all future benefit payments of current plan members. Therefore, the municipal bond rate was used for the long-term rate of return and was applied to all periods of projected benefit payments to determine the total OPEB liability. The source of the municipal bond rate is the Fidelity "20-year Municipal GO AA Index' as of August 31, 2021 using the Fixed Income Market Data/Yield Curve/ Data Municipal bonds with 20 years to maturity that include only federally tax-exempt municipal bonds. Discount Rate Sensitivity Analysis The following presents the total OPEB liability of the Academy, calculated using the discount rate of 1.95%, as well as what the Academy's total OPEB liability (asset) would be if it were calculated using a discount rate that is 1-percentage-point lower (0.95%) or 1- percentage-point higher (2.95%) than the current rate: 1% Decrease Discount Rate 1% Increase 0.95% 1.95% 2.95% Academy's proportionate share of the net OPEB liability $ 2,827,599 $ 2,344,162 $ 1,963,681 Healthcare Cost Trend Rates Sensitivity Analysis The following presents the net OPEB liability of the plan using the assumed healthcare cost trend rate, as well as what the net OPEB liability would be if it were calculated using a trend rate that is one -percentage point lower or one -percentage point higher than the assumed healthcare cost trend rate. 1% Decrease 1% Increase in Trend Rate Trend Rate in Trend Rate Academy's proportionate share of the net OPEB liability $ 1,898,694 $ 2,344,162 $ 2,941,870 59 Westlake Academy NOTES TO FINANCIAL STATEMENTS, Continued August 31, 2022 OPEB Expense and Deferred Outflows of Resources and Deferred Inflows of Resources Related to OPEBs At August 31, 2022, the Academy reported a liability of $2,344,162 for its proportionate share of the TRS's Net OPEB Liability. This liability reflects a reduction for State OPEB support provided to the Academy. The amount recognized by the Academy as its proportionate share of the net OPEB liability, the related State support, and the total portion of the net OPEB liability that was associated with the Academy were as follows: Academy's proportionate share of the collective net OPEB liability $2,344,162 State's proportionate share that is associated with Academy 3,140,655 Total $5,484,817 The Net OPEB Liability was measured as of August 31, 2021 and the Total OPEB Liability used to calculate the Net OPEB Liability was determined by an actuarial valuation as of August 31, 2020 rolled forward to August 31, 2021. The employer's proportion of the Net OPEB Liability was based on the employer's contributions to the OPEB plan relative to the contributions of all employers to the plan for the period September 1, 2020 thru August 31, 2021. At August 31, 2021 the employer's proportion of the collective Net OPEB Liability was .0060770% which was a decrease of .00001167% the same proportion measured as of August 31, 2020. Changes Since the Prior Actuarial Valuation The following were changes to the actuarial assumptions or other inputs that affected measurement of the Total OPEB liability since the prior measurement period. • The discount rate decreased from 2.33% as of August 31, 2020 to 1.95% as of August 31, 2021. This change increased the total OPEB liability. Changes of Benefit Terms Since the Prior Measurement Date — There were no changes in benefit terms since the prior measurement date. For the year ended August 31, 2021, the Academy recognized OPEB expense of ($181,577) and revenue of ($115,914) for support provided by the State. Westlake Academy NOTES TO FINANCIAL STATEMENTS, Continued August 31, 2022 At August 31, 2022, the Academy reported deferred outflows of resources and deferred inflows of resources related to the OPEB liability from the following sources: Differences between expected and actual economic experience Changes in actuarial assumptions Difference between projected and actual investment earnings employer's contributions and proportionate share of contributions Contributions subsequent to the measurement date Total Deferred Deferred Outflows Inflows of Resources of Resources $ 100,927 $ 1,134,738 259,643 495,747 2,576 31 91,112 6,402 54,054 - $ 508,312 $ 1,636,918 The Academy reported $54,054 as deferred outflows of resources related to OPEB resulting from contributions subsequent to the measurement date that will be recognized as a reduction of the net OPEB liability for the year ending August 31, 2023. Other amounts reported as deferred outflows of resources related to OPEB will be recognized in OPEB expense as follows: Year ended August 31: 2023 $ (233,896) 2024 (233,955) 2025 (233,940) 2026 (172,234) 2027 (88,696) Thereafter (219,939) $ (1,182,660) F. Related Party Transactions The Westlake Academy Foundation contributed $1,654,044 to the Academy during the fiscal year ended August 31, 2022. 61 Westlake Academy NOTES TO FINANCIAL STATEMENTS, Continued August 31, 2022 G. Donated Use of Facilities The Academy currently operates in facilities that are capital assets of the Town. The Academy is not required by the Town to pay rent for the use of those facilities; however, the Academy recognizes the value of the use received, $841,005, in the government -wide statement of activities as capital grants and contributions and as expense allocated to the various functions. H. Restatement Due to the implementation of GASB Statement No. 87, Leases, the Academy restated beginning net position for governmental activities. The restatement of net position is as follows: Prior year ending net position, as reported Adoption of GASB 87 - lease payable Adoption of GASB 87 - right to use assets Restated beginning net position I. Subsequent Events Governmental Activities $ (3,025,239) (56,149) 259,053 $ (2,822,335) There were no material subsequent events through January 26, 2023, the date the financial statements were issued. 62 REQUIRED SUPPLEMENTARY INFORMATION 63 Westlake Academy SCHEDULE OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCE - BUDGET AND ACTUAL GENERAL FUND For the Year Ended August 31, 2022 Exhibit E-1 Data Control Original Codes Budget Final Budget Actual Revenues 5700 Local and intermediate sources $ 1,262,371 $ 1,378,581 $ 1,438,576 5800 State program revenues 8,109,375 8,030,969 8,125,843 5020 Total Revenues 9,371,746 9,409,550 9,564,419 Expenditures Current: 0011 Instruction 4,884,668 5,558,889 5,602,228 0012 Instructional resources and media 135,797 184,754 150,924 0013 Curriculum and staff development 55,795 93,417 83,414 0021 Instructional leadership 225,326 222,822 243,020 0023 School leadership 1,258,754 1,265,782 1,377,222 0031 Guidance, counseling, evaluations 618,426 535,792 555,561 0033 Health services 81,257 73,989 73,468 0036 Extracurricular activities 228,089 226,485 248,241 0041 General administration 241,964 246,764 270,313 0051 Facilities maintenance and operations 967,763 960,227 1,110,044 0052 Security and monitoring services 26,800 26,000 5,793 0053 Data processing services 356,879 299,756 320,052 0061 Community services 143,543 137,715 151,461 Debt service: 0071 Principal 207,922 199,001 291,426 0072 Interest - 23,221 23,221 Total Expenditures 9,432,983 10,054,614 10,506,388 Revenues Over (Under) 1100 Expenditures (61,237) (645,064) (941,969) Other Financing Sources (Uses) 7913 Leases (as lessee) - 581,716 581,716 Total Other Financing Sources - 581,716 581,716 1200 Net Change in Fund Balance $ (61,237) $ (63,348) (360,253) 0100 Beginning fund balance 2,078,833 3000 Ending Fund Balance $ 1,718,580 Notes to Required Supplementary Information 1. Annual budgets are adopted on a basis consistent with generally accepted accounting principles (GAAP). * Expenditures exceeded appropriations at the legal level on control. z Variance with Final Budget Positive (Negative) $ 59,995 94,874 154,869 (43,339) 33,830 10,003 (20,198) (111,440) (19,769) 521 (21,756) (23,549) (149,817) 20,207 (20,296) (13,746) (92,425) (451,774) (296,905) $ (296,905) 65 Westlake Academy NOTES TO THE BUDGETARY COMPARISON SCHEDULE For the Year Ended August 31, 2022 Budgetary Information The Board of Trustees adopts an "appropriated budget" on a GAAP basis for the General Fund. The Academy is required to present the adopted and final amended budgeted revenues and expenditures for this fund. The General Fund budget appears in Exhibit E-1. The following procedures are followed in establishing the budgetary data: Prior to August 25 of the preceding fiscal year, the Academy prepares a budget for the next succeeding fiscal year beginning September 1. The operating budget includes proposed expenditures and the means of financing them. 2. A meeting of the Board of Trustees is then called for the purpose of adopting the proposed budget. Prior to September 1, the budget is legally enacted through resolution by the Board. Once a budget is approved, it can only be amended at the object by the staff, function and fund level must be amended by approval of a majority of the members of the Board. Amendments are presented to the Board at its regular meetings. Each amendment made before the fact, is reflected in the official minutes of the Board, and is not made after fiscal year end. 4. Westlake Academy employees can amend the budget within each function as long as the total function expenditure remains the same as adopted budget. If the total budgeted function expenditure is amended and different from adopted budget, the Board must approve the amendment. All budget appropriations lapse at year end. 67 Westlake Academy SCHEDULE OF ACADEMY'S PROPORTIONATE SHARE OF NET PENSION LIABILITY TEACHER RETIREMENT SYSTEM OF TEXAS Years Ended: Exhibit E-2 8/31/2021 8/31/2020 8/31/2019 Academy's proportion of the net pension liability 0.0051806% 0.0055779% 0.0028912% Academy's proportionate share of net pension liability $ 1,319,306 $ 2,987,427 $ 1,502,914 State's proportionate share of net pension liability associated with Westlake Academy 1,996,109 4,112,478 5,272,547 Total $ 3,315,415 $ 7,099,905 $ 6,775,461 Covered payroll $ 6,119,043 $ 5,984,542 $ 5,534,431 Academy's proportionate share of net pension liability as a percentage of covered payroll 21.56% 49.92% 27.16% Plan fiduciary net position as a percentage of total pension liability 88.79% 75.54% 75.24% Notes to schedule: 1) Only eight years of data is presented in accordance with GASB #68, paragraph 138. "The information for all periods for the 10-year schedules that are required to be presented as required supplementary information may not be available initially. In these cases, during the transition period, that information should be presented for as many years as are available. The schedules should not include information that is not measured in accordance with the requirements of this Statement. 8/31/2018 8/31/2017 8/31/2016 8/31/2015 8/31/2014 i 0.0027061% 0.0028012% 0.0027822% 0.0030945% 0.0007190% $ 1,489,525 $ 895,663 $ 1,051,346 $ 1,093,865 $ 192,056 5,571,598 3,480,057 4,035,754 3,667,893 2,965,583 $ 7,061,123 $ 4,375,720 $ 5,087,100 $ 4,761,758 $ 3,157,639 $ 5,289,916 $ 5,391,515 $ 5,094,571 $ 4,784,695 $ 4,300,931 28.16% 16.61% 20.64% 22.86% 4.47% 73.74% 82.17% 78.00% 78.43% 83.25% Westlake Academy SCHEDULE OF EMPLOYER CONTRIBUTIONS TO PENSION PLAN TEACHER RETIREMENT SYSTEM OF TEXAS Years Ended: Exhibit E-3 Statutorily required contributions Actual contributions in relation to statutorily required contributions Contribution deficiency (excess) Academy's covered payroll Contributions as a percentage of Academy's covered payroll $ 272,001 $ 222,306 $ 230,148 $ 6,248,867 $ 6,119,043 $ 5,984,542 4.35% 3.63% 3.85% 1) Only eight years of data is presented in accordance with GASB #68, paragraph 138. "The information for all periods for the 10-year schedules that are required to be presented as required supplementary information may not be available initially. In these cases, during the transition period, that information should be presented for as many years as are available. The schedules should not include information that is not measured in accordance with the requirements of this Statement. 2) GASB 68, Paragraph 81.2.b requires that the data in this schedule be presented as of the Academy's current fiscal year as opposed to the time period covered by the measurement date. 70 $ 100,311 $ 91,593 $ 131,436 $ 88,399 $ 92,325 88,399 $ 92,325 $ 5,534,431 $ 5,289,515 $ 5,391,515 $ 5,094,571 $ 4,784,695 1.81% 1.73% 2.44% 1.74% 1.93% 71 Westlake Academy SCHEDULE OF ACADEMY'S PROPORTIONATE SHARE OF NET OPEB LIABILITY TEACHER RETIREMENT SYSTEM CARE PLAN Years Ended: Exhibit E-4 Academy's proportion of the net OPEB liability Academy's proportionate share of net OPEB liability State's proportionate share of net OPEB liability associated with Westlake Academy 8/31/2021 0.0060770% 0.0060887% $ 2,344,162 $ 2,314,571 8/31/2020 3,140,655 3,110,229 Total $ 5,484,817 $ 5,424,800 Covered payroll $ 5,264,791 $ 5,984,542 Academy's proportionate share of net OPEB liability as a percentage of covered payroll 44.53% 38.68% Plan fiduciary net position as a percentage of total OPEB liability 4.99% 4.99% Notes to schedule: 1 Only five years of data is presented in accordance with GASB #75. "The information for all periods for the 10- year schedules that are required to be presented as required supplementary information may not be available initially. In these cases, during the transition period, that information should be presented for as many years as are available. The schedules should not include information that is not measured in accordance with the requirements of this Statement." 72 8/31/2019 8/31/2018 8/31/2017 i 0.0059857% 0.0059093% 0.0058830% $ 2,830,719 $ 2,950,588 $ 2,558,314 3,761,390 4,695,104 4,406,333 $ 6,592,109 $ 7,645,692 $ 6,964,647 $ 5,534,431 $ 5,289,916 $ 5,391,515 51.15% 55.78% 47.45% 2.66% 1.57% 0.91 % 73 Westlake Academy SCHEDULE OF EMPLOYER CONTRIBUTIONS TO PENSION PLAN TEACHER RETIREMENT SYSTEM OF TEXAS Years Ended: Exhibit E-5 8/31/2022 8/31/2021 8/31/2020 Statutorily required contributions $ 54,054 $ 46,994 $ 46,278 Actual contributions in relation to statutorily required contributions $ 54,054 $ 46,994 $ 46,278 Contribution deficiency (excess) $ - $ - $ - Academy's covered payroll $ 6,248,867 $ 6,102,222 $ 5,984,542 Contributions as a percentage of Academy's covered payroll 0.87% 0.77% 0.77% 1) Only five years of data is presented in accordance with GASB #75. "The information for all periods for the 10-year schedules that are required to be presented as required supplementary information may not be available initially. In these cases, during the transition period, that information should be presented for as many years as are available. The schedules should not include information that is not measured in accordance with the requirements of this Statement." 2) GASB 75 requires that the data in this schedule be presented as of the Academy's current fiscal year as opposed to the time period covered by the measurement date. 74 8/31/2019 8/31/2018 $ 46,703 $ 46,204 $ 46,703 $ 46,204 $ 5,534,431 $ 5,289,916 0.84% 0.87% 75 76 OTHER SUPPLEMENTARY INFORMATION COMBINING AND INDIVIDUAL FUND FINANCIAL STATEMENTS AND SCHEDULES 77 Westlake Academy COMBINING BALANCE SHEET NONMAJOR GOVERNMENTAL FUNDS August 31, 2022 Exhibit H-3 Data Control Codes Assets 1100 Cash and cash equivalents $ 1240 Due from other governments 1410 Prepaids 1000 Total Assets $ Liabilities 2110 Accounts payable $ 2170 Due to other funds 2000 Total Liabilities Deferred Inflows of Resources Unavailable revenue - due from state Total Deferred Inflows of Resources Fund Balances Nonspendable: 3430 Prepaids Restricted for: 3490 Donor stipulations Committed for: 3545 Campus activities 3600 Unassigned 3000 Total Fund Balances Total Liabilities, Deferred Inflows, 4000 and Fund Balances $ See notes to the financial statements 224 284 289 IDEA Part B IDEA B COVID Health Formula Formula ARP Support 33,357 - $ 33,357 $ - 33,357 - 33,357 - $ 33,357 $ - 78 397 410 461 484 497 Advanced Campus Placement Activity Local WAF Initiatives IMA Funds Grants Endowment Total $ 1,818 $ - $ 106,455 $ - $ - $ 108,273 - 33,191 - - - 66,548 - 14,980 594 - - 15,574 $ 1,818 $ 48,171 $ 107,049 $ - $ - $ 190,395 $ - $ 1,610 $ - $ 1,397 $ - $ 3,007 - 49,182 - 30,616 - 113,155 - 50,792 - 32,013 - 116,162 - 33,191 - - - 33,191 - 33,191 - - - 33,191 - 14,980 594 - - 15,574 1,818 - - - - 1,818 - - 106,455 - - 106,455 - (50,792) - (32,013) - (82,805) 1,818 (35,812) 107,049 (32,013) - 41,042 $ 1,818 $ 48,171 $ 107,049 $ - $ - $ 190,395 79 Westlake Academy COMBINING STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES NONMAJOR GOVERNMENTAL FUNDS For the Year Ended August 31, 2022 Exhibit H-4 Data Control Codes Revenues 5700 Local and intermediate sources 5800 State program revenues 5900 Federal program revenues 224 284 289 IDEA Part B IDEA B COVID Health Formula Formula ARP Support 122,042 33,357 33,363 Total Revenues 122,042 33,357 33,363 Expenditures Current: 0011 Instruction 122,042 33,357 - 0012 Instructional resources and media - - - 0013 Curriculum and staff development - - - 0021 Instructional leadership - - - 0023 School leadership - - 3,111 0031 Guidance, counseling & evaluation - - - 0033 Health services - - 3,532 0036 Extracurricular activities - - - 0041 General administration - - - 0051 Facilities maintenance and operations - - 26,282 0052 Security and monitoring services - - 438 0053 Data processing services - - - Total Expenditures 122,042 33,357 33,363 Excess (Deficiency) of Revenues Over 1100 (Under) Expenditures - - - 1200 Net Change in Fund Balances - - - 0100 Beginning fund balances - - - 3000 Ending Fund Balances $ - $ - $ - See notes to the financial statements :1 397 410 461 484 497 Advanced Campus Placement Activity Local WAF Initiatives IMA Funds Grants Endowment Total $ - $ - $ 314,693 $ 378,553 $ 4,774 $ 698,020 1,818 2,890 - - - 4,708 - - - - - 188,762 1,818 2,890 314,693 378,553 4,774 891,490 - 38,702 - 204,579 4,774 403,454 - - - 14,288 - 14,288 - - - 68,711 - 68,711 - - - 3,961 - 3,961 - - - 26,448 - 29,559 - - - 10,701 - 10,701 - - - 1,981 - 5,513 - - 256,924 60,260 - 317,184 - - 2,409 3,301 - 5,710 - - - 12,493 - 38,775 - - - - - 438 - - - 5,942 - 5,942 - 38,702 259,333 412,665 4,774 904,236 1,818 (35,812) 55,360 (34,112) - (12,746) 1,818 (35,812) 55,360 (34,112) - (12,746) - - 51,689 2,099 - 53,788 $ 1,818 $ (35,812) $ 107,049 $ (32,013) $ - $ 41,042 81 Exhibit J-4 Data Control Codes Westlake Academy USE OF FUNDS REPORT August 31, 2022 Column 1 Section A: Compensatory Education Programs Responses Did your LEA expend any state compensatory education program state allotment funds during the district's fiscal AP1 year? Yes Does the LEA have written policies and procedures for its AP2 state compensatory education program? Yes List the total state allotment funds received for state compensatory education programs during the district's AP3 fiscal year $ 32,956 List the actual direct program expenditures for state compensatory education programs during the LEA's fiscal AN year. (PICs 24, 26, 28, 29, 30, 34) $ 25,175 Section B : Bilingual Education Programs Did your LEA expend any bilingual education program AP5 state allotment funds during the LEA's fiscal year? Yes Does the LEA have written policies and procedures for its AP6 bilingual education program? Yes List the total state allotment funds received for bilingual AP7 education programs during the LEA's fiscal year. $ 10,739 List the actual direct program expenditures for bilingual education programs during the LEA's fiscal year. (PICs 25, AP8 35) $ 6,506 iVll C'1_:R V IYIEI7 PtIbI1.I< A C C OtIN' 1 AN YS_ January 23, 2023 To the Members of the Board of Trustees and Management of Westlake Academy, We have audited the financial statements of the Westlake Academy (the "Academy"), for the year ended August 31, 2022, and have issued our report thereon dated January 23, 2023. Professional standards require that we advise you of the following matters relating to our audit. Our Responsibility under Government Auditing Standards As communicated in our engagement letter dated July 5, 2022, our responsibility, as described by professional standards, is to plan and perform our audit to form and express an opinion about whether the financial statements that have been prepared by management with your oversight are presented fairly, in all material respects, in conformity with accounting principles generally accepted in the United States of America. Our audit of the financial statements does not relieve you or management of your respective responsibilities. Our responsibility, as prescribed by professional standards, is to plan and perform our audit to obtain reasonable, rather than absolute, assurance about whether the financial statements are free of material misstatement. An audit of financial statements includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control over financial reporting. Accordingly, as part of our audit, we considered the internal control of Westlake Academy solely for the purpose of determining our audit procedures and not to provide any assurance concerning such internal control. We are also responsible for communicating significant matters related to the audit that are, in our professional judgment, relevant to your responsibilities in overseeing the financial reporting process. However, we are not required to design procedures for the purpose of identifying other matters to communicate to you. We have provided our findings regarding significant control deficiencies over financial reporting and material weaknesses, and other matters noted during our audit in a separate letter to you dated January 23, 2023. 14950 Heathrow Forest Pkwy I Suite 530 1 Houston, TX 77032 1 Tel: 281_907.8788 1 Fax: 888.875.0587 1 www.BrooksWatsonCPA.com 1 Planned Scope and Timing of the Audit We conducted our audit consistent with the planned scope and timing we previously communicated to you. Compliance with All Ethics Requirements Regarding Independence The engagement team, others in our firm, as appropriate, our firm, and our network firms have complied with all relevant ethical requirements regarding independence. In relation to the nonattest services provided, such as preparation of the financial statements and supporting schedules, the Academy has assigned an individual with adequate skills, knowledge, and experience to oversee this service. Qualitative Aspects of the Entity's Significant Accounting Practices Significant Accounting Policies Management has the responsibility to select and use appropriate accounting policies. A summary of the significant accounting policies adopted by Westlake Academy is included in Note I to the financial statements. The Academy implementaiton of GASB 87, the accounting of leases, was effective in the current year. There have been no other initial selection of accounting policies and no changes in significant accounting policies or their application during the year ended August 31, 2022. No matters have come to our attention that would require us, under professional standards, to inform you about (1) the methods used to account for significant unusual transactions and (2) the effect of significant accounting policies in controversial or emerging areas for which there is a lack of authoritative guidance or consensus. Significant Accounting Estimates Accounting estimates are an integral part of the financial statements prepared by management and are based on management's current judgments. Those judgments are normally based on knowledge and experience about past and current events and assumptions about future events. Certain accounting estimates are particularly sensitive because of their significance to the financial statements and because of the possibility that future events affecting them may differ markedly from management's current judgments. The most sensitive accounting estimates affecting the financial statements are the estimates inherent within the projection of the future pension obligation used to calculate the net pension liability. Management's estimates inherent within the projection of future pension obligation are based on experience studies and observations by the actuaries hired by TRS. We evaluated the key factors and assumptions used to develop these estimates and determined they appeared reasonable in relation to the basic financial statements taken as a whole and in relation to the applicable opinion units. 2 Financial Statement Disclosures Certain financial statement disclosures involve significant judgment and are particularly sensitive because of their significance to financial statement users. The most sensitive disclosures affecting Westlake Academy's financial statements relate to capital assets and long-term debt. Significant Difficulties Encountered during the Audit We encountered no significant difficulties in dealing with management relating to the performance of the audit. Uncorrected and Corrected Misstatements For purposes of this communication, professional standards require us to accumulate all known and likely misstatements identified during the audit, other than those that we believe are trivial, and communicate them to the appropriate level of management. Further, professional standards require us to also communicate the effect of uncorrected misstatements related to prior periods on the relevant classes of transactions, account balances or disclosures, and the financial statements as a whole and each applicable opinion unit. There were no uncorrected misstatements. In addition, professional standards require us to communicate to you all material, corrected misstatements that were brought to the attention of management as a result of our audit procedures. The following material misstatements that we identified as a result of our audit procedures were brought to the attention of, and corrected by, management: see Exhibit 1. Disagreements with Management For purposes of this letter, professional standards define a disagreement with management as a matter, whether or not resolved to our satisfaction, concerning a financial accounting, reporting, or auditing matter, which could be significant to Westlake Academy's financial statements or the auditor's report. No such disagreements arose during the course of the audit. Representations Requested from Management We have requested certain written representations from management, which are included in the attached letter dated January 23, 2023. Management's Consultations with Other Accountants In some cases, management may decide to consult with other accountants about auditing and accounting matters. Management informed us that, and to our knowledge, there were no consultations with other accountants regarding auditing and accounting matters. 9 Modification of the Auditor's Report Our audit opinion includes an emphasis -of -a -matter paragraph. As discussed in Note 5.1-1 to the financial statements, there was a restatement of beginning net position within governmental type activities to properly reflect the implementation of GASB-87 and changes to right to use assets in the prior year. Other Significant Findings or Issues In the normal course of our professional association with the Westlake Academy, we generally discuss a variety of matters, including the application of accounting principles and auditing standards, operating and regulatory conditions affecting the entity, and operational plans and strategies that may affect the risks of material misstatement. None of the matters discussed resulted in a condition to our retention as the Westlake Academy's auditors. Other Information in Documents Containing Audited Financial Statements (if applicable) Pursuant to professional standards, our responsibility as auditors for other information in documents containing the Westlake Academy's audited financial statements does not extend beyond the financial information identified in the audit report, and we are not required to perform any procedures to corroborate such other information. Our responsibility also includes communicating to you any information which we believe is a material misstatement of fact. Nothing came to our attention that caused us to believe that such information, or its manner of presentation, is materially inconsistent with the information, or manner of its presentation, appearing in the financial statements. This report is intended solely for the information and use of the governing body and management of the Westlake Academy and is not intended to be and should not be used by anyone other than these specified parties. Very truly yours, BrooksWatson & Co., PLLC 11 Exhibit 1 Audit Tournal Entries The following entries were proposed from the result of audit procedures and accepted by management. Reclassifying Journal Entries JE # 9000 To defer revenue for receivables. (Recorded by Academy as JE 250123) 283005929 ESSER SUPPLEMENTAL 283002310 DEFERRED REVENUE Total Reclassification Entries 70,192.97 70,192.97 The following entries are reclassifying entries recorded for reporting purposes and are not required entries to be recorded by the Academy. Reclassifying Journal Entries JE # 1000 To reclass lease payments for reporting. 196716523 CAPITAL LEASE INTEREST 196716512 1-TO-1 IPAD INITIATIVE PRINCIP Total Reclassifying Journal Entries JE # 1001 To reclass fund balance difference for reporting. 199003600 UNRESTRICTED NET ASSETS 199416499 MISC OPERATING COSTS Total Reclassifying Journal Entries JE # 1002 To reflect new lease for computer equipment for reporting purposes. 196116659 cpa Right to Use equipment 196007913 cpa Lease proceeds Total 23,221.47 23,221.47 23,221.47 23,221.47 52.00 52.00 581,716.00 581,716.00 581,716.00 581,716.00 Client Prepared Entries The following entries were prepared by the Academy and provided to the auditor's after the trial balance was provided. Client Prepared Journal Entries JE # 9001 To reverse portion of receivables and defer remaining amount uncollected after 60 days from year end. (JE 250124) 199116399 GENERAL SUPPLIES 410002171 DUE TO GENERAL FUND 410005829 IMA ALLOTMENT SY21/22_SY22/23 199001262 DUE FROM SPECIAL REVENUE FUND 410001241 DUE FROM STATE 410001241 DUE FROM STATE 410002310 DEFERRED REVENUE Total Client Prepared Journal Entries JE # 9002 To reclass expense from function 23 to 11. 199116499 SPED MISC OPERATING 199236499 MISC OPERATING COSTS Total 5,533.37 5,533.37 35,812.39 5,533.37 5,533.37 2,621.34 33,191.05 40,01 W. is 40,01 W. is 595.00 595.00 awa.uu aaa.uu I. UI-R I II I1ID P t I B I I A ( ('(7IIV"I 1N I' January 23, 2023 To the Board of Trustees and Management of Westlake Academy In planning and performing our audit of the financial statements of the Westlake Academy (the "Academy"), as of and for the year ended August 31, 2022, in accordance with auditing standards generally accepted in the United States of America, we considered the Academy's internal control over financial reporting (internal control) as a basis for designing our auditing procedures for the purpose of expressing our opinion on the financial statements, but not for the purpose of expressing an opinion on the effectiveness of the Academy's internal control. Accordingly, we do not express an opinion on the effectiveness of the Academy's internal control over financial reporting. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct misstatements on a timely basis. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the entity's financial statements will not be prevented, or detected and corrected on a timely basis. A reasonable possibility exists when the likelihood of an event occurring is either reasonably possible or probable as defined as follows: • Reasonably possible. The chance of the future event or events occurring is more than remote but less than likely. • Probable. The future event or events are likely to occur. Our consideration of internal control was for the limited purpose described in the first paragraph and was not designed to identify all deficiencies in internal control that might be material weaknesses. Given these limitations, during our audit we did not identify any deficiencies in internal control over financial reporting that we consider to be material weaknesses. However, material weaknesses may exist that have not been identified. This communication is intended solely for the information and use of the Board of Trustees and management, and others within the Academy, and is not intended to be and should not be used by anyone other than these specified parties. Very truly yours, BrooksWatson & Co., PLLC 50 Heathrow Forest Pkwy I Suite 530 1 Houston, TX 77032 1 Tel: 281.907.8788 1 Fax: 888.875.0587 1 www.BrooksWatsonCPA.com 1 0 N -O C N a1 p O �1 f0 7 - E 0 > v O O f0 � � f0 •� N U 7 ® E O ® O 4- OL 0 U . N 79 U N O 06 N Q ® C N m — U OU ® Co i N N 88 a O ® a1 a1 ® > a a ffAmm U I— co mIIIIIIIIIIIIIII I— MEE= U w mom (B C — - N to to N C 3 o c a a �° E m c W m u o t u Ca N N U O Q — v a/ c -0 C N N 6 N M N > a1 1-+ .� 1-+ L w- Q C N N a1 L (B C N O a N N 3 s Q v> O Q ,., c° y a o m E ca 2i v v NO ns v c Y ice.+ O m u .i �O i a1 -O O N N .F, 2 2 O v O Q N O Ca U- 41 v E O O Q —MN •> 'O u 'O Ca Q O -O i m 01 -- a) N O ; O m� 7 N •N �O 0 N N N 'N > L N v acct uu Q ice.+ N N � C M — w N N N •O 3 C ca o O u0 01 �= a i O N C— I. a O N 1-+ u E M N i >• a L a1 c O- 'E 0-yvj a N N 1N.+ CO N >• -O U N� � 7 0- 7 >. -6 C — Q a1 a1 01 6 01 u E O to Q y a1 y a1 X a1 'O _ O C -6 -6 l.l. a1 m -0O a Q m Q -= v N L L L n. Ou v n. Q m 1-+ N h v o I IS N E 75 j .� �i C ,N —0 Q In m �,aaos�m���tin�u,„ � �101�1�1� •,,, �'nx�m�n�u��Wyl�yl�llpll��� 0 �El R.E I 7AI 0 w El Ko lie 0 -t r-I N O N LL M m LP fC i O Q w t U N f^C, W L U 00 L O O .ME W y r Via D U- v c v a I C O 41 O ° O L Q 41 VI O O O � O L V (6 N Q 4.1 a-+ 7 = N C L O N r6 + N E o E C C O pp N Q U C (6 N O (6 ro O O m o U m 00 -L _ O D O t 00 C 070 Ol �_ r6 cn 00 +; i 22) 4—C � O u O 00 L o a) U S� - v E Q fafa N C = N qA W N o C_ O.� O C E-Ln N L io � fu C: • 0 J (6 � O N +O—, N fa fa Q .� N (n U Q VI L L (a U 0> L O L O C 07 O - N Q ra U N � O U O U C O VI O N N 4- > .2 u faU 4- L � L > D Q U L L L fa L 4- Q Ov i N (1) D LL v c v a f • f Ve io i iILI r-I N N N O O N N LL LL LL LL O O O O O O O O O i N O O O O O O O O O o 0 0 0 0 0 0 0 0 > 'M M N Cl 00 I, l0 Ln i--I J J I 0 0 0 N di O 0 ON 't Lr) `O Ll� O 00 rl� ON kF} kF} kF} kF} ON 00 `o m � m i N � V `O Lf) O Lr) 00 L `O � O kF� kF� kF� kF� O It `O 00 Qj � O i m ^� -t O Lr) kF� kF� kF� kF� 75 V 4 u 75 7i 75 U V W o z N 0 *Update January 27, 2023 At the January 23rd meeting of the Board of Trustees, a draft of the Annual Financial Report (AFR) was provided for review and approval. With the AFR due to the Texas Education Agency (TEA) by January 28', the Board would receive the finalized audit report along with information on statistical changes, if any, at the following Board meeting. Louis Breedlove with BrooksWatson & Company identified two (2) necessary corrections to the AFR and notified Finance staff on January 27tn Correction 1: The correction was due to an oversight of the total depreciation amount for the right -to - use asset (i.e., new iPad lease). The original depreciation amount shown in the Notes to Financial Statements 3D Capital Assets was $235,560. In the audit software creating the financial statements, that amount was hard coded rather than linked directly to the audit workpapers. The depreciation amount should have been $291.371, an increase of $55,811. This change has no impact on the fund level statements found in Exhibit C-3, pages 26-27 of the audit draft - the section of financials reported to TEA. However, the change will be reflected in the government -wide statements (Statement of Net Position and Statement of Activities). The impact to the Statement of Activities reflects an increase to Function 11 (instruction) expenses and changes the net position ending balance accordingly. For your reference, below is a table detailing what was changed and where in financial report the change is located: Annual Financial Report -Draft Schedule Page Desc Amount Net depreciable -Ex hibitA-1 18 capital assets 605,209 Exhibit B-1 20 Instruction 6,187,574 Exhibit B-1 ------------------------------------------------------------------------- 21 Ending net position (3,015,347) Capital Assets - net -Ex hibitC-2 25 depreciable 605,209 Net Position of Governmental Activiti es (3,015,347) Depreciation ExhibitC-4 29 expense (235,560) Change in Net Position of Governmental Activities (193,012) Right to use leased Note4D 47 equipment 235,560 00111nstruction 235,560 Annual Financial Report -FINAL Schedule Page Desc Amount Variance Net depreciable ExhibitA-1 -------------------------------capital-------- 18 assets -------------------- 549,398 ------------- (55,811) Exhibit B-1 20 Instruction 6,243,385 55,811 Exhibit B-1 ------------------------------------------------------------------------ 21 Ending net position (3,071,158) (55,811) Capital Assets - net ExhibitC-2 ------------------------------------------------------------------------ 25 depreciable 549,398 (55,811) Net Position of Governmental Activities (3,071,158) (55,811) Depreciation ExhibitC-4 29 expense (291,371) (55,811) Change in Net Position of Governmental Activities (248,823) (55,811) Right to use leased Note4D -No-te-4-D -------- 47 equipment 291, 371------------- 55,811 00111nstruction 291,371 55,811 Correction 2: This correction affected the breakdown of the Academy's proportionate share of net pension liability and net OPEB liability reported in the government -wide financial statements (pages 18- 25 and Note 5E). The change to the pension and OPEB inflows and outflows was simply an allocation between the categories shown on pages 55 and 61. The draft reflected each aspect of inflows and outflows as one number rather than true inflows and outflows for each category. This reallocation does not change the ending net position, but only the amounts between each category. „..I i N E 4 T O W N O F WESTLAKE OI STI N Ci IV NV Off I f'N File #: WA RES 23-04 Town of Westlake Staff Report Agenda Date: 2/15/2023 ACADEMY SIII'.A.F .111 EPC :111 "111' .111 EC C:C 4EN:III A."III~II[()NS 1500 Solana Blvd Building 7, Suite 7100 Westlake, TX 76262 Agenda #: G.B. Consider approving WA Resolution 23-04 rejecting bids from Venture Mechanical, Inc. and DSA Contractors for the removal and replacement of four rooftop units at Westlake Academy Campus; and take appropriate action S"IIFAFF: Troy Meyer, Assistant Town Manager A.C.” 11 G 111 C 1 JN.111 : The roof top units were installed in 2003 on the PYP I building to supply cold and hot air to the PYP I building. Due to the age and increased maintenance on the unit it is time to replace the rooftop units. There is a total of five rooftop units on the PYP I and II that are scheduled to be replaced in the next 2 years base on the 5-year CIP forecast. This is budgeted in the Major Maintenance and Replacement fund in the Town's General fund. The current lead time for these units is 6 to 8 months. The goal is to have two of the units replaced in the summer of 2023. The project was posted in the Star Telegram in November of 2022 with the bid opening held on December 12, 2022. Staff received the following bids: LSI-Logistical Solutions, Inc. $110,322.99 DSA Contractors $255,273.14 Venture Mechanical, Inc. $116,200.00 This project will be funded out of the FY 22-23 Major Maintenance and Replacement fund for $150,000 and $100,000 from the ESSER funds for which we have received approval from TEA. S"111'A.FF .111 EC."C IMEN.111 A."111'11[()N: Staff is recommending rejecting the bids from Venture Mechanical, Inc. and DSA Contractors for the removal and replacement of four rooftop units on the PYP I and II buildings at the Westlake Academy campus. BOA III OF "II['II IJS"III'EESS A.0 '.111':II[C N✓C IF"111'.11[()NS: Town of Westlake Page 1 of 2 Printed on 2/23/2023 7c,,wo lod ly I a>pIsIrar nvl File M WA RES 23-04 Agenda Date: 2/15/2023 Agenda M G.8. 1) Motion to approve W.A.1111esolution 23 04, as presented, 2) Motion to amend W.A.]II 1esolution 23 ,04, with the following stipulations (please state stipulations in motion) 3) Motion to table 4) Motion to deny Town of Westlake Page 2 of 2 Printed on 2/23/2023 p(molod hy I Oqls= rar I'll TOWN OF WESTLAKE WA RESOLUTION NO. 23-04 A RESOLUTION OF THE TOWN COUNCIL AUTHORIZING THE ASSISTANT TOWN MANAGER THE ABILITY TO REJECTING THE BIDS FROM VENTURE MECHANICAL, INC. AND DSA CONTRACTORS FOR THE REMOVAL AND REPLACEMENT OF FOUR ROOFTOP UNITS ON THE PYP I AND II BUILDINGS AT THE WESTLAKE ACADEMY CAMPUS. WHEREAS, the Town of Westlake owns and operates the Westlake Academy and provides facilities for Town and Academy use; and, WHEREAS, on December 19, 2022 Town Council approved an agreement with Logistical Solutions, Inc. to remove and install five roof top units on the PYP I & II buildings in fall 2003; and, WHEREAS; the unit supplies AC and heat to the classrooms and office areas in the PYP I building; and, WHEREAS, the unit needs to be removed and replaced due to the age and ongoing maintenance of the units and there is a 13-week lead time on getting all of the parts and materials for the units; and, WHEREAS, the Town Council, has determined it to be in the best interest of all parties to reject the bids from Venture Mechanical, Inc. and DSA Contractors and, WHEREAS, the service meets best value for the replacement and the bid requirement for the state of Texas; 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 11 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 hereby authorizing the Assistant Town Manager to reject the bids from Venture Mechanical, Inc. and DSA bids to remove and install two rooftop units at the Westlake Academy. 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 Resolution 23-04 Page 1 of 2 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 15TH DAY OF FEBURARY 2023. ATTEST: Sean Kilbride, Mayor Amy M. Piukana, Town Secretary Troy J. Meyer, Assistant Town Manager APPROVED AS TO FORM: L. Stanton Lowry, Town Attorney Resolution 23-04 Page 2 of 2 „..I i N E 4 T O W N O F WESTLAKE OI STI N Ci IV NV Off I f'N File #: RES 23-09 Town of Westlake Staff Report Agenda Date: 2/15/2023 TOWN STAFF REPORT RECCOMENDATIONS 1500 Solana Blvd Building 7, Suite 7100 Westlake, TX 76262 Agenda #: G.9. Consider approving Resolution 23-09 designating the Commercial Record of Tarrant County as the Official Newspaper; and take appropriate action STAFF: Sean Kilbride, Mayor BACKGROUND: The Town utilizes newspapers for the purpose of publishing ordinances, and all required public hearings and notices required by law. In accordance with Section 52.004(a) of the Texas Local Government Code, the governing body of the municipality shall contract with a public newspaper. In the past, the Town has utilized the Fort Worth Star Telegram for all publications. However, several cities are now utilizing the Commercial Recorder which has more efficient rates of publication. Example: Town of Pantego 2019 CO Notice of Intention (two publications Star -Telegram quoted $2,356.92 to publish twice and required payment in advance. Town used Commercial Record, who charged $65.60. This is a significant cost savings with publications. The Texas Government Code 2051.044 for official newspaper requirements include: • The newspaper must devote not less than 25 percent of its total column lineage to general interest items; • Publish at least once a week • Be entered as second-class postal matter in the county where published; and • Have been published regularly and continuously for at least 12 months before the governmental entity or representative publishes notice. • A weekly newspaper has been published regularly and continuously under Subsection (a) if the newspaper omits not more than two issues in the 12-month period. The Commercial Recorder meets all above state requirements and is the official publication for Tarrant County for citations and legal notices. STAFF RECOMMENDATION: Staff recommends the Town Council consider approving Resolution 23-09, designating the Commercial Record of Tarrant County as the Official Newspaper. TOWN COUNCIL ACTION/OPTIONS: 1) Motion to approve Resolution 23-09, as presented. 2) Motion to approve with the following stipulations (please state stipulations in motion) 3) Motion to table Town of Westlake Page 1 of 2 Printed on 2/23/2023 7c,,wo lod ly I a>pIsIrar nvl File #: RES 23-09 Agenda Date: 2/15/2023 Agenda #: G.9. 4) Motion to deny Town of Westlake Page 2 of 2 Printed on 2/23/2023 7cmo lod ly I a>gls= rar nil TOWN OF WESTLAKE RESOLUTION NO. 23-09 A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS, DESIGNATING A PUBLIC NEWSPAPER OF GENERAL CIRCULATION AS THE OFFICIAL NEWSPAPER FOR THE TOWN OF WESTLAKE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, Section 52.004, Local Government Code, requires the Town Council of the Town of Westlake, Texas ("Council") to determine, by ordinance or resolution, a public newspaper to be the official newspaper for the Town of Westlake, Texas ("Town"); and WHEREAS, Section 52.004(a) of the Texas Local Government Code states as soon as practicable after the beginning of each municipal year, the governing body of the municipality shall contract, as determined by ordinance or resolution, with a public newspaper of the municipality to be the municipality's official newspaper until another newspaper is selected; and WHEREAS, the Council finds that the Commercial Record of Tarrant County satisfies the requirements of Chapter 2051 of the Texas Government Code; 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: 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 Council of the Town of Westlake, Texas, hereby determines and establishes the Commercial Record of Tarrant County as the official newspaper for Westlake. SECTION 3: That the Town Secretary is hereby directed to publish all notices and advertisements in the Star Telegram in accordance with the Laws of the State of Texas. SECTION 4: 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. Resolution 23-09 Page 1 of 2 SECTION 5: That this resolution shall become effective from and after its date of passage. PASSED AND APPROVED ON THIS 15th DAY OF FEBRUARY 2023. ATTEST: Amy M. Piukana, Town Secretary APPROVED AS TO FORM: L. Stanton Lowry, Town Attorney Sean Kilbride, Mayor Resolution 23-09 Page 2 of 2 1500 Solana Blvd Town of Westlake Building 7, Suite 7100 4 Westlake, TX 76262 N E� T° W N ry o F Staff Report WESTLAKE °I Si IN Ci IV NV °[SI f'N File #: WA RES 23-02 Agenda Date: 2/15/2023 Agenda #: H.1. ACADEMY S III'.A.F f" :III EPC1:111 "III` .111 EC C o .A4E .111).A."111'11[()S Conduct a Public Hearing and consider approving WA Resolution 23-02 accepting the Texas Academic Performance Report (TAPR); and take appropriate action S"]IC .IFF. Dr. Sean Wilson, Head of School BA.C." GIII OUN.111)- Annually, TEA requires all Districts and Charter Schools to conduct a public hearing on the TAPR results. TEA rates schools based on several factors, including economic disadvantage, emerging bilingual/English language learners, student achievement, school progress, academic Growth, Relative Performance, and closing the Gap, all determining distinction in tested subject areas. In addition, TEA notes distinctions in Mathematics, ELA/Reading, Science, Social Studies, Progress, Closing the Gap, and Post -Secondary Readiness. 111l111SC: USS.111O : Westlake Academy has an Overall rating of A. In addition, the Academy scored an A in the following subcategories: • Student Achievement evaluates Performance across all subjects for all students on both general and alternate assessments: College, Career, and Military Readiness (CCMR) indicators and graduation rates. • School Progress measures the number of students that grew at least one year academically (or are on track) as measured by STAAR results and the achievement of all students relative to schools with similar economically disadvantaged percentages. -Academic Growth is a subcategory measuring the amount of improvement a student has made from year to year. Academic Growth is a measure of student growth for all students tested. • Closing the Gap uses disaggregated data to demonstrate differentials among racial/ethnic groups, socio- economic backgrounds, and other factors. All domains of this rating align with the Elementary and Secondary Education Act (ESEA) as amended by the Every Student Succeeds Act (ESSA). The Academy scored a B in the area of Relative Performance. Relative Performance compares schools of a similar economically disadvantaged population. Earning a B in this area means that Westlake Academy can improve how it academically services its economically disadvantaged students, representing 2.6% of the students. Town of Westlake Page 1 of 2 Printed on 2/23/2023 7c,,wo lod ly I a>pIsIrar nvl File M WA RES 23-02 Agenda Date: 2/15/2023 Agenda #: H.1. According to TEA 2022 Campus Comparison Groups, Westlake Academy is moving the academic needle for all students. However, there is room for improvement academically with our Economically Disadvantaged, English Language Learners, and Special Education students. Though we move more students towards their growth expectations, we lag in our delivery of instructions improving the academic performance of special populations. The Academic Leadership team will review past student performance, creating a plan to address areas of concern. VII[SC:"AE :II[ 4PACJ"]II": NA S"111'A.FF :III EC o A4EN.111 A."111'111()N: Council Opens the Public Hearing, receive the report, and opens the floor for public commentary with Westlake Academy Staff available for questions and answers. Council Closes the Public Hearing and approves the resolution. I C A.R111 OF "III']I IJS"III'EES A.C'.111':II[C N✓C IP"111'.111()NS: 1) Motion to Close the Public Hearing and approve W.A.1111esolution 23 ,,,,,02, as presented, 2) Motion to table Town of Westlake Page 2 of 2 Printed on 2/23/2023 7c,,wo lod ly I a>gls= rar nil Texas Education Agency 2022 Accountability Ratings Overall Summary WESTLAKE ACADEMY CHARTER SCHOOL (220810) - TARRANT COUNTY Accountability Rating Summary ,, ,oNOW , ///o Overall 99 Student Achievement 98 ISM STAAR Performance 78 95 College, Career and Military Readiness 95 99 Graduation Rate 100 100 School Progress 92 Academic Growth 83 92 Relative Performance (Eco Dis: 2.6%) 87 84 Closing the Gaps 100 100 Distinction Designations Not Eligible Postsecondary Readiness Released August 2022 TEA I School Programs I Assessment and Reporting I Performance Page 1 of 1 Reporting 2022 Campus Comparison Group WESTLAKE ACADEMY (220810001) - WESTLAKE ACADEMY CHARTER SCHOOL Campus Type: Elementary/Secondary Sorted by District Name Grade Number of Soan Students % Econ Disadv W2,1411111 Mobility Rate % Early College % Special HS Ed 1 ABBOTT SCHOOL (109901001) ABBOTT ISO PK-12 282 24.8 0.7 7.5 0.0 13.1 2 ARISTOI CLASSICAL UPPER ARISTOI CLASSICAL 05-12 563 6.2 3.7 13.0 0.0 11.9 SCHOOL(101803001) ACADEMY 3 BLUFF DALE EL (072904101) BLUFF DALE ISO PK-12 227 27.3 0.4 16.7 0.0 11.0 4 CHAPARRAL STAR ACADEMY CHAPARRAL STAR KG-12 354 6.8 12.7 19.9 0.0 2.5 (227814001) ACADEMY 5 COMPASS ACADEMY CHARTER COMPASS ACADEMY KG-12 1,371 8.5 0.1 3.4 0.0 9.6 SCHOOL (068802001) CHARTER SCHOOL 6 FAYETTEVILLE SCHOOLS FAYETTEVILLE ISO PK-12 279 20.4 6.1 6.4 0.0 10.0 (075906001) 7 FORT ELLIOTT SCHOOL FORT ELLIOTT CISD PK-12 159 30.8 0.6 10.6 0.0 10.7 (242906001) 8 GRADY SCHOOL (156905001) GRADY ISO PK-12 249 19.7 5.2 7.4 0.0 4.4 9 UUNVVERSITY PREP (220906007) GRAPEVINE-COLLEYVIL 05-12 1,340 6.0 0.1 8.3 0.0 2.5 LE ISD 10 GREAT HEARTS NORTHERN GREAT HEARTS TEXAS KG-12 1,431 17.3 3.2 6.7 0.0 6.8 OAKS (015835003) 11 GROOM SCHOOL (033901001) GROOM ISO PK-12 143 25.2 1.4 9.6 0.0 21.0 12 GUTHRIE SCHOOL (135001001) GUTHRIE CSD KG-12 132 19.7 3.0 8.2 0.0 9.8 13 HIGHLAND SCHOOL (177905001) HIGHLAND ISO PK-12 225 25.8 0.0 8.9 0.0 9.3 14 HUCKABAY SCHOOL HUCKABAY ISO PK-12 304 22.4 2.0 12.5 0.0 9.2 (072908001) 15 IMAGINE INTERNATIONAL IMAGINE KG-12 1,386 9.0 10.1 7.2 0.0 5.3 ACADEMY OF NORTH TEXAS INTERNATIONAL (0438 ACADEMY OF NORTH TEXAS 16 IRA SCHOOL (208903001) IRA ISO KG-12 275 26.5 2.2 8.0 0.0 8.7 17 KLONDIKE ISO (058905001) KLONDIKE ISO PK-12 259 22.4 5.8 9.2 0.0 7.7 18 KNIPPA SCHOOL (232901001) KNIPPA ISO PK-12 412 32.0 3.9 6.6 0.0 10.2 19 LEADERSHIP PREP SCHOOL LEADERSHIP PREP 05-12 846 5.1 4.0 10.0 0.0 9.0 SECONDARY (061804002) SCHOOL 20 MCMULLEN COUNTY SCHOOL MCMULLEN COUNTY PK-12 283 27.6 1.4 7.2 0.0 7.1 (162904001) ISO 21 MERIDIAN WORLD SCHOOL LLC MERIDIAN WORLD KG-12 1,683 5.7 9.8 5.6 0.0 9.7 (246801001) SCHOOL LLC 22 MIAMI SCHOOL (197902001) MIAMI ISO PK-12 196 29.6 1.0 11.9 0.0 7.7 23 NAZARETH SCHOOL (035903001) NAZARETH ISO PK-12 250 19.2 0.4 1.8 0.0 7.2 24 NEW HOME SCHOOL NEW HOME ISO PK-12 586 13.1 1.9 6.3 0.0 4.3 (153905001) 25 NORTHSIDE SCHOOL NORTHSIDE ISO KG-12 236 33.1 0.0 5.8 0.0 10.2 (244905001) 26 GATEWAY COLLEGE ORENDA CHARTER KG-12 1,534 5.1 2.3 10.0 0.0 7.4 PREPARATORY SCHOOL SCHOOL (014804006) 27 SPRING BRANCH ACADEMIC SPRING BRANCH ISO 01-12 140 8.6 2.1 0.0 0.0 0.7 INSTITUTE (101920018) 28 AMARILLO COLLEGIATE TEXAS COLLEGE KG-12 461 31.7 0.9 14.4 0.0 6.3 ACADEMY(221801011) PREPARATORY ACADEMIES 29 FOUNDERS CLASSICAL TEXAS COLLEGE KG-12 931 19.7 8.6 8.9 0.0 4.8 ACADEMY (221801043) PREPARATORY ACADEMIES 30 FOUNDERS CLASSICAL TEXAS COLLEGE KG-11 874 8.6 8.6 12.0 0.0 6.4 ACADEMY - FRISCO (221801068) PREPARATORY ACADEMIES 31 FOUNDERS CLASSICAL TEXAS COLLEGE KG-11 860 10.1 8.6 8.9 0.0 6.4 ACADEMY OF FLOWER MOUND PREPARATORY (221801 ACADEMIES 32 FOUNDERS CLASSICAL TEXAS COLLEGE KG-12 706 6.5 3.1 9.6 0.0 6.4 ACADEMY OF LEANDER PREPARATORY (221801058) ACADEMIES 33 FOUNDERS CLASSICAL TEXAS COLLEGE KG-12 669 26.9 1.0 15.7 0.0 5.5 ACADEMY OF SCHERTZ PREPARATORY (221801066) ACADEMIES 34 TEXAS TECH UNIVERSITY K-12 TEXAS TECH KG-12 977 0.0 0.0 0.0 0.0 0.1 (152504001) UNIVERSITY K-12 Texas Education Agency I School Programs I Assessment & Reporting I Performance Reporting June 14, 2022 2022 Campus Comparison Group WESTLAKE ACADEMY (220810001) - WESTLAKE ACADEMY CHARTER SCHOOL Campus Type: Elementary/Secondary Sorted by District Name % Early Grade Number of % Econ Mobility College % Special Campus Name District Name Span Students Disadv % EL Rate HS Ed 35 TREETOPS SCHOOL TREETOPS SCHOOL KG-12 323 20.4 0.9 7.3 0.0 6.8 INTERNATIONAL(220801001) INTERNATIONAL 36 TRIVIUM ACADEMY (061805001) TRIVIUM ACADEMY KG-11 553 3.8 10.1 10.3 0.0 12.1 37 LIT TYLERUNIVERSITY LIT TYLERUNIVERSITY 01-12 259 20.8 1.2 20.8 0.0 6.9 ACADEMY AT LONGVIEW ACADEMY (212804102 38 UTPB STEM ACADEMY UTPB STEM ACADEMY KG-12 763 24.5 3.9 10.5 0.0 6.0 (068803001) 39 VALOR SOUTH AUSTIN VALOR PUBLIC KG-11 682 20.8 2.9 6.5 0.0 8.4 (227829001) SCHOOLS 40 WILDORADO SCHOOL WILDORADO ISO PK-12 230 26.5 0.0 11.2 0.0 10.0 (180904101) Comparison Group Average 586 18.0 3.4 9.1 0.0 7.8 Texas Education Agency I School Programs I Assessment & Reporting I Performance Reporting June 14, 2022 2022 Accountability Manual About this ManuM The 2022 Accountability Manual is a technical guide that explains how the Texas Education Agency (TEA) uses the accountability system to evaluate the academic performance of Texas public schools. The manual describes the accountability system and explains how TEA processes information from different sources to produce 2022 accountability data reports. The 2022 Accountability Manual attempts to address all possible scenarios; however, because of the number and diversity of districts and campuses in Texas, there could be unforeseen circumstances that are not anticipated in the manual. If a data source used to determine district or campus performance is unintentionally affected by unforeseen circumstances, including natural disasters or test administration issues, the commissioner of education will consider those circumstances and their impact in determining whether or how that data source will be used to assign accountability ratings and award distinction designations. In such instances, the commissioner will interpret the manual as needed to assign the appropriate ratings and/or award distinction designations that preserve both the intent and the integrity of the accountability system. AccountabiRy Advisory Educators, school board members, business and community representatives, professional organizations, and legislative representatives from across the state have been instrumental in developing the current accountability system. Accountability Technical Advisory Committee (ATAQ includes representatives from school districts, charter schools, and regional education service centers (ESCs). Members made recommendations to address technical issues for 2022 accountability. Accountability Policy Advisory Committee (APAQ includes representatives from legislative offices, school districts, charter schools, parents, and the business community. Members made recommendations to address policy issues for 2022 accountability. The commissioner considered all proposals and released the 2022 Academic Accountability System Framework in February 2022. The accountability development proposals and supporting materials that were reviewed and discussed at each advisory group meeting are available online at httr�t.tacrayt-2 scl7ff lsZ.2LSf.t2�ilityic -acco ntabilityr2fstin ity; ..O� u.. '.........'.......:.....................'.........:......................:.........'.....................:.......... rni-,nt �materia ...0 Overview the 2022 AccountabiRySystem The overall design of the accountability system evaluates performance according to three domains: Student Achievement evaluates performance across all subjects for all students, on both general and alternate assessments; College, Career, and Military Readiness (CCMR) indicators; and graduation rates. School Progress measures district and campus outcomes in two areas: the number of students that grew at least one year academically (or are on track) as measured by STAAR results and the achievement of all students relative to districts or campuses with similar economically disadvantaged percentages. Closing the Gaps uses disaggregated data to demonstrate differentials among racial/ethnic groups, socioeconomic background, and other factors. The indicators included in this domain, as well as the Chapter 1-2022 Accountability Overview 2022 Accountability Manual domain's construction, align the state accountability system with the Elementary and Secondary Education Act (ESEA), as amended by the Every Student Succeeds Act (ESSA). Who is Rated? Districts and campuses with students enrolled in the fall of the 2021-22 school year are assigned a state accountability rating. For this purpose, students are considered enrolled if they are in membership. In order for a student to be in membership they must be scheduled to attend at least two hours of instruction each school day or participate in an alternative attendance accounting program. Students instructed virtually are included in accountability calculations in the same manner as in -person students. Students enrolled in virtual courses under an agreement described by Texas Education Code (TEC), Section 29.9091, are considered enrolled in the sending district or school for purposes of average daily attendance and accountability. Districts Beginning the first year they report fall enrollment, school districts and charter schools are rated based on the aggregate results of students in their campuses. Districts without any students enrolled in the grades for which STAAR assessments are administered (3-12) are assigned the rating label of Not Rated. State -administered school districts, including Texas School for the Blind and Visually Impaired, Texas School for the Deaf, Texas Juvenile Justice Department, and Windham School District are not assigned a state accountability rating. Campuses Beginning the first year they report fall enrollment, campuses, and open -enrollment charter schools, including alternative education campuses (AECs), are rated based on the performance of their students. For the purposes of assigning accountability ratings, campuses that do not serve any grade level for which the STAAR assessments are administered are paired with campuses in their district that serve students who take STAAR. Please see "Chapter 7—Other Accountability System Processes" for information on pairing. Rating k Districts and campuses receive an overall rating, as well as a rating for each domain. The rating labels for districts and campuses are as follows. A, 8, orC: Assigned for overall performance and for performance in each domain to districts and campuses (including those evaluated under alternative education accountability (AEA)) that meet the performance target for the letter grade • Not Rated: Indicates that a district or campus does not receive a rating for one or more of the following reasons: o The district or campus has no data in the accountability subset. o The district or campus has insufficient data to assign a rating. o The district operates only residential facilities. o The campus is a juvenile justice alternative education program (JJAEP). o The campus is a disciplinary alternative education program (DAEP). o The campus is a residential facility. o The commissioner otherwise determines that the district or campus will not be rated. Chapter 1-2022 Accountability Overview 2022 Accountability Manual • Not Rated: Senate Bill 1365: Assigned in 2022 for overall performance to districts and campuses that do not meet the performance target to earn at least a C. • Not Rated: Data Under Review indicates data accuracy or integrity may have compromised performance results, making it impossible to assign a rating. The assignment of a Not Rated: Data Under Review label is temporary while the data are reviewed. • Not Rated: Data Integrity Issues indicates data accuracy or integrity have compromised performance results, making it impossible to assign a rating. The assignment of a Not Rated: Data Integrity Issues label is permanent. • Not Rated: Annexation indicates that the campus is in its first school year after annexation by another district and, therefore, is not rated, as allowed by the annexation agreement with the agency. See Chapter 9 for more information on how these ratings impact sanctions and interventions. Single -Campus Districts For single -campus school districts and charter schools, the 2022 performance targets applied to the campus are also applied to the district, ensuring that both the district and campus receive identical ratings. School districts or charter schools that meet the definition above are considered single -campus districts or charter schools in any criteria outlined in this manual. Distinction SitiS Districts and campuses that receive acceptable accountability ratings are eligible to earn distinction designations. Distinction designations are awarded for achievement in several areas and are based on performance relative to a group of campuses of similar type, size, grade span, and student demographics. Districts are eligible for a distinction designation in postsecondary readiness. Please see "Chapter 6—Distinction Designations" for more information. "� / / r- 0=1 M Every campus is labeled as one of four school types according to its grade span based on 2021-22 enrollment data reported in the fall Texas Student Data System (TSDS) PEIMS submission. The four types —elementary school, middle school, elementary/secondary (also referred to as K-12), and high school —are illustrated by the table on the following page. The table shows every combination of grade levels served by campuses in Texas and the number of campuses that serve each of those combinations. The shading indicates the corresponding school type. To find out how a campus that serves a certain grade span is labeled, find the lowest grade level reported as being served by that campus along the leftmost column and the highest grade level reported as being served along the top row. The shading of the cell where the two grade levels intersect indicates which of the four school types that campus is considered. The number inside the cell indicates how many campuses in Texas served that grade span in 2021-22. For example, a campus that serves early elementary (EE) through grade four is labeled elementary school; there are 179 campuses that serve only that grade span. A campus that serves grades five and six only is labeled middle school, and there are 110 such campuses statewide. Chapter 1-2022 Accountability Overview 2022 Accountability Manual 2022, Accountability Systern Schoril Types ta�,9166 Total Campuses], EWsmantMISmDadary middle schoad 1411 in s h I 558 canvisea 1,720 13,M,PKMN '101 CAVINM2,98 HIP1664 raW L&VOUSened ---> IEE P Y 2 3 4 5 9 7 a 5 10 11 12 1EE PK KGI ......... I. I. I NW/k/ G a, 13, 12301 Is, 7 12 23 197 a 12 20 3,2 34 1357 TO 18 5 a 11 14 28 12 15, TEA IIIVIaM of Pwf6rmancs Reportmig Chapter 1-2022 Accountability Overview 2022 Accountability Manual Accountability Subset Rule A subset of assessment results is used to calculate each domain. The calculation includes only assessment results for students enrolled in the district or campus in a previous fall, as reported on the TSDS PEIMS October snapshot. Three assessment administration periods are considered for accountability purposes: STAAR results are included in the subset of district/campus accountability if the student was enrolled in the district/campus on this date: EOC summer 2021 administration October 2020 enrollment snapshot EOC fall 2021 administration October 2021 enrollment snapshot EOC spring 2022 administration Grades 3-8 spring 2022 administration The 2022 accountability subset rules apply to the STAAR performance results evaluated across all three domains. • Grades 3-8: districts and campuses are responsible for students reported as enrolled in the fall (referred to as October snapshot) in the spring assessment results. • End -of -Course (EOQ districts and campuses are responsible for o summer 2021 results for students reported as enrolled in the October 2020 snapshot; o fall 2021 results for students reported as enrolled in the October 2021 snapshot; and o spring 2022 results for students reported as enrolled in the October 2021 snapshot. STAAR Retest Performance The opportunity to retest is available to students who have taken EOC assessments in any subject. • EOC retesters are counted as passers based on the passing standard in place when they were first eligible to take any EOC assessment. In this case, the most recent result is found for each subject retested and included in performance calculations if the result meets the accountability subset rule. If a STAAR progress measure is available, the result is included in progress calculations if the result meets the accountability subset rule. The following charts provide examples of how the accountability subset is applied to EOC retesters. Chapter 1-2022 Accountability Overview 2022 Accountability Manual Enrolled Tested Enrolled Tested Tested October 2020 Summer 2021 October 2021 Snapshot Snapshot Fall 2021 Spring 2022 Campus A Campus A Campus A Campus A C Campus A The best result is selected. Each result meets the accountability subset rule. The best result is found for performance (most recent result) and progress (only available), considered separately. The selected result is only applied to the district and campus that administered the assessment if the student meets the accountability subset rule (discussed above). Enrolled Tested Enrolled Tested Tested October 2020 Summer 2021 October 2021 Fall 2021 Spring 2022 Snapshot Snapshot Campus A Campus A Campus A Campus A Campus B The best result is selected. Only the fall 2021 result meets the accountability subset rule. If spring 2022 was selected as the best result, the result would not meet the accountability subset rule for inclusion at Campus A or Campus B. SATACT Inclusion —Accountability Subset The SAT/ACT results of accelerated testers (or the non -participation of accelerated testers in SAT/ACT) is attributed to the district and campus at which the student was reported as enrolled on October 2021 PEWS snapshot. Please see Chapter 2 for additional information on accelerated testers and the inclusion of SAT/ACT results. Chapter 1-2022 Accountability Overview 2022 Accountability Manual One of the primary sources for data used in the accountability system is the TSDS PENS data collection. The TSDS PENS data collection has a prescribed process and timeline that offer school districts the opportunity to correct data submission errors or data omissions discovered following the initial data submission. TSDS PENS data provided by school districts and used to create specific indicators are listed below. TSDS PEIMS data used for accountability indicators Data for 4-year Longitudinal Graduation Rate Class of 2021 5-year Longitudinal Graduation Rate Class of 2020 6-year Longitudinal Graduation Rate Class of 2019 Annual Dropout Rate 2020-21 school year Graduate with Completed IEP and Workforce Readiness Graduate Under an Advanced Diploma Plan and be Identified as a Current Special Education Student Earn an Industry -Based Certification Earned during 2020-21 2019-20, 2018-19, and 2017-18 school years Complete College Prep Course Dual Credit Course Completion Earn an Associate Degree 2022 Other �ndicators The CCMR component of the accountability system includes data from ACT, Advanced Placement (AP), International Baccalaureate (IB), SAT, Texas Success Initiative (TSI) assessment results, OnRamps, and level I and level II certificates. Other data used for Data reported for College, Career, and Military Readiness Tests as of July 2021 administration ACT college admissions test (2020-21, 2019-20, 2018-19, and 2017-18 school years) Chapter 1-2022 Accountability Overview 2022 Accountability Manual Other data used for Data reported for College, Career, and Military Readiness Tests as of June 2021 administration AP examination (2020-21, 2019-20, 2018-19, and 2017-18 school years) Tests as of May 2021 administration IB examination (2020-21, 2019-20, 2018-19, and 2017-18 school years) TSI assessment Tests from June 2011 to October 2021 administration Tests as of June 2021 administration SAT college admissions test (2020-21, 2019-20, 2018-19, and 2017-18 school years) Courses completed during the 2020-21, 2019-20, 2018— OnRamps dual enrollment course completion 19, and 2017-18 school years Certificates earned during the 2020-21, 2019-20, 2018— Level I and level II certificates 19, and 2017-18 school years Due to discrepancies between annual enlistment counts for Texas military enlistees aged 17-19 released by the United States Department of Defense and TSDS PEIMS military enlistment data for 2017 and 2018 annual graduates, military enlistment data is excluded from accountability calculations until such data can be obtained directly from the United States Armed Forces. Ensuring antegrity Accurate data is fundamental to accountability ratings. The system depends on the responsible collection and submission of assessment and TSDS PEIMS information by school districts and charter schools. Responsibility for the accuracy and quality of data used to determine district and campus ratings, therefore, rests with local authorities. An appeal that is solely based on a district's submission of inaccurate data will likely be denied. Because accurate and reliable data are the foundation of the accountability system, TEA has established several steps to protect the quality and integrity of the data and the accountability ratings that are based on that data. • Campus Number Tracking: Requests for campus number changes may be approved with consideration of prior state accountability ratings. Ratings of D, F, or Improvement Required for the same campus assigned two different campus numbers may be considered as consecutive years of unacceptable ratings for accountability interventions and sanctions, if the commissioner determines this is necessary to preserve the integrity of the accountability system. • Data Validation System: Data Validation is a data -driven system designed to confirm the integrity of district submitted data. Annual data validation analyses examine districts' leaver and dropout data, student assessment data, discipline data and may also validate other district submitted data. Districts identified with potential data integrity concerns engage in a process to either validate the accuracy of their data or determine that erroneous data were submitted. This process is 10 Chapter 1-2022 Accountability Overview 2022 Accountability Manual fundamental to the integrity of all the agency's evaluation systems. For more information, see the Data Validation Manuals on the PBM website at lar_ot,t2craytkNrgiAM1„N„eu„„I. • Test Security: As part of ongoing efforts to improve security measures surrounding the assessment program, TEA uses a comprehensive set of test security procedures designed to assure parents, students, and the public that assessment results are meaningful and valid. Among other measures, districts are required to implement seating charts during all administrations and maintain certain test administration materials for five years. All testing personnel are required to be trained in test security and administration procedures at least once. However, annual test administration training is strongly encouraged, especially for policies and procedures that have changed. Detailed information about test security policies for the state assessment program is available online at lott o t a N na�ntdocs.atlassian.net wi.ki aca (':� C,C,�AM1 a. a 2°: �1 0 11!: C t w Sa ceuN it K ................................................................................................................................................................................................................/................................K................................................................................K...........g.........................................................................................................................................................................y Not Rated: Data Integrity Issues: This rating is used when the accuracy and/or integrity of performance results have been compromised, preventing the assignment of a rating. TSDS PEIMS data submitted by districts, such as military enlistment data, are subject to audit at the discretion of the agency. Results of an audit may lead to corrective action plans, revised accountability ratings, or possible investigations under TEC, Section 39.057, and consequent actions and interventions under that section and TEC, Chapter 39A. This label is not equivalent to an F rating, though the commissioner of education has the authority to lower a rating or assign an F rating due to data quality issues. A Not Rated: Data Integrity Issues rating does not break the chain of consecutive years of unacceptable accountability ratings for accountability sanctions and interventions purposes. All districts and campuses with a final rating label of Not Rated: Data Integrity Issues are automatically subject to desk audits the following year. These steps can occur either before or after the ratings release, and sanctions can be imposed at any time. 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I IIIIII II I I I I . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 E E E E E E E E E E E E< < < < E E E E E< < < < < <E E E E E E as as as as as E E< < <E E E E E E< < < <E E E E< < < <E E E E E E E E E E E< < < <E E E E E E E< < < <E E E E E E E E E E E< < < <E E E E E E< < < <E E E E E E E E E E E E< < < <E E E E . . . . . . . . . . . . . ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 8 . . . . . . . . . . . . . 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . aaa . . I I I I . I I . I I I I I I I I I I I I I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .www . . . . .wwwww . . .www . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - - -- - - - . . . .. . . . 8 8 8 8 8 8 8 8 -- .. 8 -- -- - - - - -- - - -- - - .. .. . . . . .. . . .. . . 8 . . . . . . . . . . . . . .. . . . . .. . . .. . . . 0 0 0 0 0 0 0 E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E 0 0 0 0 E E E E E E E E< E E E E E 0 0 0 0 0 0000 E E E E E <<E E E E E E<< E E E E E E E E E E< E E E E E<< 0 0 0 E E E< E E E E E E E < < <E 0 0 E << E E <E 0 0 0 0 . . . . . . . . 0 0 0 0 0 0 0 0 0 0 0 0 0 E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . < < 0 0 0 0 0 0 0 0 0 0 0 0 . . . . . . . . . . . . . . . . . . . . aaaa aIII I I I I I I I I I I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .wwwwwwwwwwwwwwwww . . . . . . . . . . E E E E E E E E E E E E E vvvv. E E . . . E E E E E E E E E E E E E E E E E E E E E E E E E E E E . 0 E . E E E E E . . . . 000 00 . 0 0 0 0 0 0 0 0 0 0 aaaa aaa aaa E E E E E E E E E E E E .. . .. .. . . . E E E E E E E E E E E E E< < < E E E E E E E E E E E E E E E E E 00 0 0 . . as . . . E E E . . . . . . . . E E . . . . . . . . E E E . . . . E E . . . . E E . . . . . . . . . . . . 0 0 0 0 0 0 0 0 0 0 . . . . . . . . . . . . . . . . . . . . I I I I I I I I I I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .wwwwwwwwww . . . . . . . . . . . . . . . . . . . . . . . . . . . E E E E E E E . . . . . . . . . . . . . . . . . . . . . . . . . . . E E E E E E E E E E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E E E E E E E E E E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . < < <E E . . . . E E E E . . . . E E E E . . . . . . . . . . . . . . . . . . . . . . . . E E E E E E E E . . . . . . . . E . . . . . . . . . . . . . . .. . . . 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E E E E E E E E E E E E E E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E E E E E E E E E E E E E E E E E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 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E E . . . . E E E E E E E E E E E . . . . . . E E . . . . . . HH E E E E E E E E E E E E E .. . . . .. . . . . . . . . . . . . . . . . . ... . . . . . - --- ---- - -- .. . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . E E E E ... . .. . . . . . .. . . . . . . . E E E E ... . .. . . . . . . . . . . . . . vv . . . . . . E ... . .. . . . . . . . . . . . . . . . . E E E E E E E E E E E E ... . . . . . . . . . . . . . . E E E ... . .. . . . . . .. . . . . . . . . . . . . . . E E E E E ... . .. . . . . . . . . . . . . . . . . . . . . . . . . .. . . . .. . . . . ... . ... . . . . . . . . . . ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . --- - --- -- ---- ---- -- - -- - ---- - . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E E E E E E E . . . . . . . . . . . . . . . . . . . . . . E E E E E E E E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 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E E< < < < <E E E<<< < < << < << < < < << <E E E E E E E E E E E<<< < << < < < < < << < <E E E E E E E E E E E E E E< < < < < < < < < < < <E E E E E E E E E E E E< < < << < << < < < <<E E E E E E E E E E E E< << < < < < < < < < << < << < <E E E E< <E E E E E E< < <<<<<<< < << < <<<<< <<<< << <<E E< <E E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . - - - - dada as asa aaa. . . . . . . . . . . . . . . .. E E E E E E E E E E E E E E E E E E E E E E E E . . . . . . . . . . . . . . . . . . . . E E E E E E E E . . . . . . . . . . . E E E E E E E E E E E E E E E E E E E E E . . . . . E E E E E E E E E E E E E E E E E . . . . . . . . . . 0 0 0 0 0 0 0 0 0 0 0 0 E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E <<< < E E E E E E E E E E E E E E E << < < < < E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E << <<<<<< E E< E E E E E E E E E E E E E E << << << < E E E E E E E E <E E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 8 . . . . . . . .. . . . . . . . .. - -- - - - - - -- . . . . . . . . 8 8 .. . . . . . ... . .. . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 8 8 . . . . . . . . . . . . . . . . . . . . . . . . 8 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ma . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E E E E E E E E E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E E E . . . . . . . . . . . . E E E E E E E E E E E E . . . . . . . . . . . . . . . . E E E E E , E E , E E E E E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E E E E E E E E E E E . . . . . . . . . . . E E E E . . . . . .. . . .. . . . . . . . . . . E E E E E E E E E E E E E E E . . . . . . . . aaa . . . . . . . . <<<<<<<<< <<E E E E E E E E E E E . . . . . E E E E E E E E E E E E E 0 0 E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E . . . . . . . . . . . . E E E E E E E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E . . . . . . . . . . . . E E E E E E E E E E E E E . . . . . . . . . . . . . . . . . . . . . . . . . . . E E E E E E E E E E E E E E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . M t . . . . . . . . . . . .. . . . . ... . . . . . . E E E E E E E E E E E E E E aaa . . . . . . . . . . . . E E E E E E E E E E E aaa . . . . . . . . E E . . . .. . . E E E E E . . . . . . . . . . E E E . . . . . . E E E E E . . . . . . E E E E E E E E E E E E E E E E E E E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - - - - - - - - - - - - . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 8 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - - - - - -- - - 8 8 8 8 8 . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 . . . . . . = . . . . . . . . . . . . 8 8 8 I f f I I Iff flue fit 1 1 to cost cost I I H H I I I I I E -E 11 1 W EHII 1 11 do1 H HHI 111 HE lH E E E E E E E -E -E E E E E E E E E 1 1 1 M A lH 1 1 H 1 11 hII 1 111 lid! 111 Hl 11 A M lH 1 1 il i 11 HII 1 1 H Hill 111 1!E 1 W- - - it hit I- In- 1 h .... . 1 41 111111 .... 1:11hid'! 111, 4 '1 W W W 11"'Al 1 . . . . . '' '' . . . . . . . _LL . . . . . . . . . . . . . . E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 0 . . . . . . . . . . . . E E E E E E . . . E E E E E E E E E E E E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E E E E E . . . E E E E E E E E . . . . . . . . . . . . . . . . . . . . . . . . . . . E E . . . . . . . E E E E E E E E E E E E E E E E E . . . . . . . . . . . . . . . . . . . E E E E E E E E E E E E E E E E E E E E . . . . . . . . . . . . . . E E . . . . . . . . . . . . . . . . . . . . . . . E E E E E E E E E E E E E E E E E E E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E E E E E E E E E E E E E E E E E E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 02 2 02 8 2 . . . . . . . . . . . . . . . . . . 8 8 2 1�2 8 .2 I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 8 8 8 8 0000-o - - - - - - - - - - - . . . . . . . . . . . . ........ E E E E E< < < << <E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E . E E E E< < <E E E E . E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E< < < < << << < < <E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E . E E E E E RG F4 �' a R � N V O N N R � L N 9 R h "d "d "d fl "d "d o "d "d 8 " "d o 8 � 5 0 � "d Y �rc ���rc £ - - o � - i � w � 0 0 00 �? Y � o � � F _ z z z � `¢' z z z z _ _ w 3 __ _ pY 8 _ �o _ _ fl fl fl _ m£ _ fl fl flfl . . . . . . . . . . . . . . . . . . . . . . . . . . E E E E E E E E E E E E E E E E , E E E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E E E E E E E E E E E E E E E E E E E E E E E E . . . . . . . . . . . . . . . . E E< << < < <E E E E E E E E E E E E E E E E E . . . . . . . . . . . . . . . . E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - - - - - - - - - - - - - - - - ... . . . ...... . . . . ........ . . . ..... ... . ........ . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . wpm ... . . .... . .... . . . . . . . ..... . . . ............ - ---- ---- - -- ----- -- - ---- --- ----- ..... . .......... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - - - - - - - - - - - - - - - - - - - - - - . . . . . . . . . . . . . E E< < <E E E E E E E E E E E E E E E E E E E E E E E E E . . . . . . . . . . . . . . . . . . as E E E E E E E E< <E E E E E E E E E E E E E E E< < < < < <E E< < <E E E E E E a a as as E E< < <E E< <E E E E E< E E E E< <E E E E E E E E E E E E E E E E . . . . .. . . . . E E E< E E< <E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E - - - - - - - - - - . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I I I I I I I I I I I I I fl I I I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E E E E E E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E E E E E E E E E E E E E E . . . . . . . . . . . . . . . E E E E E E E E E E E E E E E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E E E E E < E E E E E . . . . . . . . . . . . . . . . E E E E . . . . . . . . . . . . . . 0 0 0 0 0 0 0 0 0 0 0 0 0 0 E E E E < E E < E E E E E E E . . . . . . . . . . . . . . E E E E E E E E E E E . . . . . . . . . . . . . . < E E E E oho 0 0 E E E E E E E E E E E E . . . . . . . . . . . . . . . . . . . . . . . . . . . . E E E E E < E E < < E E E E E E E E E E < < < < < E E E E E E E . . . . . . . . . . . . . E E E E E E E E E E E E E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E E E E E E E E E E E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E E E E E E E E E E E E E . . . . . . . . . . . . . . . . . . E E < < E E E E E E < E E E E . . . . . . . . . . . . . . E E < < < < . . . . . . . . . . . . . E E < E E E E E E < E E < < < E E E E E E < E E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E 0 0 0 0 E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E . . . . . . . . E E E E E E E . . E E E E E E E E E E E E E E E E E E E E E E E E E . . . . . . . . . . . E E E E E E E . . . E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E< < <E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E 8 8 8 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 8 amo . . . . . . . . . . T m M 0 0 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E . . . . . .. . . . . . . . . . . . . . I I I I I I I I I I I E E E E g g g g . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . aaaaaaaa . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E E E E E E E E E E E E E E , E E E E E E E E E E E E E E E E E E E E E E E E E , E E E E E E E E E , E E E E E , E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E . . . . . . . . . . . . . . . . . . . . as as aaa a as E E E E E E E E E E E E E E E E E E E E E E E . . . E E E E E E E E E E E E E E E E E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 - - - - - - - - - - . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 8 . . . . . . . . . . . . o 0 0 0 0 0 0 E E E E E E E E E E E E E E E E . . . E E E E E E E E E E E E E E E E E E E E E E E E E . . . . . . . . . . E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E . . . . .vvv . E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E 8 8 8 8 fl YY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . o o o o o o o o o o o o o 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 . . . . . . . . . . . . . I aaa E E E E 1 11 1 1 h 1 1 1 1 !E !E !E -E !E !E !E !E -E as !E !E -E !E 'IE 'IE 'IE -E 'IE -E 'IE 'IE 'IE 'IE -E 'IE -E 'I E E 1 1 1 1 1 h 'IE 'IE -E 'IE 'IE 'IE 'IE 'IE 'IE 'IE 'IE 'IE 'IE 'IE 'IE 'IE -E 'IE E E E �E 1 1 1 H 1 1 !E !E !E !E !E u pu nil unu u B 7 9 R 8 S 8 8 i i 8 28salfRi E R8 7 7 mg BEE 0 0 3 8 8 E 8 A i A OR 8 9 R R 1 1 0 11 11 1 oil 10 1 D 1 0 1 ........ . ........ . ........ . . . . . . . . . . . . . . . . . . . . . E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E ......... .. . . .. . ......... .. . . .. . .. ........ . E E E .... E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E ........ . E E E< <E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E ........ .. E, E E E E E E E E E E E E E E E, E E E E E E E E E E E E E E E E E E E E E E E E ........ .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 8 8 8 8 8 8 8 8 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I I I I I I I I I I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 0 0 0 0 0 0 0 0 0 . . . . . . . . . . . . . . . . . . . . - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 8 8 8 8 8 8 8 8 8 8 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - - - - - - - - - - - - - gip.... . . . . . . . . . . . . . - - - - - - - - - - . . . . . . . . . . . . . - - - - - - - - - - - - - . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E E E E E E E E< < < < <E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E< << << << < <E E E E E E E E E E E E E E E E E E E E E E . . . . . . . . . . . . . E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E< < < <E E E E E E E . . . . . . . . . . . . E E E E E E E E E E . . . . . . . . . . . . E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E . . . . . . . . . . . . . . . . . . . . . . . . . . E E E E E E E E E E E E E E E E E E E E E E . . . . . . . . . . . . . E E E E < < << E E E E E E E E E E . I I I I I I I I I I I I I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . a mmm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - - - - - - - - - - - - - . . . . . . . . . . . . . . . . . . . . . . . . . 8 8 8 8 8 8 8 8 . . . . . . . . . . . . . . . . . . . . . . . . . Q Q to— Q Q cook::: 0 0 0 0 0 0 0 ,non to nnnnn cost .... ... . . ..... ... . ....... .. ..... ... . . ..... .... ..... .. . ...... .. . ... . . .. - - - -- ------ -- ---------- ---- - -------- --- -- ---- --- -- --- ------ --- -- ---- - -- --- . . ..... . ......... . ....... .. . . . . . . ..... . ......... . ....... .. . ... . . .. ..... . ....... .. . ... . . .. . . ..... . ......... . ....... .. . 11 HIM 11 HHHHH HH 1 H!HHl W H. . . ... >>. >>. . 0 0 0 0 0 0 0 0 E E E E E E . . . . . . . E E E 0 0 0 0 0 0 0 0 0 E E E E E E E E . . . . . . . E E E E 0 0 0 0 0 E E E E 0 0 0 0 0 0 0 0 0 E E E E E E E E E E E E 0 0 0 0 0 0 0 0 0 E E E E E E E E E E E E E E E E E E E E E E E E 0 0 0 0 0 0 0 0 0 E E E E E E . . . . . . . E E E . . E E E E E E E E . . . . . . . . E E E E E E E . . . E E E E E E E E E E< <E E E E E E< E E E E E E E E E E E E E E E E < <E E E E E E E E E E E E E E . . . E . . . . . . . . . . . . . . . . 8 . . . . . . . . . . . . . . . . . . . . . . . . . . 8 . . . . . . . . . . 8 8 . . . . . . . . . . . . . . . . . . . . . . 8 8 . . . . . . . . . . . aaa dada . . . . . . . . . . . . . . . . . . . . . . ... . . ... . . . . . . . . . . . . E E E . . . E E E E E E E E . E E E E E E E E E E E E E E E E E E E E E E E E E . . . . . . . . . E E E E E E E E E E E E E E E . . . E E E E E E E E E E <<<< E E E E E E E E E E E E E E <<E E E E E E E as a as E E E E E<< E E E E E E E E E< < < < < E E E E E E E E E E< < < < E E E E E E E E E E E E as << <E E << < < << <E E E E E E as a as E E E E E < < <E E E E E E E E E E E E E E E E aaa as aaa E E E E E E E E E E E E E E E E E E E E E E E E E E E E E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 8 8 8 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 8 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 8 8 8 8 8 8 8 . . . . . . . . . . . . . aaaaa .aaaaa a a v v vv v v vv v vv v v v v v v v v v vvvvv v v v v vv v v vv vvvv < < << < < << < << < < < < < < < < < <<<<< < < < < << < < << <<<< < as a vvvv v v v vv v vvv v vvv vvvv v v vv v v v vv <<<< < < < << < <<< < <<< <<<< < < << < << < < < << < as a s a as a aaa aaaaa aaa a s a a s as a a as vvvvv vvv < << < < < << < <<< <<<<< <<< < < < < < << < < << < as a as a as aaaaa aaaa a s a as as a s a a a a v vv v vv v vv vvvvv vvvv v v v vv vv v v v v v v < << < << < << <<<<< <<<< < < < << << < < < < < < aaa a s as a aaa aaaaa aaaa a a a a as a s as as vvv v v vv v vvv vvvvv vvvv v v v v vv v v vv vv v <<< < < << < <<< <<<<< <<<< < < < < << < < << << < a a as v v v v vv v vvvv vvv vvvvv v v vv v v < < < < << < <<<< <<<<<<<<< < < < << < < << < < gee 0 - - - - - - - - "d o ...... a$$ m $ o � . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . w w w w . . . . . . . . .. . . . . . . . . . . . . E E E E E E E E E E E< < < < < << E E E E< < < < < < E E E E E E E E E . . . . . . . . . . . . . . . . . .. E E E E E E E E E E E E < <E E E E E E E . . . . . . . . .. < < < << <<<< E E E . . . . . . . . .. E E E E E E E E E< E E< << E <E E E E E E E E E E E E E E < < < < < <<<< E E E E E E E E E E E E E . . . . . . . . . . . . . E E< < < < << E E E E E E E E E E<< E E< < < < < E E E E . . < <E E E E E E E < <E E E E <<<< << . . . . . . . . .. < < < << <<< << E E E . . . . . . . . .. . . . . . . . . E < < < << < < << E E E E E < < < << < <<<< E E E E E E E << < <<<< E E E E E E E E E E . . . . . . . . . . . . . . . . . ... . . . . . . . . . .... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - - - - - - - - - - . . . . . . . . . . . . . . . . . . . . . ..... . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 0 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . o o o o o o o o o o o o . . . . . . . . . . . ... . . . . . . . . . . . . . . ... . . . . . . . . . . . . . . ... . . . . . . . . . . . . . . . . . .. . . . . . . .... . .. . 8 8 8 8 8 8 8 . . . . . . . . . . . ... . . . . . . . .. . . . . . . .... . .. . . . . . .. . . . . . . .... . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 8 . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 8 8 8 8 8 8 . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . < < < < < < < < . . . . . . . . . . . . . - - - -- - - - -- - - - - - - - . . . . . . . . . . . . . . . . . . 8 8 8 . . . 8 8 8 8 8 . . . . . . . . . . . . . . . 8 . .. . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . .. . . . . . .. . . . . . .. . . . .. . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . .. . . . . . .. . . . . . .. . . . .. .. . . . . . . . .. . . . . . .. . . . . . .. . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 8 8 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 00 0 ...0 00 00 ... 000 ....00000 amain w. . w . . w. . . w. . .w���� 8 8 8 8 8 8 8 8 8 8 8 8 . . . . . . . . . . . . . . . . . I H 1 H 1 H 1 11 11 HMM 111111111HO . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 0 0 0 0 . . . . . . . . . . . . . . . . . . 0 0 0 0 . . . . . . 0 0 . . . . 0 0 . . . . . . . . . 0 0 0 0 0 0 0 . . . . . - - - 0 0 0 0 . . . . . . . . . - - - - - - - 0 0 0 0 0 0 0 0 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . - - - - - - - - - - - - . . . . . . . . . . . . - - - - - - - - - - - - . . . . . . . . . . . . 8 8 0 0 0 0 0 0 E E E E E E <<< E E E E 0 0 0 E << E E <<E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E aaa E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E �2 E E 02 E E E E E E E E . . . . . . . . . . 8 . . . . . . . . . . 8 8 8 . . . . . . . . . . . I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 0 0 0 0 0 . I I I I I I I . . . . . . . . . . . . . . . . . . . . . . I I I I I I as . . . . . . . . . . . . . . vvv . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E E E E< <E E E E E E E E E E E E E E E E E E E E E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E E< < <E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E as E E E E E E vv E E E E E E E E E E E E E E E as as as a as aaa as vv E E E E E E E E E E E E E E - - - - - - - - - --- - - - - - - - - - - - - . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. ...... . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . ...... .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . . . . . . . . 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 E E E E E E E E E E E E E E E E E E E E vv . . . . . . . . . . . . E E E E E E . . . . E E E E E E . . . . . . E E E E E E E E .. . . . . . . . . . . . E E E E E E . . . . . . . E E E E E E E E E E E E E E E E E E 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . I I I I I I I I I I I I I I I I I I I I I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .wwww . . . . . . . . . . . . . .wwwwww . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . as . . . . . . . . E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E . . . . . . . . . . .. E E E E E E E E E . . . . . . . . . . . E E E E E E E E E E E E E E E E E E E E E E E E E E E E E 0 0 0 0 0 0 E E E E E E E E E E E E E E E 0 0 0 0 0 0 0 0 0 0 0 0 0 .. . . . . . .. . . . . . .. I I I I I .. . . . . . .. . . . . . .. . . . . . .. . . . . . .. . . . . . .. . . . . . E E E E E E E E<< << E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E<<<< E E E E E E E<<<< 0 0 0 0 0 0 0 < <E E E E E E E E < <E E < <E E . . . . . . . . . . 8 8 8 8 8 8 8 8 8 - - - - - - - - - - - - . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 8 8 8 8 8 8 8 8 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 8 8 . . . . . . . . . . . . . . . . . . . .. . . . . . . . .. . . . . . . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . -- .. . . . . . . . . ... R -- R R R R R R R R . . . . . . . . . . . . . . . . . . . . . . . . - -- - - - ------ -- --- - -- ----- ... . .. . . .. ... . .. . . ... ....... .. .. .. . ....... . .. ... . . . . . . . . . . . . . . . . . . . . . . . . . . . . E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 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E E E E E E E E E E E . . . . . . . . . . . . . . . . . . . . . . . . . . . aaaaaaaaaa . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . E E E E E E E E E E E E E E E E E E E E E E . . . . . . . . . . . . aaaaaaaaaa vvvv I I I I I I I I I I E E E E E E E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . <<<< < <<<<<<<<<<< < < <E E E E E E E E . . . . . . . . . . . . . . . . . . . . . . . . . . E E E E E E E E E E E aaaaaaaaaa . . . . . . . . . . . . . . . . . . . . . . E E E E E E . . . . . . . . . . E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E . . . . . . . . . . . . . . . . . . . . . . . . . . aaaaaaaaaa aaa vvvv. . . . . . . . . . . . . . . <<<< < <<<<<<<<<< E E E E E . .. .. . . E E E E E aaaaaaaaaa . . . . . . . . . . . . . . . . aaa . . . . . . . . . . . . . . . E E E E E E E E E E E E E E E E . . . . . . . . . . E E E E E . .. .. . . E E E E E E E E . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .apa . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . .. . . .. . . . . . . . . . . . . . . . . . . . . . . . . . . . .. . . .. . . . . E E E E E< E E< E E<< E E E E E E E E < < < < E < < E E E E . . . . . . . . . . . . . . . . . . . . E E . . . . . . . . . . . . . . . . . . . < << < <<< < << <E E E E . . . . . . . . . . < <<E E E E E E E E E E E E E E E E < <E E E E E E E E E . . . .. .. E E E E . . . . . . . . . . E E E . . . .. . E E E E E E . . . . . . . . . . E E E E E E E E E E E E E E E E E E E E E E E E E E E E . . . . . . . . . E E E . . . . . E E E E E E . . . . . . . . . . . . . . . . . E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E . E E E E E E . . . . . . . . . . . . . . . . . . . . E E E E E E E E E E E E E E E E E E E E . . . . E E E E E E . . . . . . . . . . E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E E . . . . . . E E E E E E E E . . . . . . 8 8 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 8 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 8 8 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 . . . . . . . . . . . . . . . . . . . . . 8 8 El EM EM Q txo m OC X Z 0 `o 0 00 00 o c 00 N ct Q O � O w ct 0 0 0 N M � O � ct ct 1-1 � � w .ct WESTLAKE ACADEMY RESOLUTION NO. 23-02 A RESOLUTION OF THE WESTLAKE ACADEMY BOARD OF TRUSTEES APPROVING TEXAS ACADEMIC PERFORMANCE REPORT (TAPR). WHEREAS, Annually, the Texas Education Agency requires all Districts and Charter Schools to provide a public hearing on TAPR results; and and WHEREAS, Westlake Academy has received an Overall rating of A for TAPR results; WHEREAS, the resolution shall be approved by the Board of Trustees NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF WESTLAKE ACADEMY: 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 Board of Trustees of Westlake Academy does hereby approve the Texas Academic Performance Report (TAPR) attached hereto as Exhibit "A". 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 Board of Trustees 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 JANUARY 2023. Sean Kilbride, President ATTEST: Amy M. Piukana, Board Secretary Dr. Sean Wilson, Superintendent Resolution WA 23-01 Page 1 of 2 APPROVED AS TO FORM: L. Stanton Lowry, Town Attorney Include any Exhibits along with your Resolutions or Ordinances in a separate file. Resolution WA 23-01 Page 2 of 2 „..I i 4 N E T O W N O F WESTLAKE OI STI N Ci IV NV Off I f'N File #: RES 23-10 Town of Westlake Staff Report Agenda Date: 2/15/2023 TOWN STAFF REPORT RECCOMENDATIONS 1500 Solana Blvd Building 7, Suite 7100 Westlake, TX 76262 Agenda #: 1.1. Consider approving Resolution 23-10 authorizing the Mayor to negotiate an agreement with Brodie Modular Company for the construction of two modular buildings at Westlake Academy located at 2600 JT Ottinger Road; and take appropriate action STAFF: Troy Meyer, Assistant Town Manager BACKGROUND: In 2011, three used modular buildings (4,200 sq. ft.) with 6 classrooms were added to the campus. In 2013 three additional modular buildings were added to the campus totaling six portable buildings with 12 classrooms and 8,400 sq. ft. Due to the age of the three modular buildings the Town Council has requested they be replaced with new modular buildings. On December 19, 2023, at the Town Council meeting staff presented two base proposals from RamTech Building Systems and Mobile Module for a six- classroom, restroom, and office space modular building. See attached floor plan. The Head of School has reviewed and approves the floor plan. Base proposal, • RamTech Building systems $733,340.00 • Mobile Module $804,190.00 Both vendors are members of Buy Board purchasing co-op which meets the state's bid requirements. Additional cost includes the following: • Power hook ups $10,000 to $13,000 Include in proposal • Plumbing hooks up $15,000 to $20,000 Include in proposal • Site work $6,000 to $12,000 Include in proposal • IT/data $130,000 to $170,000 Town • Deck and ramps $7,000 to $10,000 Include in proposal • Fire Alarm System $12,000 to $16,000 Include in proposal • Sprinkler system connection $15,000 to $19,000 Include in proposal • Landscaping $20,000 to $28,000 Include in proposal • FF&E $180,000 to $250,000 Town • Security equipment $10,000 to $20,000 Include in proposal • Additional Window allowance $5,000 to $10,000 Include in proposal • Project 7% contingency $245,000 Town • Total $655,000 to $813,000 Town of Westlake Page 1 of 3 Printed on 2/23/2023 7c,,wo lod ly I a>pIsIrar nvl File #: RES 23-10 Agenda Date: 2/15/2023 Agenda #: 1.1. The Westlake Academy Capital Fund has a current balance of $3,743,460.00. Total updates estimated cost of the project: • RamTech 14,336 Sq. Ft. and site work $2,863,600.00 • Mobile Module and site work $ no proposal received as of 2/8/23 This purchase will be made through the BuyBoard cooperative purchasing services that meet all state bid requirements for local government. On Friday, December 9 the Head of School requested to consider replacing the second set of modulars to increase the number of classrooms by one (1) and add office space. The Town Council directive was to contact Brodie Modular Company to get a proposal to install modular buildings on a slab or piers to increase the safety of the buildings. Town staff and Council members visited the Brodie Company manufacturing facility in Austin TX. in January 2023. Town staff sent the Brodie team the town process to install the proposed modular building on the Westlake Academy campus. Which include the following: • A 3D drawing and building plan will need to be presented to Development Review committee. • Present plans to the Town Council for approval. • Brodie Modular Company will need the following: • Commercial building license • Two-year performance, maintenance, and payment bonds • One million dollars of liability insurance coverage • Sole source statement • Why the Brodie Modular Company is the only one that can provide the building. • Please include delivery and installation by August 1st • What type of materials would be used, windows, exterior of the building, steel reinforcement and others. • Would need the letter by Friday, February 3rd. • Timeline of the project. • Contingency plans for any delays that may occur due to weather or supply chain issues. • Modular units must meet all public building codes and Westlake building guidelines. • Follow the Town code of ordinances for building articulation chapter 102-121- C The Brodie Team has estimated the project would cost $3.5 million for 12,500 sq. ft. of space (no written proposals as of 2 /8/23). The project would include site work, relocation of the utilities and installing new fiber from the A&S building. Staff met with the Brodie team by phone on Feburary 1, 2023 to confirm what would be needed to replace the current modular buildings with new modular buildings. Staff was informed that Dr. Wilson Head of School met with the Brodie team and had requested the following: • Two buildings w/ 12-14 classrooms w/ accommodations for 25 students/classroom • 2 Plumbing (water/gas) and electrical for science classrooms (2x) and water (sinks) for the arts (2x) • 2 private co-ed bathrooms for teachers Town of Westlake Page 2 of 3 Printed on 2/23/2023 7c,,wo lod ly I a>gls= rar nil File #: RES 23-10 Agenda Date: 2/15/2023 Agenda #: 1.1. • Adequate restrooms for —175 students • Separate private area for admin office in each building • Charging stations for devices • Data closet per building • Wi-Fi access points • Landline in every classroom and admin office Staff received an email from the Brodie team on February 3rd and 4' with a scope of work to replace the current modular buildings. See Exhibit "A" The scope did not include pricing, site work, replacement of fiber. The next steps: • Staff works with Head of School on FF&E programing. o Replacement furniture o Technology • Staff will review the Brodie proposal. • Confirm if Mobile Module can meet the August 1 st deadline and the attached scope of work. • Town Council gets direction on the replacement of the second set of modules buildings. Staff has confirmed that RamTech could not meet the August 1st deadline for the project. As of February 2, 2023, Mobile Modular can meet the August 1 st deadline with an approved agreement by February 15, 2023. Staff will follow up with them to confirm they can deliver the about scope of work. STAFF RECOMMENDATION: Staff recommends approving Resolution 23-10, authorizing the Mayor to negotiate an agreement with Brodie Modular Company for construction of two (2) modular buildings. TOWN COUNCIL ACTION/OPTIONS: 1) Motion to approve Resolution 23-10, as presented. 2) Motion to amend Resolution 23-10, with the following stipulations (please state stipulations in motion) 3) Motion to table 4) Motion to deny Town of Westlake Page 3 of 3 Printed on 2/23/2023 7c,,wo lod ly I a>gls= rar nil Brodie 28=3 IIIII U AIllf°°° This letter serves to provide a scope of work for Westlake Academy's replacement of the existing portable learning facilities through Brodie Modular. Following an executed contract and approved design, Brodie will perform the scope of work listed below. Brodie Modular to Provide • The manufacturing and installation of 2 buildings totaling approximately 12,500 ft.2 to serve as an enhanced learning environment for the students of Westlake Academy • Improve and ensure the health and security of students and faculty occupying auxiliary learning facilities. • 6- classrooms per building with accommodations for up to twenty-five students per classroom • Two private, co-ed restrooms for teachers per building • Adequate restrooms for approximately 150 students per building • Minimum 4 toilets for women's restrooms 3 toilets or urinals men's restroom • Private administrative office in each building. • Charging stations for mobile learning devices in each classroom. • Wi-Fi access points with IT closet in each Building • Electrical subpanel in each classroom • Gas stub -in for 2 science rooms • Sink for 2 Science and 2 Art class rooms. • R-24 exterior wall components with cementitious materials. • R-35 floors and Ceiling • No wall mounted HVAC units. • HVAC to include. • Twenty percent make up air. • HEPA filtration system • Separate Thermostatic controls for each classroom. • Centralized diffusers and returns. • Natural lighting from windows • Minimum Two hundred square feet of windows per classroom. • Bullet proof laminated level 3 glass windows, • Fully sprinkled Building with Riser in each building. • Simplex alarm system. • Security doors with access security and surveillance equipment. 4400 Supply 3:;;c udl y:rulc 100 Austin, Ic)(as 78744 , (51 ) W36935 5 • Sewer and water connections to new buildings. • Fiber optic from Arts building to new buildings. • Site work for accessibility to new classrooms. • Landscape replacement as needed. • Present plans to the Town Council for approval. • Two-year performance, maintenance, and payment bonds • One million dollars of liability insurance coverage • Delivery and installation by August 1 sc • Contingency plans to be set in place for any delays that may occur due to weather or supply chain issues. • Brodie will follow Code of Ordinances of The Town of Westlake. • Per: Code of Ordinances of The Town of Westlake. • Licensing will be obtained from Texas Department of Licensing and Registration. 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A%�Illlllll��lr. 1500 Solana Blvd Town of Westlake Building 7, Suite 7100 4 Westlake, TX 76262 N E� T° W N ry o F Staff Report WESTLAKE °I Si I N Ci IV NV °[SI f'N File #: 23-60 Agenda Date: 2/15/2023 Agenda #: 1.2. TOWN STAFF REPORT RECCOMENDATIONS Presentation and Discussion of the Sam & Margarete Lee Arts and Sciences Center Facility STAFF: Troy Meyer, Assistant Town Manager BACKGROUND: The Westlake Academy campus opened in 2003 with 55,000 sq. ft. in three buildings on 21 acres. The Sam & Margarete Lee Arts and Sciences Center was the first expansion project completed in 2010 which added 8,500 sq. ft. with two labs, one art room, office space and meeting space. In 2011, three portable buildings (4,200 sq. ft.) with 6 classrooms were added to the campus. In 2012 Bennett Partners was hired to create a Facilities Master Plan for the Westlake Academy that would look at growth options within the 24 acres campus and off -site properties. This final plan was approved by Town Council in December 2012. In 2013, the Town Council approved the Westlake Academy Expansion Phase One of the approved master plan which included the Fieldhouse, Secondary Building, and Multi -Purpose Hall. This Phase One project was completed in 2014 and added 38,000 sq. ft. Also, in 2013 three additional portables were added to the campus totaling six portable buildings with 12 classrooms and 8,400 sq. ft. The WA Campus Facility Master Plan was discussed as to the possibility of funding an update to this Plan at the Budget Retreat with Council during preparation of the FY17-18 Budget. No funding was included in the FY 17-18 Budget to retain professional services to update this six -year -old plan. On August 8, 2022 the Town Council approved an agreement with Bennet Partners to provide programming and schematic design service for the Westlake Academy expansion of the Sam & Margarete Lee Arts and Sciences Center. There were two program meetings held on June 6t', and September 13' with teachers, principals and town staff. BP also held a meeting at the A&S building with the science teacher to look at current lab spaces. Dr. Wilson requested to remove the office space on the first floor to add an 11' general class. Funding sources for these projects include the following: • WA capital improvement fund • A&S restricted fund Opportunity for the Westlake Academy Foundation: Create a capital campaign Private donors Town of Westlake Page 1 of 2 Printed on 2/23/2023 7c,,wo lod ly I a>pIsIrar nvl File #: 23-60 Agenda Date: 2/15/2023 Agenda #: 1.2. • Bond issuance that would require voter approval. Current funds available through Municipal Economic Development Agreement Fund: Current balance - $3,743,460.00 and A&S donations - restricted Funds $2,962,287.00 for a total of $6.7M. The estimated cost for the two-story building is $M this includes: • Contraction • Design • Engineering • Furniture, fixtures and equipment • IT equipment • Security equipment STAFF RECOMMENDATION: Discussion item, no action will be taken on this item. Town of Westlake Page 2 of 2 Printed on 2/23/2023 7c,,wo lod ly I a>gls= rar nil NR1UlAJYJl9J'��1 N1UlA1YJl9)JI�1` � ?!�� '"PdIJJI!Illlll�f '�AI111J'1111111VIlllllllll a �pi00000000000U1 �/UJI1111�Upfi�! "�Vllllll� pfi�! oIIVIVVIUUIUUII ..UUUUUUUUflIli I'll UlA1YJl9olm I�V�UJkJP11Plr��/� /I�;IIIIII�UlU1D,U�f6' ��1/Ill IIIOlijfl �PN�11!IUI�� ////( ��IlIUU1,NryV)yyy. Nfrt �� J �NI�fr(VuV� NJ "y�Nill�JJ�JI �IAJAJDI���/ry/���J uN!'V "' J f IUNIUIa'JP72PlY1P1121//l � I�IV�DlAJY11Plr��/� ����lUUUUUUUU�� �Vp °g N�,VIIII�IDU1D,pJup��J� I°IJII�Y �igNPl1!IUII>Y �� UUUUUUUU�� �NN��Il UU ° �IM��UUUUUUUU1JIDl� JJ�A PPI UDA111V p VIVVIUNUUII .� IIIU... 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TOWN STAFF REPORT RECCOMENDATIONS Consider approving Resolution 23-07 directing Publication of Notice of Intention to issue Combination Tax and Revenue Certificates of Obligation to provide funds for Westlake Academy Improvement Projects; and resolving other matters relating to the subject; and take appropriate action STAFF: Rudy Segura, Bond Counsel/Debbie Piper Interim Finance Director BACKGROUND: The Town Council may consider Publication of Notice of Intention to issue Combination Tax and Revenue Certificates of Obligation for the purpose of replacing six existing portable school buildings for Westlake Academy, ranging from 18-24 years in age, which were purchased used by the Town circa 2012. They have outlived their useful lives, lack any sort of fire suppression, and the HVAC systems are regularly failing on all six units. Town would purchase 8 modular buildings made of sturdier materials and tornado -proof windows, with modern life safety systems. One of these buildings would be dedicated to the School Resource Officer. The Town Council has been provided two funding options for the Westlake Academy facilities. (Certificate of Obligations or Tax Note ) STAFF RECOMMENDATION: Staff recommends the Town Council provide direction and consider approving Resolution 23-07, directing Publication of Notice of Intention to issue Combination Tax and Revenue Certificates of Obligation to provide funds for Westlake Academy Improvement Projects. TOWN COUNCIL ACTION/OPTIONS: 1) Motion to approve Resolution 23-07, as presented. 2) Motion to approve with the following stipulations (please state stipulations in motion) 3) Motion to table 4) Motion to deny Town of Westlake Page 1 of 1 Printed on 2/23/2023 7c,,wo lod ly I a>pIsIrar nvl RESOLUTION NO. 23-07 RESOLUTION DIRECTING PUBLICATION OF NOTICE OF INTENTION TO ISSUE COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION TO PROVIDE FUNDS FOR WESTLAKE ACADEMY IMPROVEMENT PROJECTS; AND RESOLVING OTHER MATTERS RELATING TO THE SUBJECT WHEREAS, this Town Council deems it advisable to authorize publication of notice of intent to issue certificates of obligation for the purposes hereinafter set forth; and WHEREAS, the Town of Westlake (the "Town") expects to pay expenditures in connection with the projects described in "Exhibit A" to this Resolution prior to the issuance of the certificates of obligation hereinafter described; WHEREAS, this Town Council hereby finds, considers and declares that the reimbursement of the payment by the Town of such expenditures will be appropriate and consistent with the lawful objectives of the Town and, as such, chooses to declare its intention, in accordance with the provisions of Section 1.150-2 of the U.S. Treasury Regulations, to reimburse itself for such payments at such time as it issues the hereinafter described certificates of obligation; WHEREAS, it is hereby officially found and determined that the meeting at which this Resolution was considered was open to the public, and public notice of the time, place and purpose of said meeting was given, all as required by Chapter 551, Texas Government Code. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS: Section 1. Attached hereto and marked "Exhibit A" is a form of notice, the form and substance of which are hereby passed and approved. Section 2. The Town Clerk shall cause said notice to be published in substantially the form attached hereto, in a newspaper, as defined by Subchapter C, Chapter 2051, Texas Government Code, of general circulation in the area of said Town, once a week for two consecutive weeks, with the date of the first publication to be before the 45th day before the date tentatively set for the passage of the ordinance authorizing the issuance of the certificates, and, if the Town maintains an Internet website, continuously on the Town's website for at least 45 days before the date tentatively set for the passage of the ordinance authorizing the issuance of the certificates. Section 3. All costs to be reimbursed pursuant hereto will be capital expenditures; the proposed certificates of obligation shall be issued within 18 months of the later of (i) the date the expenditures are paid or (ii) the date on which the property, with respect to which such expenditures were made, is placed in service; and the foregoing notwithstanding, the certificates of obligation will not be issued pursuant to this Resolution on a date that is more than three years after the date any expenditure which is to be reimbursed is paid. Section 4. This Resolution shall be effective immediately upon adoption. PASSED AND APPROVED BY THE TOWN COUNCIL, OF THE TOWN OF WESTLAKE, TEXAS, this 15th day of February, 2023. Sean Kilbride, Mayor ATTEST: Amy M. Piukana, TRMC, CMC, Town Clerk [SEAL] EXHIBIT A TOWN OF WESTLAKE, TEXAS NOTICE OF INTENTION TO ISSUE COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION TO PROVIDE FUNDS FOR WESTLAKE ACADEMY IMPROVEMENT PROJECTS NOTICE IS HEREBY GIVEN that the Town Council of the Town of Westlake, Texas, at its meeting to commence at 6:00 P.M. on May 22, 2023, at the Town Hall, Council Chambers, 1500 Solana Boulevard, Building 7, Suite 7100, 1st Floor, Westlake, Texas, tentatively proposes to adopt an ordinance authorizing the issuance of interest bearing certificates of obligation, in one or more series, in an amount not to exceed $10,000,000 for paying all or a portion of the Town's contractual obligations incurred in connection with (i) acquiring, constructing, installing, and equipping additions, improvements, extensions, and equipment for the Issuer's existing facilities, including Westlake Academy; and (ii) legal, fiscal and engineering fees in connection with such projects. The maximum interest rate for the certificates may not exceed the maximum legal interest rate, and the final maturity of the certificates shall not exceed forty (40) years from the date thereof. The estimated combined principal and interest required to pay the certificates to be authorized on time and in full is $18,001,817. The current principal of all outstanding debt obligations of the Town is $48,874,000. The current combined principal and interest required to pay all outstanding debt obligations of the Town on time and in full is $65,476,774. The Town proposes to provide for the payment of such certificates of obligation from the levy and collection of ad valorem taxes in the Town as provided by law and from a pledge of certain surplus revenues of the Town's waterworks and sewer system, remaining after payment of all operation and maintenance expenses thereof, and all debt service, reserve, and other requirements in connection with all of the Town's revenue bonds or other obligations (now or hereafter outstanding), which are payable from all or any part of the net revenues of the Town's waterworks and sewer system. The certificates of obligation are to be issued, and this notice is given, under and pursuant to the provisions of V.T.C.A., Local Government Code, Subchapter C of Chapter 271. TOWN OF WESTLAKE, TEXAS EXHIBIT A TOWN OF WESTLAKE, TEXAS NOTICE OF INTENTION TO ISSUE COMBINATION TAX AND REVENUE CERTIFICATES OF OBLIGATION TO PROVIDE FUNDS FOR WESTLAKE ACADEMY IMPROVEMENT PROJECTS NOTICE IS HEREBY GIVEN that the Town Council of the Town of Westlake, Texas, at its meeting to commence at 6:30 P.M. on [Apffl 24/May 22 � ,, 2023, at the Town Hall, Council Chambers, 1500 Solana Boulevard, Building 7, Suite 7100, 1st Floor, Westlake, Texas, tentatively proposes to adopt an ordinance authorizing the issuance of interest bearing certificates of obligation, in one or more series, in an amount not to exceed $10,000,000 for paying all or a portion of the Town's contractual obligations incurred in connection with (i) acquiring, constructing, installing, and equipping additions, improvements, extensions, and equipment for the Issuer's existing facilities, including Westlake Academy; and (ii) legal, fiscal and engineering fees in connection with such projects. The maximum interest rate for the certificates may not �� exceed the maximum legal�� interest rate.��������� i"��)(imum���� -, ther���l maturity � a� e ofo �` the ...�u.... certificates is p�effi of 30,....20 .s➢ afl tiot exceed �Urty (4Q) ygairs �'irom the date theire4`... The estimated combined principal and interest required to pay the certificates to be auth orized on time and in full is The current principal of all outstanding debt obligations of the Town is $ AIEIQQQ, The current combined principal and interest required to pay all outstanding debt obligations of the Town on time and in full is A65,476,774. The Town proposes to provide for the payment of such certificates of obligation from the levy and collection of ad valorem taxes in the Town as provided by law and from a pledge of certain surplus revenues of the Town's waterworks and sewer system, remaining after payment of all operation and maintenance expenses thereof, and all debt service, reserve, and other requirements in connection with all of the Town's revenue bonds or other obligations (now or hereafter outstanding), which are payable from all or any part of the net revenues of the Town's waterworks and sewer system. The certificates of obligation are to be issued, and this notice is given, under and pursuant to the provisions of V.T.C.A., Local Government Code, Subchapter C of Chapter 271. TOWN OF WESTLAKE, TEXAS „..I i N E 4 T O W N O F WESTLAKE OI STI N Ci IV NV Off I f'N File #: ORD-962 Town of Westlake Staff Report Agenda Date: 2/15/2023 TOWN STAFF REPORT RECCOMENDATIONS 1500 Solana Blvd Building 7, Suite 7100 Westlake, TX 76262 Agenda #: 1.4. Consider adopting Ordinance 962 authorizing the issuance and sale of the Town of Westlake Tax Note, Series 2023; Levying an Annual Ad Valorem Tax and providing security for and payment of said note; and take appropriate action STAFF: Rudy Segura, Bond Counsel/Debbie Piper Interim Finance Director BACKGROUND: As a second option, the Town Council may wish to adopt an ordinance authorizing the sale of the Town of Westlake Tax Note, Series 2023, Levying an Annual Ad Valorem Tax and providing security for and payment of said note for the purpose of replacing six existing portable school buildings for Westlake Academy, ranging from 18-24 years in age, which were purchased used by the Town circa 2012. They have outlived their useful lives, lack any sort of fire suppression, and the HVAC systems are regularly failing on all six units. Town would purchase 8 modular buildings made of sturdier materials and tornado -proof windows, with modern life safety systems. One of these buildings would be dedicated to the School Resource Officer. STAFF RECOMMENDATION: Staff recommends Town Council provide direction on adoption of said Ordinance. TOWN COUNCIL ACTION/OPTIONS: 1) Motion to approve Ordinance 962, as presented. 2) Motion to amend Ordinance 962, with the following stipulations (please state stipulations in motion) 3) Motion to table 4) Motion to deny Town of Westlake Page 1 of 1 Printed on 2/23/2023 7c,,wo lod ly I a>pIsIrar nvl ORDINANCE NO. 962 AN ORDINANCE OF THE TOWN OF WESTLAKE, TEXAS, AUTHORIZING THE ISSUANCE AND SALE OF THE TOWN OF WESTLAKE, TEXAS TAX NOTE, SERIES 2023; LEVYING AN ANNUAL AD VALOREM TAX AND PROVIDING FOR THE SECURITY FOR AND PAYMENT OF SAID NOTE; AND ENACTING OTHER PROVISIONS RELATING TO THE SUBJECT. THE STATE OF TEXAS § COUNTIES OF TARRANT AND DENTON § TOWN OF WESTLAKE § WHEREAS, pursuant to Chapter 1431, Texas Government Code (hereinafter called the "Act"), the Town Council of the Town of Westlake (the "Issuer") is authorized and empowered to issue tax notes to pay contractual obligations incurred or to be incurred (i) for the construction of any public work, (ii) for the purchase of materials, supplies, equipment, machinery, buildings, lands and rights -of -way for the Issuer's authorized needs and purposes and (iii) to pay costs of professional services, including a service by a tax appraisal engineer, engineer, architect, attorney, mapmaker, auditor, financial advisor, or fiscal agent; and WHEREAS, in accordance with the provisions of the Act, the Town Council hereby finds and determines that a tax note should be issued and sold at this time to finance the costs incurred by the Issuer in connection with acquiring, constructing, installing, and equipping additions, improvements, extensions, and equipment for the Issuer's existing facilities, including seven modular buildings for Westlake Academy and one modular building for a school resource officer, and the payment of professional services and costs of issuance related to the note (the "Project"); and WHEREAS, the governing body of the Issuer deems it appropriate to adopt this Ordinance (the "Note Ordinance") and issue the Town of Westlake, Texas Tax Note, Series 2023 (the "Notes") herein authorized as permitted by the Act. NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF WESTLAKE, TEXAS: SECTION 1. DEFINITIONS. Unless the context shall indicate a contrary meaning or intent, the terms below defined, for all purposes of this Ordinance, or any Ordinance amendatory or supplemental hereto, shall be construed, are used, and are intended to have meanings as follows: "Act" - Chapter 1431, Texas Government Code, as amended. "Bond Counsel" - McCall, Parkhurst & Horton L.L.P., or such other firm of attorneys of nationally recognized standing in the field of law relating to municipal bonds selected by the Issuer. "Business Day" - Any day which is not a Saturday, Sunday, legal holiday, or a day on which banking institutions in the State or in the city where the Paying Agent/Registrar is located are authorized by law or executive order to close. 1 "Note" - The "Town of Westlake, Texas Tax Note, Series 2023" shall mean and include collectively the Note initially issued and delivered pursuant to this Ordinance and all substitute Notes exchanged therefor, as well as all other substitute Note and replacement Note issued pursuant hereto, and the term "Note" shall mean any of such Notes. "Town Council" - The Town Council of the Issuer. "Code" - The Internal Revenue Code of 1986, and any amendments thereto. "Date of Delivery" - The date the Note is initially delivered to the Purchaser in exchange for the purchase price therefor. "Issuer" - Town of Westlake, Texas, a duly incorporated municipality and political subdivision of the State in Tarrant and Denton Counties, Texas. "Ordinance" - This ordinance and all amendments hereof and supplements hereto. "Paying Agent/Registrar" - The bank, trust company, financial institution or other entity so named in accordance with the provisions of Section 4 of this Ordinance. "Purchaser" - The initial purchaser of the Note designated in Section 16. "Project" - Collectively, those public improvements for the Issuer being financed with the proceeds of the Note, to wit: to pay all or part of the Issuer's costs incurred by the Issuer in connection with acquiring, constructing, installing, and equipping additions, improvements, extensions, and equipment for the Issuer's sewer system, including sewer lines and lift stations, and paying legal, fiscal and engineering fees in connection with such projects. "Holder" - The registered holder of the Note from time to time as shown in the books kept by the Paying Agent/Registrar as the registrar and transfer agent for the Note. "State" - The State of Texas. SECTION 2. RECITALS, AMOUNT AND PURPOSE OF THE NOTE. The recitals set forth in the preamble hereof are incorporated herein and shall have the same force and effect as if set forth in this Section. The Note is hereby authorized to be issued and delivered in the aggregate principal amount of $3,552,000 FOR THE PURPOSE OF PAYING ALL OR A PORTION OF THE ISSUER'S CONTRACTUAL OBLIGATIONS INCURRED WITH RESPECT TO THE ACQUISITION AND CONSTRUCTION OF THE PROJECT. SECTION 3. DESIGNATION, DATE, NUMBERS, AND MATURITY OF NOTE. The Note issued pursuant to this Ordinance shall be designated: "TOWN OF WESTLAKE, TEXAS TAX NOTE, SERIES 2023," and there shall be issued, sold, and delivered hereunder one fully registered Note, without interest coupons, dated February 15, 2023 and finally maturing March 1, 2030, with principal payable in installments on the dates and in the manner specified in the FORM OF NOTE. The Note shall be issued in the principal amount stated above, and shall be numbered R-1, with any Note issued in replacement thereof being in the denomination and principal amount hereinafter stated and numbered consecutively from R-2 upward, payable to the Holder, or to the 2 registered assignee of said Note (in each case, the "Holder"). The Note shall bear interest from the delivery date specified in the FORM OF NOTE, at the rate specified in the FORM OF NOTE. Said interest shall be payable in the manner provided and on the dates stated in the FORM OF NOTE. SECTION 4. CHARACTERISTICS OF THE NOTE. (a) Registration, Transfer, Conversion and Exchange; Authentication. The Issuer shall keep or cause to be kept at the office of Zions Bancorporation, N.A. in Houston, Texas (the "Paying Agent/Registrar"), books or records for the registration of the transfer of the Note (the "Registration Books"), and the Issuer hereby appoints the Paying Agent/Registrar as its registrar and transfer agent to keep such books or records and make such registrations of transfers under such reasonable regulations as the Issuer and Paying Agent/Registrar may prescribe; and the Paying Agent/Registrar shall make such registrations and transfers as herein provided within three days of presentation in due and proper form. The Paying Agent/Registrar shall obtain and record in the Registration Books the address of the Holder of the Note to which payments with respect to the Note shall be mailed, as herein provided; but it shall be the duty of the Holder to notify the Paying Agent/Registrar in writing of the address to which payments shall be mailed, and such interest payments shall not be mailed unless such notice has been given. The Issuer shall have the right to inspect the Registration Books during regular business hours of the Paying Agent/Registrar, but otherwise the Paying Agent/Registrar shall keep the Registration Books confidential and, unless otherwise required by law, shall not permit their inspection by any other entity. The Issuer shall pay the Paying Agent/Registrar's standard or customary fees and charges for making such registration and transfer of a substitute Note. Registration of assignments and transfers of the Note shall be made in the manner provided and with the effect stated in the FORM OF NOTE set forth in this Ordinance. Each substitute Note shall bear a letter and/or number to distinguish it from each other Note. Except as provided in Section 4(c) hereof, an authorized representative of the Paying Agent/Registrar shall, before the delivery of any such Note, date and manually sign said Note, and no such Note shall be deemed to be issued or outstanding unless such Note is so executed. The Paying Agent/Registrar promptly shall cancel a Note surrendered for transfer or the Note when paid in full. No additional ordinances, orders or resolutions need be passed or adopted by the governing body of the Issuer or any other body or person so as to accomplish the foregoing transfer of any Note or portion thereof, and the Paying Agent/Registrar shall provide for the printing, execution and delivery of the substitute Note in the manner prescribed herein. Pursuant to Subchapter D, Chapter 1201, Texas Government Code, the duty of transfer of the Note as aforesaid is hereby imposed upon the Paying Agent/Registrar, and, upon the execution of said Note, said Note shall be valid, incontestable, and enforceable in the same manner and with the same effect as the Note which initially was issued and delivered pursuant to this Ordinance, approved by the Attorney General of the State (the "Attorney General"), and registered by the Comptroller of Public Accounts of the State (the "Comptroller"). (b) Payment of Principal and Interest. The Issuer hereby further appoints the Paying Agent/Registrar to act as the paying agent for paying the principal of and interest on the Note, all as provided in this Ordinance. The Paying Agent/Registrar shall keep proper records of all payments made by the Issuer and the Paying Agent/Registrar with respect to the Note and shall properly and accurately record all payments on the Note on the Registration Books, and shall keep proper records of all transfers of the Note, and all replacements of the Note, as provided in this Ordinance. However, in the event of a nonpayment of interest on a scheduled payment date, and for thirty (30) 3 days thereafter, a new record date for such interest payment (a "Special Record Date") will be established by the Paying Agent/Registrar, if and when funds for the payment of such interest have been received from the Issuer. Notice of the Special Record Date and of the scheduled payment date of the past due interest (which shall be 15 days after the Special Record Date) shall be sent at least five (5) business days prior to the Special Record Date by United States mail, first-class postage prepaid, to the address of the Holder appearing on the Registration Books at the close of business on the last business day next preceding the date of mailing of such notice. (c) In General. The Note (i) shall be issued in fully registered form, without interest coupons, with the principal of and interest on such Note to be payable only to the Holder thereof, (ii) may and shall be redeemed prior to its scheduled maturity (notice of which shall be given to the Paying Agent/Registrar by the Issuer at least 45 days prior to any such redemption date), (iii) may be transferred and assigned, (iv) shall have the characteristics, (v) shall be signed, sealed, executed and authenticated, (vi) the principal of and interest on the Note shall be payable, and (vii) shall be administered and the Paying Agent/Registrar and the Issuer shall have certain duties and responsibilities with respect to the Note, all as provided, and in the manner and to the effect as required or indicated, in the FORM OF NOTE set forth in this Ordinance. The Note initially issued and delivered pursuant to this Ordinance are not required to be, and shall not be, authenticated by the Paying Agent/Registrar, but on each substitute Note issued in exchange for any Note the Paying Agent/Registrar shall execute the PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE, in the form set forth in the FORM OF NOTE. (d) Substitute Paying A _ eg nt/Re _ isg tray. The Issuer covenants with the Holder of the Note that at all times while the Note is outstanding the Issuer will provide a competent and legally qualified bank, trust company, financial institution or other agency to act as and perform the services of Paying Agent/Registrar for the Note under this Ordinance, and that the Paying Agent/Registrar will be one entity. The Issuer reserves the right to, and may, at its option, change the Paying Agent/Registrar upon not less than 40 days written notice to the Paying Agent/Registrar, to be effective not later than 30 days prior to the next principal or interest payment date after such notice. In the event that the entity at any time acting as Paying Agent/Registrar (or its successor by merger, acquisition, or other method) should resign or otherwise cease to act as such, the Issuer covenants that promptly it will appoint a competent and legally qualified bank, trust company, financial institution, or other agency to act as Paying Agent/Registrar under this Ordinance. Upon any change in the Paying Agent/Registrar, the previous Paying Agent/Registrar promptly shall transfer and deliver the Registration Books (or a copy thereof), along with all other pertinent books and records relating to the Note, to the new Paying Agent/Registrar designated and appointed by the Issuer. Upon any change in the Paying Agent/Registrar, the Issuer promptly will cause a written notice thereof to be sent by the new Paying Agent/Registrar to the Holder of the Note, by United States mail, first-class postage prepaid, which notice also shall give the address of the new Paying Agent/Registrar. By accepting the position and performing as such, each Paying Agent/Registrar shall be deemed to have agreed to the provisions of this Ordinance, and a certified copy of this Ordinance shall be delivered to each Paying Agent/Registrar. (e) Closing. On the Date of Delivery, the initial Note No. R-1 representing the entire original principal amount of the Note, payable to the Purchaser, executed by manual or facsimile signature of the Mayor (or in the absence of the Mayor, the Mayor Pro-tem) and Town Clerk of the Issuer, approved by the Attorney General, and registered and manually signed by the Comptroller, E and with the Date of Delivery inserted thereon by the Paying Agent/Registrar, shall be delivered to the Purchaser or its designee upon payment of the purchase price therefor. SECTION 5. FORM OF NOTE. The form of the Note, including the form of Paying Agent/Registrar's Authentication Certificate, the form of Assignment and the form of Comptroller's Registration Certificate to be attached to the Note initially issued and delivered pursuant to this Ordinance, shall be, respectively, substantially as follows, with such appropriate variations, omissions, or insertions as are permitted or required by this Ordinance. (a) FORM OF NOTE NO. R-1 UNITED STATES OF AMERICA PRINCIPAL STATE OF TEXAS AMOUNT TOWN OF WESTLAKE, TEXAS $3,552,000 TAX NOTE SERIES 2023 DATE OF DELIVERY: March 7, 2023 HOLDER: ZMFU II, INC. PRINCIPAL AMOUNT: THREE MILLION FIVE HUNDRED FIFTY TWO THOUSAND DOLLARS The Town of Westlake, in the Tarrant and Denton Counties, Texas (the "Issuer"), being a political subdivision of the State of Texas, for value received, promises to pay, from the sources described herein, to the registered holder specified above, or registered assigns (in each case, the "Holder"), the principal amount specified above, and to pay interest thereon, from the date of delivery set forth above, on the balance of said principal amount from time to time remaining unpaid. This Note shall finally mature on March 1, 2030, but shall be payable in installments on the dates and in the principal installment amounts, and such principal installment amounts shall bear interest at the rate of 3.59% per annum, calculated on the basis of a 360-day year of twelve 30-day months, as set forth in the following schedule: Payment Date Principal Installment March 1, 2024 $454,000 March 1, 2025 471,000 March 1, 2026 488,000 March 1, 2027 506,000 March 1, 2028 525,000 March 1, 2029 544,000 March 1, 2030 564,000 The principal of and interest on this Note is payable in lawful money of the United States of America, without exchange or collection charges. The Issuer shall pay interest on this Note on September 1, 2023 and on each March 1 and September 1 thereafter to the date of the final maturity hereof or to the date of redemption prior to maturity. The last principal installment of this Note shall 5 be paid to the Holder hereof at final maturity, or upon the date fixed for its redemption prior to maturity, at the corporate trust office of Zions Bancorporation, N.A. in Houston, Texas, which is the "Paying Agent/Registrar" for this Note. The payment of all other principal installments of and interest on this Note shall be made by the Paying Agent/Registrar to the Holder hereof on each principal and interest payment date by check or draft, dated as of such principal and interest payment date, drawn by the Paying Agent/Registrar on, and payable solely from, funds of the Issuer required by the Note Ordinance (as defined below) to be on deposit with the Paying Agent/Registrar for such purpose as hereinafter provided; and such check or draft shall be sent by the Paying Agent/Registrar by United States mail, first-class postage prepaid, on each such interest payment date, to the Holder hereof, at its address as it appeared at the close of business on the fifteenth calendar day of the month next preceding each such date (the "Record Date") on the Registration Books kept by the Paying Agent/Registrar, as hereinafter described. In addition, principal and interest may be paid by such other method, acceptable to the Paying Agent/Registrar, requested by, and at the risk and expense of, the Holder. Any accrued interest due in connection with the payment of the final installment of principal of this Note shall be paid to the Holder upon presentation and surrender of this Note for payment or redemption at the designated corporate trust office of the Paying Agent/Registrar. The Issuer covenants with the Holder of this Note that on or before each principal payment date, interest payment date, and accrued interest payment date for this Note it will make available to the Paying Agent/Registrar, from the "Interest and Sinking Fund" created by the ordinance authorizing the issuance of the Note (the "Note Ordinance"), the amounts required to provide for the payment, in immediately available funds, of all principal of and interest on the Note, when due. If the date for the payment of this Note shall be a Saturday, Sunday, a legal holiday, or a day on which banking institutions in the city where the designated corporate trust office of the Paying Agent/Registrar is located are authorized by law or executive order to close, then the date for such payment shall be the next succeeding day which is not such a Saturday, Sunday, legal holiday, or day on which banking institutions are authorized to close; and payment on such date shall have the same force and effect as if made on the original date payment was due. This Note is dated as of February 15, 2023 and is authorized in accordance with the Constitution and laws of the State of Texas in the principal amount of $3,552,000 for the purpose of paying all or a portion of the Issuer's contractual obligations incurred with respect to the acquisition and construction of the Project (as defined in the Note Ordinance). On any date, the unpaid principal installments of this Note are subject to redemption, in whole or in part, and may be redeemed prior to the scheduled due dates by the Issuer, at a redemption price equal to the principal amount thereof to be redeemed plus accrued interest thereon to the date of redemption, without premium. The Issuer shall give written notice of its direction to redeem the principal installments of this Note to the Paying Agent/Registrar and the Holder of this Note by United States mail, first-class postage prepaid, no later than 30 days prior to the Redemption Date. This Note is issuable solely as a single fully registered Note, without interest coupons in the denomination of $3,552,000 or the remaining principal amount of the outstanding Note of this series if an exchange of a Note is made after a reduction in the principal amount of the series, either by a payment of a scheduled installment of principal or as a result of redemption of part of the Note prior to maturity (the "Authorized Denomination"). As provided in the Note Ordinance, this Note may, IZ at the request of the Holder or the assignee or assignees hereof, be assigned and transferred for a like aggregate principal amount Note, without interest coupons, payable to the appropriate Holder, assignee or assignees, as the case may be, in the Authorized Denomination, upon surrender of this Note to the Paying Agent/Registrar for cancellation, all in accordance with the form and procedures set forth in the Note Ordinance. Among other requirements for such assignment and transfer, this Note must be presented and surrendered to the Paying Agent/Registrar, together with the proper instruments of assignment, in form and with guarantee of signatures satisfactory to the Paying Agent/Registrar, evidencing assignment of this Note to the assignee this Note is to be registered. The form of Assignment printed or endorsed on this Note may be executed by the Holder to evidence the assignment hereof, but such method is not exclusive, and other instruments of assignment satisfactory to the Paying Agent/Registrar may be used to evidence the assignment of this Note from time to time by the Holder. In the case of the assignment and transfer of this Note, the reasonable standard or customary fees and charges of the Paying Agent/Registrar will be paid by the Issuer. In any circumstance, any taxes or governmental charges required to be paid with respect thereto shall be paid by the one requesting such assignment and transfer, as a condition precedent to the exercise of such privilege. The Paying Agent/Registrar shall not be required to make any such transfer during the period commencing with the close of business on any Record Date and ending with the opening of business on the next following Payment Date. In the event any Paying Agent/Registrar for this Note is changed by the Issuer, resigns, or otherwise ceases to act as such, the Issuer has covenanted in the Note Ordinance that it promptly will appoint a competent and legally qualified substitute therefor, and cause written notice thereof to be mailed to the Holder of this Note. It is hereby certified, recited, and covenanted that this Note has been duly and validly authorized, issued, and delivered; that all acts, conditions, and things required or proper to be performed, exist, and be done precedent to or in the authorization, issuance and delivery of this Note has been performed, existed, and been done in accordance with law; that this Note is a general obligation of said Issuer, issued on the full faith and credit thereof, and that annual ad valorem taxes sufficient to provide for the payment of the interest on and principal of this Note, as such interest comes due and such principal matures, have been levied and ordered to be levied against all taxable property in said Issuer, and have been pledged for such payment, within the limit prescribed by law, all as provided in the Note Ordinance. The Issuer has reserved the right, subject to the restrictions referred to in the Note Ordinance, to amend the provisions of the Note Ordinance under the conditions provided in the Note Ordinance. By becoming the Holder of this Note, the Holder thereby acknowledges all of the terms and provisions of the Note Ordinance, agrees to be bound by such terms and provisions, acknowledges that the Note Ordinance is duly recorded and available for inspection in the official minutes and records of the Issuer, and agrees that the terms and provisions of this Note and the Note Ordinance constitute a contract between each Holder hereof and the Issuer. IN WITNESS WHEREOF, the Issuer has caused this Note to be signed with the manual or facsimile signature of the Mayor (or in the Mayor's absence, the Mayor Pro-Tem) of the Issuer and countersigned with the manual or facsimile signature of the Town Clerk of the Issuer, and has caused the official seal of the Issuer to be duly impressed, or placed in facsimile, on this Note. 7 (SEAL) (b) (signature) (signature) Town Clerk Mayor FORM OF PAYING AGENT/REGISTRAR'S AUTHENTICATION CERTIFICATE PAYING AGENT/REGISTRAR'S AUTHENTICATION NOTE (To be executed if this Note is not accompanied by an executed Comptroller's Registration Certificate) It is hereby certified that this Note has been issued under the provisions of the Note Ordinance described in the text of this Note; and that this Note has been issued in replacement of, or in exchange for, a Note which originally was approved by the Attorney General of the State of Texas and registered by the Comptroller of Public Accounts of the State of Texas. Dated Zions Bancorporation, N.A., Houston, Texas, Paying Agent/Registrar (c) an Authorized Representative FORM OF ASSIGNMENT ASSIGNMENT For value received, the undersigned hereby sells, assigns and transfers unto Please insert Social Security or Taxpayer Identification Number of Transferee (Please print or typewrite name and address, including zip code, of Transferee) the within Note and all rights thereunder, and hereby irrevocably constitutes and appoints , attorney, to register the transfer of the within Note on the books kept for registration thereof, with full power of substitution in the premises. Dated: Signature Guaranteed: NOTICE: Signature(s) must be guaranteed by an eligible guarantor institution participating in a securities transfer association recognized signature guarantee program. (d) NOTICE: The signature above must correspond with the name of the holder as it appears upon the front of this Note in every particular, without alteration or enlargement or any change whatsoever. FORM OF COMPTROLLER' S REGISTRATION CERTIFICATE: COMPTROLLER' S REGISTRATION CERTIFICATE OFFICE OF THE COMPTROLLER OF PUBLIC ACCOUNTS OF THE STATE OF TEXAS REGISTER NO. I hereby certify that this Note has been examined, certified as to validity, and approved by the Attorney General of the State of Texas, and that this Note has been registered by the Comptroller of Public Accounts of the State of Texas. Witness my signature and seal this Comptroller of Public Accounts of the State of Texas (COMPTROLLER' S SEAL) SECTION 6. TAX LEVY. A special "Interest and Sinking Fund" is hereby created and shall be established and maintained by the Issuer at an official depository bank of the Issuer. Said Interest and Sinking Fund shall be kept separate and apart from all other funds and accounts of the Issuer, and shall be used only for paying the interest on and principal of the Note. All amounts received from the sale of the Note as accrued interest and ad valorem taxes levied and collected for and on account of the Note shall be deposited, as collected, to the credit of said Interest and Sinking Fund. During each year while any Note is outstanding and unpaid, the governing body of the Issuer shall compute and ascertain a rate and amount of ad valorem tax that will be sufficient to raise and produce the money required to pay the interest on the Note as such interest comes due, and to provide and maintain a sinking fund adequate to pay the principal of the Note as such principal matures (but never less than 2% of the original amount of the Note as a sinking fund each year); and said tax shall be based on the latest approved tax rolls of the Issuer, with full allowances being made for tax delinquencies and the cost of tax collection. Said rate and amount of ad valorem taxis hereby levied, and is hereby ordered to be levied, against all taxable property in the Issuer, for each year while any Notes is outstanding and unpaid, and said tax shall be assessed and collected each such year and deposited to the credit of the aforesaid Interest and Sinking Fund. Said ad valorem taxes sufficient E to provide for the payment of the interest on and principal of the Note, as such interest comes due and such principal matures, are hereby pledged for such payment, within the limit prescribed by law. SECTION 7. REMEDIES OF HOLDER. In addition to all rights and remedies of any Holder of the Note provided by the laws of the State, the Issuer and the Town Council covenant and agree that in the event the Issuer defaults in the payments of the principal of or interest on the Note when due, or fails to make the payments required by this Ordinance, the Holder of the Note shall be entitled to a writ of mandamus issued by a court of proper jurisdiction compelling and requiring the Town Council and other officers of the Issuer to observe and perform any covenant, obligation or condition prescribed in this Ordinance. No delay or omission by any Holder to exercise any right or power accruing to him upon default shall impair any such right or power, or shall be construed to be a waiver of any such default or acquiescence therein, and every such right or power may be exercised from time to time and as often as may be deemed expedient. The specific remedies mentioned in this Ordinance shall be available to the Holder of the Note and shall be cumulative of all other existing remedies. SECTION 8. USE OF NOTE PROCEEDS. The proceeds of the issuance of the Note shall be deposited in the Construction Fund created by Section 18 of this Ordinance and used for the purposes for which the Note is hereby authorized to be issued. SECTION 9. INVESTMENTS. The Town Council may place proceeds of the Note (including investment earnings thereon) and amounts deposited into the Interest and Sinking Fund in investments authorized by the Public Funds Investment Act, Chapter 2256, Texas Government Code, as amended; provided, however, that the Issuer hereby covenants that the proceeds of the sale of the Note will be used as soon as practicable for the purposes for which the Note is issued. SECTION 10. SECURITY FOR FUNDS. All deposits authorized or required by this Ordinance shall be secured to the fullest extent required by law for the security of public funds. SECTION 11. ISSUER OFFICER'S DUTIES. (a) The Mayor, Mayor Pro-tem, and Town Clerk of the Issuer are hereby instructed and directed to do any and all things necessary in reference to the issuance of the Note and to make money available for the payment of the Note in the manner provided by law and this Ordinance. (b) The Mayor (or in the absence of the Mayor, the Mayor Pro-tem) and the Town Clerk are authorized to execute the Note to which this Ordinance is attached on behalf of the Issuer and to do any and all things proper and necessary to carry out the intent hereof. SECTION 12. DEFEASANCE OF NOTE. (a) The Note and the interest thereon shall be deemed to be paid, retired, and no longer outstanding (a "Defeased Note") within the meaning of this Ordinance, except to the extent provided in subsection (d) of this Section, when payment of the principal of such Note, plus interest thereon to the due date (whether such due date be by reason of maturity or otherwise) either (i) shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been provided for on or before such due date by irrevocably depositing with or making available to the Paying Agent/Registrar in accordance with an escrow agreement or other instrument (the "Future Escrow 10 Agreement") for such payment (1) lawful money of the United States of America sufficient to make such payment or (2) Defeasance Securities that mature as to principal and interest in such amounts and at such times as will insure the availability, without reinvestment, of sufficient money to provide for such payment, and when proper arrangements have been made by the Issuer with the Paying Agent/Registrar for the payment of its services until all Defeased Note shall have become due and payable. At such time as the Note shall be deemed to be a Defeased Note hereunder, as aforesaid, such Note and the interest thereon shall no longer be secured by, payable from, or entitled to the benefits of, the ad valorem tax herein levied and pledged as provided in this Ordinance, and such principal and interest shall be payable solely from such money or Defeasance Securities. Notwithstanding any other provision of this Ordinance to the contrary, it is hereby provided that any determination not to redeem the Defeased Note that is made in conjunction with the payment arrangements specified in subsection (a)(i) or (ii) of this Section shall not be irrevocable, provided that: (1) in the proceedings providing for such payment arrangements, the Issuer expressly reserves the right to call the Defeased Note for redemption; (2) gives notice of the reservation of that right to the Holder of the Defeased Note immediately following the making of the payment arrangements; and (3) directs that notice of the reservation be included in any redemption notices that it authorizes. (b) Any moneys so deposited with the Paying Agent/Registrar may at the written direction of the Issuer also be invested in Defeasance Securities, maturing in the amounts and times as hereinbefore set forth, and all income from such Defeasance Securities received by the Paying Agent/Registrar that is not required for the payment of the Note and interest thereon, with respect to which such money has been so deposited, shall be turned over to the Issuer, or deposited as directed in writing by the Issuer. Any Future Escrow Agreement pursuant to which the money and/or Defeasance Securities are held for the payment of Defeased Note may contain provisions permitting the investment or reinvestment of such moneys in Defeasance Securities or the substitution of other Defeasance Securities upon the satisfaction of the requirements specified in subsection 13(a)(i) or (ii) of this Section. All income from such Defeasance Securities received by the Paying Agent/Registrar which is not required for the payment of the Defeased Note, with respect to which such money has been so deposited, shall be remitted to the Issuer or deposited as directed in writing by the Issuer. (c) The term "Defeasance Securities" means any securities and obligations now or hereafter authorized by State law that are eligible to discharge obligations such as the Note. (d) Until the Defeased Note shall have become due and payable, the Paying Agent/Registrar shall perform the services of Paying Agent/Registrar for such Defeased Note the same as if it had not been defeased, and the Issuer shall make proper arrangements to provide and pay for such services as required by this Ordinance. SECTION 13. DAMAGED, MUTILATED, LOST, STOLEN, OR DESTROYED NOTE. (a) Replacement Note. In the event the Note is damaged, mutilated, lost, stolen, or destroyed, the Paying Agent/Registrar shall cause to be printed, executed, and delivered, a new Note of the same principal amount, maturity, and interest rate, as the damaged, mutilated, lost, stolen, or destroyed Note, in replacement for such Note in the manner hereinafter provided. (b) Application for Replacement Note. Application for replacement of damaged, mutilated, lost, stolen, or destroyed Note shall be made by the Holder thereof to the Paying 11 Agent/Registrar. In every case of loss, theft, or destruction of a Note, the Holder applying for a replacement Note shall furnish to the Issuer and to the Paying Agent/Registrar such security or indemnity as may be required by them to save each of them harmless from any loss or damage with respect thereto. Also, in every case of loss, theft, or destruction of a Note, the Holder shall furnish to the Issuer and to the Paying Agent/Registrar evidence to their satisfaction of the loss, theft, or destruction of such Note, as the case may be. In every case of damage or mutilation of a Note, the Holder shall surrender to the Paying Agent/Registrar for cancellation the Note so damaged or mutilated. (c) No Default Occurred. Notwithstanding the foregoing provisions of this Section, in the event the Note shall have matured, and no default has occurred which is then continuing in the payment of the principal of or interest on the Note, the Issuer may authorize the payment of the same (without surrender thereof except in the case of a damaged or mutilated Note) instead of issuing a replacement Note, provided security or indemnity is furnished as above provided in this Section. (d) Charge for Issuing Replacement Note. Prior to the issuance of a replacement Note, the Paying Agent/Registrar shall charge the Holder of such Note with all legal, printing, and other expenses in connection therewith. Every replacement Note issued pursuant to the provisions of this Section by virtue of the fact that the Note is lost, stolen, or destroyed shall constitute a contractual obligation of the Issuer whether or not the lost, stolen, or destroyed Note shall be found at any time, or be enforceable by anyone, and shall be entitled to all the benefits of this Ordinance. (e) Authority for Issuing Replacement Note. In accordance with Subchapter B, Chapter 1206, Texas Government Code, this Section shall constitute authority for the issuance of any such replacement Note without necessity of further action by the governing body of the Issuer or any other body or person, and the duty of the replacement of such Note is hereby authorized and imposed upon the Paying Agent/Registrar, and the Paying Agent/Registrar shall authenticate and deliver such Note in the form and manner and with the effect, as provided in Section 4(a) of this Ordinance for Notes issued in exchange for another Note. SECTION 14. CUSTODY, APPROVAL, AND REGISTRATION OF NOTE; BOND COUNSEL'S OPINION; ENGAGEMENT OF BOND COUNSEL; ENGAGEMENT OF FINANCIAL ADVISOR. (a) The Mayor (or in the absence of the Mayor, the Mayor Pro-tem) of the Issuer is hereby authorized to have control of the Note issued and delivered hereunder and all necessary records and proceedings pertaining to the Note pending its delivery and its investigation, examination, and approval by the Attorney General, and its registration by the Comptroller. Upon registration of the Note said Comptroller (or a deputy designated in writing to act for said Comptroller) shall manually sign the Comptroller's Registration Certificate attached to such Note, and the seal of said Comptroller shall be impressed, or placed in facsimile, on such Note. The approving legal opinion of the Issuer's bond counsel may, at the option of the Issuer, be printed on the Note issued and delivered under this Ordinance, but shall not have any legal effect, and shall be solely for the convenience and information of the Holder of the Note. SECTION 15. COVENANTS REGARDING TAX EXEMPTION OF INTEREST ON THE NOTE. 12 (a) Covenants. The Issuer covenants to take any action necessary to assure, or refrain from any action which would adversely affect, the treatment of the Note as an obligation described in section 103 of the Code, the interest on which is not includable in the "gross income" of the holder for purposes of federal income taxation. In furtherance thereof, the Issuer covenants as follows: (1) to take any action to assure that no more than 10 percent of the proceeds of the Note or the projects financed therewith (less amounts deposited to a reserve fund, if any) are used for any "private business use," as defined in section 141(b)(6) of the Code or, if more than 10 percent of the proceeds or the projects financed therewith are so used, such amounts, whether or not received by the Issuer, with respect to such private business use, do not, under the terms of this Ordinance or any underlying arrangement, directly or indirectly, secure or provide for the payment of more than 10 percent of the debt service on the Note, in contravention of section 141(b)(2) of the Code; (2) to take any action to assure that in the event that the "private business use" described in subsection (1) hereof exceeds 5 percent of the proceeds of the Note or the projects financed therewith (less amounts deposited into a reserve fund, if any) then the amount in excess of 5 percent is used for a "private business use" which is "related" and not "disproportionate," within the meaning of section 141(b)(3) of the Code, to the governmental use; (3) to take any action to assure that no amount which is greater than the lesser of $5,000,000, or 5 percent of the proceeds of the Note (less amounts deposited into a reserve fund, if any) is directly or indirectly used to finance loans to persons, other than state or local governmental units, in contravention of section 141(c) of the Code; (4) to refrain from taking any action which would otherwise result in the Note being treated as a "private activity bond" within the meaning of section 141(b) of the Code; (5) to refrain from taking any action that would result in the Note being "federally guaranteed" within the meaning of section 149(b) of the Code; (6) to refrain from using any portion of the proceeds of the Note, directly or indirectly, to acquire or to replace funds which were used, directly or indirectly, to acquire investment property (as defined in section 148(b)(2) of the Code) which produces a materially higher yield over the term of the Note, other than investment property acquired with -- (A) proceeds of the Note invested for a reasonable temporary period of 3 years or less or, in the case of refunding bonds, for a period of 90 days or less, until such proceeds are needed for the purpose for which the Note or refunding bonds are issued, (B) amounts invested in a bona fide debt service fund, within the meaning of section 1.148-1(b) of the rules and regulations of the United States Department of the Treasury ("Treasury Regulations"), and (C) amounts deposited in any reasonably required reserve or replacement fund to the extent such amounts do not exceed 10 percent of the proceeds of the Note; 13 (7) to otherwise restrict the use of the proceeds of the Note or amounts treated as proceeds of the Note, as may be necessary, so that the Note does not otherwise contravene the requirements of section 148 of the Code (relating to arbitrage); (8) to refrain from using the proceeds of the Note or proceeds of any prior bonds to pay debt service on another issue more than 90 days after the date of issue of the Note in contravention of the requirements of section 149(d) of the Code (relating to advance refundings); (9) to pay to the United States of America at least once during each five-year period (beginning on the date of delivery of the Note) an amount that is at least equal to 90 percent of the "Excess Earnings," within the meaning of section 148(f) of the Code and to pay to the United States of America, not later than 60 days after the Note has been paid in full, 100 percent of the amount then required to be paid as a result of Excess Earnings under section 148(f) of the Code; and (10) to assure that the proceeds of the Note will be used solely for new money proj ects. (b) Rebate Fund. In order to facilitate compliance with the above covenant (9), a "Rebate Fund" is hereby established by the Issuer for the sole benefit of the United States of America, and such fund shall not be subject to the claim of any other person, including without limitation the Holder. The Rebate Fund is established for the additional purpose of compliance with section 148 of the Code. (c) Proceeds. The Issuer understands that the term "proceeds" includes "disposition proceeds" as defined in the Treasury Regulations and, in the case of refunding bonds, transferred proceeds (if any) and proceeds of the refunded bonds expended prior to the date of issuance of the Note. It is the understanding of the Issuer that the covenants contained herein are intended to assure compliance with the Code and any regulations or rulings promulgated by the U.S. Department of the Treasury pursuant thereto. In the event that regulations or rulings are hereafter promulgated which modify or expand provisions of the Code, as applicable to the Note, the Issuer will not be required to comply with any covenant contained herein to the extent that such failure to comply, in the opinion of nationally recognized bond counsel, will not adversely affect the exemption from federal income taxation of interest on the Note under section 103 of the Code. In the event that regulations or rulings are hereafter promulgated which impose additional requirements which are applicable to the Note, the Issuer agrees to comply with the additional requirements to the extent necessary, in the opinion of nationally recognized bond counsel, to preserve the exemption from federal income taxation of interest on the Note under section 103 of the Code. In furtherance of such intention, the Issuer hereby authorizes and directs the Mayor and/or Town Clerk to execute any documents, certificates or reports required by the Code and to make such elections, on behalf of the Issuer, which may be permitted by the Code as are consistent with the purpose for the issuance of the Note. (d) Allocation of, and Limitation on, Expenditures for the Project. The Issuer covenants to account for the expenditure of sale proceeds and investment earnings to be used for Project on its books and records in accordance with the requirements of the Code. The Issuer recognizes that in order for the proceeds to be considered used for the reimbursement of costs, the proceeds must be 14 allocated to expenditures within 18 months of the later of the date that (1) the expenditure is made, or (2) the Project is completed; but in no event later than three years after the date on which the original expenditure is paid. The foregoing notwithstanding, the Issuer recognizes that in order for proceeds to be expended under the Code, the sale proceeds or investment earnings must be expended no more than 60 days after the earlier of (1) the fifth anniversary of the delivery of the Note, or (2) the date the Note is retired. The Issuer agrees to obtain the advice of nationally -recognized bond counsel if such expenditure fails to comply with the foregoing to assure that such expenditure will not adversely affect the tax-exempt status of the Note. For purposes hereof, the issuer shall not be obligated to comply with this covenant if it obtains an opinion that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest. (e) Disposition of Project. The Issuer covenants that the property constituting the Project will not be sold or otherwise disposed in a transaction resulting in the receipt by the Issuer of cash or other compensation, unless any action taken in connection with such disposition will not adversely affect the tax-exempt status of the Note. For purpose of the foregoing, the Issuer may rely on an opinion of nationally -recognized bond counsel that the action taken in connection with such sale or other disposition will not adversely affect the tax-exempt status of the Note. For purposes of the foregoing, the portion of the property comprising personal property and disposed in the ordinary course shall not be treated as a transaction resulting in the receipt of cash or other compensation. For purposes hereof, the Issuer shall not be obligated to comply with this covenant if it obtains an opinion that such failure to comply will not adversely affect the excludability for federal income tax purposes from gross income of the interest. (f) Reimbursement. This Ordinance is intended to satisfy the official intent requirements set forth in section 1.150-2 of the Treasury Regulations. SECTION 16. SALE OF NOTE. The Note is hereby sold and shall be delivered to ZMFU II, Inc. (the "Purchaser"), for cash for the par value thereof, pursuant to the Purchase Agreement dated the date of the adoption of this Ordinance. The Note shall initially be registered in the name of the Purchaser. It is hereby officially found, determined, and declared that the terms of this sale are the most advantageous reasonably obtainable. SECTION 17. INVESTMENT EARNINGS ON NOTE PROCEEDS. Investment earnings derived from the investment of proceeds from the sale of the Note shall be used along with other Note proceeds for the purpose for which the Note is issued set forth in Section 2 hereof, provided that after completion of such purpose, if any of such investment earnings remain on hand, such investment earnings shall be deposited in the Interest and Sinking Fund. It is further provided, however, that any investment earnings on Note proceeds which are required to be rebated to the United States of America pursuant to Section 15 hereof in order to prevent the Note from being arbitrage bonds shall be so rebated and not considered as investment earnings for the purposes of this Section. SECTION 18. CONSTRUCTION FUND. The Issuer hereby creates and establishes and shall maintain on the books of the Issuer a separate fund to be entitled the "Series 2023 Tax Note Construction Fund" for use by the Issuer for payment of all lawful costs associated with the acquisition and construction of the Project as hereinbefore provided. Upon payment of all such costs, any moneys remaining on deposit in said Fund shall be transferred to the Interest and Sinking 15 Fund. Amounts so deposited to the Interest and Sinking Fund shall be used in the manner described in Section 6 of this Ordinance. SECTION 19. NO RULE 15c2-12 UNDERTAKING. The Issuer has not made an undertaking in accordance with Rule 15c2-12 of the Securities and Exchange Commission (the "Rule") due the offering of the Note not being within the purview of the Rule. The Issuer is not, therefore, obligated pursuant to the Rule to provide any on -going disclosure relating to the Issuer or the Note; provided, however, that in consideration of the purchase of the Note by the Purchaser, for so long as the initial Purchaser is the holder of the Note, the Issuer shall provide to the Purchaser the Issuer's annual audited financial statements within 270 days following the end of each fiscal year of the Issuer. SECTION 20. METHOD OF AMENDMENT. The Issuer hereby reserves the right to amend this Ordinance subject to the following terms and conditions, to -wit: (a) The Issuer may from time to time, without the consent of the Holder, except as otherwise required by paragraph (b) below, amend or supplement this Ordinance to (i) cure any ambiguity, defect or omission in this Ordinance that does not materially adversely affect the interests of the Holder, (ii) grant additional rights or security for the benefit of the Holder, (iii) add events of default as shall not be inconsistent with the provisions of this Ordinance and that shall not materially adversely affect the interests of the Holder, (v) qualify this Ordinance under the Trust Indenture Act of 1939, as amended, or corresponding provisions of federal laws from time to time in effect, or (iv) make such other provisions in regard to matters or questions arising under this Ordinance as shall not be materially inconsistent with the provisions of this Ordinance and that shall not, in the opinion of nationally -recognized bond counsel, materially adversely affect the interests of the Holder. (b) Except as provided in paragraph (a) above, the Holder shall have the right from time to time to approve any amendment hereto that may be deemed necessary or desirable by the Issuer; provided, however, that without the consent of the Holder, nothing herein contained shall permit or be construed to permit amendment of the terms and conditions of this Ordinance or the Note so as to: (1) Make any change in the maturity of the Note; (2) Reduce the rate of interest borne by the Note; (3) Reduce the amount of the principal of, or redemption premium, if any, payable on the Note; (4) Modify the terms of payment of principal or of interest on the Note or impose any condition with respect to such payment; or (5) Change the requirement of with respect to Holder consent to such amendment. (c) If at any time the Issuer shall desire to amend this Ordinance under this Section, the Issuer shall send by U.S. mail to the Holder of the Note a copy of the proposed amendment. (d) Whenever at any time within one year from the date of mailing of such notice the Issuer shall receive an instrument or instruments executed by the Holder, which instrument or 16 instruments shall refer to the proposed amendment and which shall specifically consent to and approve such amendment, the Issuer may adopt the amendment in substantially the same form. (e) Upon the adoption of any amendatory Ordinance pursuant to the provisions of this Section, this Ordinance shall be deemed to be modified and amended in accordance with such amendatory Ordinance, and the respective rights, duties, and obligations of the Issuer and the Holder of the Note shall thereafter be determined, exercised, and enforced, subject in all respects to such amendment. (f) Any consent given by the Holder of the Note pursuant to the provisions of this Section shall be irrevocable for a period of six months from the date of such consent and shall be conclusive and binding upon all future Holder of the Note during such period. Such consent may be revoked at any time after six months from the date of said consent by the Holder who gave such consent, or by a successor in title, by filing notice with the Issuer. For the purposes of establishing ownership of the Note, the Issuer shall rely solely upon the registration of the ownership of such Note on the Registration Books kept by the Paying Agent/Registrar. SECTION 21. FURTHER PROCEDURES. (a) The Mayor, Mayor Pro-tem, and Town Clerk of the Issuer and all other officers, employees and agents of the Issuer, and each of them, shall be and they are hereby expressly authorized, empowered and directed from time to time and at any time to do and perform all such acts and things and to execute, acknowledge and deliver in the name and under the corporate seal and on behalf of the Issuer a Paying Agent/Registrar Agreement with the Paying Agent/Registrar, and all other instruments, whether or not herein mentioned, as may be necessary or desirable in order to carry out the terms and provisions of this Ordinance, the Note and the sale of the Note. In case any officer whose signature shall appear on the Note shall cease to be such officer before the delivery of such Note, such signature shall nevertheless be valid and sufficient for all purposes the same as if such officer had remained in office until such delivery. SECTION 22. GOVERNING LAW. This Ordinance shall be construed and enforced in accordance with the laws of the State and the United States of America. SECTION 23. SEVERABILITY. If any provision of this Ordinance or the application thereof to any circumstance shall be held to be invalid, the remainder of this Ordinance and the application thereof to other circumstances shall nevertheless be valid, and this governing body hereby declares that this Ordinance would have been enacted without such invalid provision. SECTION 24. CONTINUED PERFECTION OF SECURITY INTEREST. Chapter 1208, Texas Government Code, applies to the issuance of the Note and the pledge of the ad valorem taxes granted by the Issuer under Section 6 of this Ordinance, and such pledge is therefore valid, effective, and perfected. If State law is amended at any time while the Note is outstanding and unpaid such that the pledge of the taxes granted by the Issuer under Section 6 of this Ordinance is to be subject to the filing requirements of Chapter 9, Texas Business & Commerce Code, then in order to preserve to the Holder of the Note the perfection of the security interest in said pledge, the Issuer agrees to take such measures as it determines are reasonable and necessary under State law to comply 17 with the applicable provisions of Chapter 9, Texas Business and Commerce Code and enable a filing to perfect the security interest in said pledge to occur. SECTION 25. APPROPRIATION. To pay the debt service coming due on the Note prior to receipt of the taxes, if any, levied to pay such debt service, there is hereby appropriated from current funds on hand, which are hereby certified to be on hand and available for such purpose, an amount sufficient to pay such debt service, and such amount shall be used for no other purpose. TABLE OF CONTENTS Town of Westlake, Texas Limited Tax Note, Series 2023 Report Page Sources and Uses of Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1 Bond Summary Statistics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2 Cost of Issuance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 Bond Pricing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 Bond Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5 Form 8038 Statistics . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7 Aggregate Debt Service . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8 Jan 31, 2023 2:17 pm Prepared by Raymond James (Finance 8.800 Town of Westlake:220125-2023) SOURCES AND USES OF FUNDS Town of Westlake, Texas Limited Tax Note, Series 2023 Sources: Bond Proceeds: Par Amount 3,552,000.00 3,552,000.00 Uses: Project Fund Deposits: Project Fund 3,500,000.00 Delivery Date Expenses: Cost of Issuance 52,000.00 3,552,000.00 Jan 31, 2023 2:17 pm Prepared by Raymond James (Finance 8.800 Town of Westlake:220125-2023) Page 1 RAYMONDJAMESOD BOND SUMMARY STATISTICS Town of Westlake, Texas Limited Tax Note, Series 2023 Dated Date 03/07/2023 Delivery Date 03/07/2023 Last Maturity 03/01/2030 Arbitrage Yield 3.590135% True Interest Cost (TIC) 3.590135% Net Interest Cost (NIC) 3.590000% All -In TIC 3.985255% Average Coupon 3.590000% Average Life (years) 4.128 Duration of Issue (years) 3.811 Par Amount 3,552,000.00 Bond Proceeds 3,552,000.00 Total Interest 526,358.62 Net Interest 526,358.62 Total Debt Service 4,078,358.62 Maximum Annual Debt Service 574,200.95 Average Annual Debt Service 584,013.17 Underwriter's Fees (per $1000) Average Takedown Other Fee Total Underwriter's Discount Bid Price 100.000000 Par Average Average Bond Component Value Price Coupon Life Serial Bonds 3,552,000.00 100.000 3.590% 4.128 3,552,000.00 4.128 All -In Arbitrage TIC TIC Yield Par Value 3,552,000.00 3,552,000.00 3,552,000.00 + Accrued Interest + Premium (Discount) - Underwriter's Discount - Cost of Issuance Expense -52,000.00 - Other Amounts Target Value 3,552,000.00 3,500,000.00 3,552,000.00 Target Date 03/07/2023 03/07/2023 03/07/2023 Yield 3.590135% 3.985255% 3.590135% Jan 31, 2023 2:17 pm Prepared by Raymond James (Finance 8.800 Town of Westlake:220125-2023) Page 2 COST OF ISSUANCE Town of Westlake, Texas Limited Tax Note, Series 2023 Cost of Issuance $/1000 Amount Municipal Advisor 8.93863 31,750.00 Bond Counsel 3.02646 10,750.00 Attorney General 1.00000 3,552.00 Misc. Expenses (including MAC Texas) 0.26689 948.00 Placement Agent 1.40766 5,000.00 14.63964 52,000.00 Jan 31, 2023 2:17 pm Prepared by Raymond James (Finance 8.800 Town of Westlake:220125-2023) Page 3 BOND PRICING Town of Westlake, Texas Limited Tax Note, Series 2023 Maturity Bond Component Date Amount Rate Yield Price Serial Bonds: 03/01/2024 454,000 3.590% 3.590% 100.000 03/01/2025 471,000 3.590% 3.590% 100.000 03/01/2026 488,000 3.590% 3.590% 100.000 03/01/2027 506,000 3.590% 3.590% 100.000 03/01/2028 525,000 3.590% 3.590% 100.000 03/01/2029 544,000 3.590% 3.590% 100.000 03/01/2030 564,000 3.590% 3.590% 100.000 3,552,000 Dated Date Delivery Date First Coupon Par Amount Original Issue Discount Production Underwriter's Discount Purchase Price Accrued Interest Net Proceeds 03/07/2023 03/07/2023 09/01/2023 3,552,000.00 3,552,000.00 100.000000% 3,552,000.00 100.000000% 3,552,000.00 Jan 31, 2023 2:17 pm Prepared by Raymond James (Finance 8.800 Town of Westlake:220125-2023) Page 4 BOND DEBT SERVICE Town of Westlake, Texas Limited Tax Note, Series 2023 Period Ending Principal Coupon Interest Debt Service 09/30/2023 61,633.12 61,633.12 09/30/2024 454,000 3.590% 119,367.50 573,367.50 09/30/2025 471,000 3.590% 102,763.75 573,763.75 09/30/2026 488,000 3.590% 85,549.70 573,549.70 09/30/2027 506,000 3.590% 67,707.40 573,707.40 09/30/2028 525,000 3.590% 49,200.95 574,200.95 09/30/2029 544,000 3.590% 30,012.40 574,012.40 09/30/2030 564,000 3.590% 10,123.80 574,123.80 3,552,000 526,358.62 4,078,358.62 Jan 31, 2023 2:17 pm Prepared by Raymond James (Finance 8.800 Town of Westlake:220125-2023) Page 5 BOND DEBT SERVICE Town of Westlake, Texas Limited Tax Note, Series 2023 Period Ending Principal Coupon Interest Debt Service Annual Debt Service 09/01/2023 61,633.12 61,633.12 09/30/2023 61,633.12 03/01/2024 454,000 3.590% 63,758.40 517,758.40 09/01/2024 55,609.10 55,609.10 09/30/2024 573,367.50 03/01/2025 471,000 3.590% 55,609.10 526,609.10 09/01/2025 47,154.65 47,154.65 09/30/2025 573,763.75 03/01/2026 488,000 3.590% 47,154.65 535,154.65 09/01/2026 38,395.05 38,395.05 09/30/2026 573,549.70 03/01/2027 506,000 3.590% 38,395.05 544,395.05 09/01/2027 29,312.35 29,312.35 09/30/2027 573,707.40 03/01/2028 525,000 3.590% 29,312.35 554,312.35 09/01/2028 19,888.60 19,888.60 09/30/2028 574,200.95 03/01/2029 544,000 3.590% 19,888.60 563,888.60 09/01/2029 10,123.80 10,123.80 09/30/2029 574,012.40 03/01/2030 564,000 3.590% 10,123.80 574,123.80 09/30/2030 574,123.80 3,552,000 526,358.62 4,078,358.62 4,078,358.62 Jan 31, 2023 2:17 pm Prepared by Raymond James (Finance 8.800 Town of Westlake:220125-2023) Page 6 RAYMONDJAMESOD FORM 8038 STATISTICS Town of Westlake, Texas Limited Tax Note, Series 2023 Dated Date 03/07/2023 Delivery Date 03/07/2023 Redemption Bond Component Date Principal Coupon Price Issue Price at Maturity Serial Bonds: 03/01/2024 454,000.00 3.590% 100.000 454,000.00 454,000.00 03/01/2025 471,000.00 3.590% 100.000 471,000.00 471,000.00 03/01/2026 488,000.00 3.590% 100.000 488,000.00 488,000.00 03/01/2027 506,000.00 3.590% 100.000 506,000.00 506,000.00 03/01/2028 525,000.00 3.590% 100.000 525,000.00 525,000.00 03/01/2029 544,000.00 3.590% 100.000 544,000.00 544,000.00 03/01/2030 564,000.00 3.590% 100.000 564,000.00 564,000.00 3,552,000.00 3,552,000.00 3,552,000.00 Stated Weighted Maturity Interest Issue Redemption Average Date Rate Price at Maturity Maturity Yield Final Maturity 03/01/2030 3.590% 564,000.00 564,000.00 Entire Issue 3,552,000.00 3,552,000.00 4.1278 3.5901% Proceeds used for accrued interest 0.00 Proceeds used for bond issuance costs (including underwriters' discount) 52,000.00 Proceeds used for credit enhancement 0.00 Proceeds allocated to reasonably required reserve or replacement fund 0.00 Jan 31, 2023 2:17 pm Prepared by Raymond James (Finance 8.800 Town of Westlake:220125-2023) Page 7 m bq v bo V Q N � o � N � v C4 O � C7 O o cow �v-�o vi vi�c�i vi��000vi vi vio vio vi o�vNNNNNN��r. r. 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C In f.- "'N In In N X2 f- < ryu , N (5 1 N --- , (0 (L) I Z, r 2! () () (0 .3 In '0 (tD c) C In ryu73 0 (D 0 ZN C) ryt In f m In w >N C2 (0 X, ".3 I - () () ?) ry In In In fE. t E m C2- W C2 C �5pry b I(n1l In 0) In E: --- Pry. ryu N In In n n nr T3 c) In In In w C2 In f: In N 3 Iny ry¢yw C, C f..- ryu _c) S, 'IN = ID () C2 In C3 >N In C2, >N iz n rp f try ,- _,) E X.- C3 In t.- In "3 I as w d) 0 (0 4 N c- "I N C E In M f5. In In In t.- In 2 In In In In In . .... c) In �I N (0 (L) w 15 In c f: In In f: In :5 N F. In f n ) I N .1 �5 ryu,itlt In M t.- n q. >N In In In rryu ryu W I . In a w F. f t.- In f: t In "3 7"af.w'* S,�nInIn E, In M >N Iw f W tfC3Z5 In V w0 (0 cl X (0 :.3 _0 (T ID .fo G( 6 w _c) E nr �2 n( AF=N' E 108 'E ci 6 ri (0 w c. „..I i N E 4 T O W N O F WESTLAKE OI STI N Ci IV NV Off I f'N File #: 23-12 Town of Westlake Staff Report Agenda Date: 2/15/2023 TOWN STAFF REPORT RECCOMENDATIONS 1500 Solana Blvd Building 7, Suite 7100 Westlake, TX 76262 Agenda #: J.1. The Town Council will conduct a closed session pursuant to Texas Government Code, annotated, Chapter 551, Subchapter D for the following: a) Section 551.072: Deliberation Regarding the Purchase, Exchange, Lease, or Value of Real Property located: North of Solana Boulevard, south and west of Hwy. 114, and east of Davis Boulevard b) Section 551.071(2) Consultation with Attorney to seek advice of counsel on matters in which the duty of the Town Attorney under the Texas Disciplinary Rules of Professional Conduct of the State Bar of Texas clearly conflicts with Chapter 551 of the Texas Government Code: FM 1938 access for proposed Southlake development c) Section 551.074(a)(1): Deliberation Regarding Personnel Matters - to deliberate the appointment, employment, evaluation, reassignment, duties, of a public officer or employee: (Town Manager) Town of Westlake Page 1 of 1 Printed on 2/23/2023 7c,,wo lod ly I a>pIsIrar nvl