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Documentation_Regular_Tab 09_11/12/2020
Agenda Item #9. Regular Council STAFF MEMO � Meeting: Regular Council - Nov 12 2020 Staff Contact: Jeremy Allen, Village Manager Department: Manager NNW Approve Construction Services Manager at Risk agreement with Hedrick Brothers Construction (backup to follow) On October 8, 2020 the Village Council awarded Construction Services Manager at Risk to Hedrick Brothers Construction after final rankings were produced and the selection committee unanimously recommended Hedrick Brother Construction. Staff is recommending approval of the agreement and general condition to the contract. The services will be to provide preconstruction and virtual design services, demolition of the building, and construction services. Included documents for review and consideration: •AIA A133 — GMP Agreement (with Preconstruction Services) ❑Exhibit A— Demolition GMP Cost Summary ❑Exhibit B — Demolition Schedule - Exhibit C — Site Plan - Exhibit D — Preconstruction Services Summary - Exhibit E — VDC Services Summary •AIA A201 — General Conditions to the Contract Fees for service for Preconstruction Services and Virtual Design Construction = $65,480.00 Fees for Construction Service = 6.5% of the Cost of the Work plus 1.3% of the Cost of the Work for General Liability Insurance. A201-2017 - Tequesta Community Center FINAL-11.4.20 A133-2019 - Teauesta Community Center FINAL-11.4.20 EXHIBIT A - TCC - Demolition GMP Cost Summary 11.2.20 EXHIBIT B - TCC- Schedule - Precon and Demo 11.2.20 (1) EXHIBIT C - TCC - Site Plan 11.2.20 (1) EXHIBIT D - TCC - Preconstruction Services Summary 11.2.20 (1) EXHIBIT E - TCC- VDC Services Summary 11.2.20 (1) Page 136 of 478 Agenda Item #9. ir. 620 ,� Document A2010 2017 - General Conditions of the Contract for Construction for the following PROJECT: (Name and location or address) Village of Tequesta—Demolition of Existing Community Center and Construction of ADDITIONS AND DELETIONS: New Community Center at Constitution Park The author of this document has 399 Seabrook Road added information needed for its Tequesta,FL 33469 completion.The author may also have revised the text of the original AIA standard form.An Additions and THE OWNER: Deletions Report that notes added (Name, legal status and address) information as well as revisions to the standard form text is available from Village of Tequesta the author and should be reviewed.A 345 Tequesta Drive vertical line in the left margin of this Tequesta,FL 33469 document indicates where the author has added necessary information THE ARCHITECT: and where the author has added to or (Name, legal status and address) deleted from the original AIA text. This document has important legal REG Architects,Inc. consequences.Consultation with an 120 South Olive Ave, Ste 210 attorney is encouraged with respect West Palm Beach,FL 33401 to its completion or modification. TABLE OF ARTICLES For guidance in modifying this document to include supplementary 1 GENERAL PROVISIONS conditions,see AIA Document A503TM,Guide for Supplementary 2 OWNER 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 AIA Document A2010—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA,"the AIA Logo,"A201,"and"AIA Contract Documents"are .� registered trademarks and may not be used without permission.This document was produced by AIA software at 10:34:09 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. '�7 User Notes: Pc04Y0`89�f 478 Agenda Item #9. 14 TERMINATION OR SUSPENSION OF THE CONTRACT 15 CLAIMS AND DISPUTES AIA Document A2010—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA,"the AIA Logo,"A201,"and"AIA Contract Documents"are 2 registered trademarks and may not be used without permission.This document was produced by AIA software at 10:34:09 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. '�R User Notes: Pc04Y0'89�f 478 Agenda Item #9. INDEX Architect's Authority to Reject Work (Topics and numbers in bold are Section headings.) 3.5,4.2.6, 12.1.25 12.2.1 Architect's Copyright 1.1.7, 1.5 Acceptance of Nonconforming Work Architect's Decisions 9.6.61 9.9.31 12.3 3.7.4,4.2.61 4.2.71 4.2.111 4.2.121 4.2.131 4.2.14,6.31 Acceptance of Work 7.3.4,7.3.91 8.1.31 8.3.1,9.29 9.4.11 9.51 9.8.4, 9.9.1, 9.6.61 9.8.2,9.9.31 9.10.11 9.10.3, 12.3 13.4.21 15.2 Access to Work Architect's Inspections 3.161 6.2.1, 12.1 3.7.4,4.2.21 4.2.9,9.4.2,9.8.3,9.9.2,9.10.15 13.4 Accident Prevention Architect's Instructions 10 3.2.4,3.3.11 4.2.61 4.2.7, 13.4.2 Acts and Omissions Architect's Interpretations 3.2,3.3.2, 3.12.8, 3.18,4.2.3, 8.3.1, 9.5.1, 10.2.5, 4.2.11,4.2.12 10.2.8, 13.3.2, 14.1, 15.1.2, 15.2 Architect's Project Representative Addenda 4.2.10 1.1.1 Architect's Relationship with Contractor Additional Costs,Claims for 1.1.2, 1.51 2.3.31 3.1.31 3.2.2,3.2.31 3.2.41 3.3.1,3.4.2, 3.7.41 3.7.5, 10.3.2, 15.1.5 3.5,3.7.41 3.7.51 3.9.21 3.9.3,3.101 3.111 3.121 3.16, Additional Inspections and Testing 3.181 4.1.21 4.21 5.2, 6.2.2, 7, 8.3.11 9.21 9.35 9.45 9.51 9.4.21 9.8.3, 12.2.15 13.4 9.71 9.81 9.91 10.2.6, 10.35 11.3, 121 13.3.21 13.45 15.2 Additional Time,Claims for Architect's Relationship with Subcontractors 3.2.4, 3.7.4,3.7.5,3.10.2, 8.3.2, 15.1.6 1.1.2,4.2.31 4.2.41 4.2.61 9.6.3,9.6.41 11.3 Administration of the Contract Architect's Representations 3.1.31 4.2,9.4,9.5 9.4.259.5.119.10.1 Advertisement or Invitation to Bid Architect's Site Visits 1.1.1 3.7.4,4.2.21 4.2.9,9.4.2,9.5.1,9.9.21 9.10.1, 13.4 Aesthetic Effect Asbestos 4.2.13 10.3.1 Allowances Attorneys' Fees 3.8 3.18.1,9.6.8,9.10.2, 10.3.3 Applications for Payment Award of Separate Contracts 4.2.517.3.959.219.3, 9.4,9.5.119.5.4,9.6.3,9.7,9.10 6.1.1, 6.1.2 Approvals Award of Subcontracts and Other Contracts for 2.1.1,2.3.15 2.5,3.1.3,3.10.2, 3.12.8,3.12.9, Portions of the Work 3.12.10.1,4.2.7,9.3.25 13.4.1 5.2 Arbitration Basic Definitions 8.3.11 15.3.21 15.4 1.1 ARCHITECT Bidding Requirements 4 1.1.1 Architect,Definition of Binding Dispute Resolution 4.1.1 8.3.1,9.7111.5113.1, 15.1.2, 15.1.3115.2.1915.2.5, Architect,Extent of Authority 15.2.6.11 15.3.11 15.3.2, 15.3.3, 15.4.1 2.51 3.12.7,4.1.2,4.2,5.21 6.31 7.1.2,7.3.4,7.4,9.21 Bonds,Lien 9.3.119.4,9.5,9.6.3, 9.819.10.119.10.3, 12.1, 12.2.11 7.3.4.41 9.6.81 9.10.2,9.10.3 13.4.1, 13.4.25 14.2.2, 14.2.4, 15.1.4, 15.2.1 Bonds,Performance,and Payment Architect,Limitations of Authority and Responsibility 7.3.4.41 9.6.7,9.10.3, 11.1.2, 11.1.3, 11.5 2.1.1,3.12.4,3.12.81 3.12.101 4.1.2,4.2.11 4.2.21 4.2.31 Building Information Models Use and Reliance 4.2.61 4.2.7,4.2.10,4.2.1214.2.13, 5.2.1,7.4,9.4.2, 1.8 9.5.4, 9.6.4, 15.1.4, 15.2 Building Permit Architect's Additional Services and Expenses 3.7.1 2.51 12.2.15 13.4.2, 13.4.31 14.2.4 Capitalization Architect's Administration of the Contract 1.3 3.1.31 3.7.4, 15.2,9.4.1,9.5 Certificate of Substantial Completion Architect's Approvals 9.8.3,9.8.41 9.8.5 2.51 3.1.3, 3.5,3.10.2,4.2.7 AIA Document A2010-2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA,"the AIA Logo,"A201,"and"AIA Contract Documents"are 3 registered trademarks and may not be used without permission.This document was produced by AIA software at 10:34:09 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. ��,p User Notes: PC�( 04�'�(�Y0�9�f 478 Agenda Item #9. Certificates for Payment Concealed or Unknown Conditions 4.2.114.2.5,4.2.9,9.3.319.419.5,9.6.1, 9.6.6,9.71 3.7.4,4.2.81 8.3.11 10.3 9.10.19 9.10.3, 14.1.1.31 14.2.4, 15.1.4 Conditions of the Contract Certificates of Inspection,Testing or Approval E E L 6.1.11 6.1.4 13.4.4 Consent,Written Certificates of Insurance 3.4.2,3.14.2,4.1.2,9.8.5,9.9.1,9.10.21 9.10.3, 13.21 9.10.2 15.4.4.2 Change Orders Consolidation or Joinder 1.1.113.4.2,3.7.4,3.8.2.313.1113.12.814.2.8, 5.2.31 15.4.4 7.1.21 7.1.3,7.21 7.3.2,7.3.71 7.3.91 7.3.101 8.3.1, CONSTRUCTION BY OWNER OR BY 9.3.1.15 9.10.3, 10.3.21 11.2, 11.5, 12.1.2 SEPARATE CONTRACTORS Change Orders,Definition of 1.1.4,6 7.2.1 Construction Change Directive,Definition of CHANGES IN THE WORK 7.3.1 2.2.2, 3.11,4.2.8,71 7.2.1, 7.3.1,7.4, 8.3.1, 9.3.1.1, Construction Change Directives 11.5 1.1.1,3.4.2,3.11,3.12.8,4.2.8,7.1.1,7.1.2,7.1.3,7.3, Claims,Definition of 9.3.1.1 15.1.1 Construction Schedules, Contractor's Claims,Notice of 3.101 3.111 3.12.1,3.12.2,6.1.3, 15.1.6.2 1.6.2, 15.1.3 Contingent Assignment of Subcontracts CLAIMS AND DISPUTES 5.4, 14.2.2.2 3.2.41 6.1.1,6.3,7.3.91 9.3.31 9.10.4, 10.3.3, 151 15.4 Continuing Contract Performance Claims and Timely Assertion of Claims 15.1.4 15.4.1 Contract,Definition of Claims for Additional Cost 1.1.2 3.2.4, 3.3.1,3.7.4,7.3.9, 9.5.2, 10.2.5, 10.3.2, 15.1.5 CONTRACT,TERMINATION OR Claims for Additional Time SUSPENSION OF THE 3.2.4,3.3.1,3.7.4,6.1.118.3.2,9.5.2, 10.3.2, 15.1.E 5.4.1.115.4.2, 11.5, 14 Concealed or Unknown Conditions,Claims for Contract Administration 3.7.4 3.1.3,41 9.41 9.5 Claims for Damages Contract Award and Execution,Conditions Relating 3.2.4, 3.18, 8.3.3,9.5.1,9.6.7, 10.2.5, 10.3.3, 11.31 to 11.3.2, 14.2.4, 15.1.7 3.7.1,3.101 5.21 6.1 Claims Sub j ect to Arbitration Contract Documents,Copies Furnished and Use of 15.4.1 1.5.2,2.3.6, 5.3 Cleaning Up Contract Documents,Definition of 3.15, 6.3 1.1.1 Commencement of the Work, Conditions Relating to Contract Sum 2.2.113.2.213.4.1,3.7.113.10.113.12.6, 5.2.1, 5.2.3, 2.2.2,2.2.413.7.413.7.5,3.8,3.10.215.2.317.3,7.4, 6.2.2, 8.1.2, 8.2.2, 8.3.1, 11.11 11.2, 15.1.5 9.1,9.2, 9.4.2,9.5.1.4, 9.6.7,9.7, 10.3.2, 11.5, 12.1.2, Commencement of the Work,Definition of 12.31 14.2.41 14.3.2, 15.1.4.21 15.1.59 15.2.5 8.1.2 Contract Sum,Definition of Communications 9.1 3.9.11 4.2.4 Contract Time Completion,Conditions Relating to 1.1.4,2.2.11 2.2.21 3.7.4,3.7.5,3.10.21 5.2.3,6.1.5, 3.4.113.11,3.15,4.2.2,4.2.9, 8.2,9.4.2,9.8,9.9.1, 7.2.1.317.3.117.3.5,7.3.6, 7,7,7.3.10, 7.4, 8.1.1, 9.10112.2, 14.1.2, 15.1.2 8.2.11 8.2.31 8.3.11 9.5.1,9.71 10.3.2, 12.1.11 12.1.2, COMPLETION,PAYMENTS AND 14.3.2, 15.1.4.21 15.1.6.1, 15.2.5 9 Contract Time,Definition of Completion, Substantial 8.1.1 3.10.114.2.9, 8.1.1, 8.1.3, 8.2.31 9.4.2,9.8, 9.9.1, CONTRACTOR 9.10.31 12.2, 15.1.2 3 Compliance with Laws Contractor,Definition of 2.3.213.2.3,3.6,3.7,3.12.1013.13,9.6.4, 10.2.2113.11 3.1,6.1.2 13.3, 13.4.1, 13.4.2, 13.5, 14.1.1, 14.2.1.3, 15.2.81 Contractor's Construction and Submittal 15.4.2115.4.3 Schedules 3.10,3.12.1,3.12.2,4.2.3, 6.1.3, 15.1.6.2 AIA Document A2010—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA,"the AIA Logo,"A201,"and"AIA Contract Documents"are 4 registered trademarks and may not be used without permission.This document was produced by AIA software at 10:34:09 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. Pc User Notes: 04� q9pf 478 Agenda Item #9. Contractor's Employees Damage to Construction of Owner or Separate 2.2.41 3.3.21 3.4.3,3.8.11 3.91 3.18.2,4.2.31 4.2.61 10.21 Contractors 10.31 11.3, 14.1, 14.2.1.1 3.14.2,6.2.41 10.2.1.2, 10.2.51 10.4, 12.2.4 Contractor's Liability Insurance Damage to the Work 11.1 3.14.2,9.9.1, 10.2.1.2, 10.2.5, 10.4, 12.2.4 Contractor's Relationship with Separate Contractors Damages,Claims for and Owner's Forces 3.2.4,3.181 6.1.11 8.3.31 9.5.11 9.6.71 10.3.31 11.3.2, 3.12.5 9 3.14.2,4.2.41 6, 11.31 12.2.4 11.31 14.2.41 15.1.7 Contractor's Relationship with Subcontractors Damages for Delay 1.2.2,2.2.41 3.3.21 3.18.113.18.25 4.2.4,5,9.6.21 9.6.71 6.2.3, 8.3.31 9.5.1.6, 9.7, 10.3.2, 14.3.2 9.10.21 11.2, 11.3, 11.4 Date of Commencement of the Work,Definition of Contractor's Relationship with the Architect 8.1.2 1.1.2, 1.5,2.3.31 3.1.31 3.2.21 3.2.31 3.2.41 3.3.11 3.4.21 Date of Substantial Completion,Definition of 3.5.113.7.4,3.10,3.1113.12,3.16,3.18,4.2,5.216.2.21 8.1.3 7, 8.3.11 9.2,9.3, 9.4,9.5,9.7, 9.81 9.9, 10.2.61 10.3, Day,Definition of 11.31 12, 13.4, 15.1.3, 15.2.1 8.1.4 Contractor's Representations Decisions of the Architect 3.2.11 3.2.2,3.51 3.12.6,6.2.21 8.2.1,9.3.31 9.8.2 3.7.4,4.2.61 4.2.7,4.2.111 4.2.121 4.2.131 6.31 7.3.4, Contractor's Responsibility for Those Performing the 7.3.9, 8.1.31 8.3.1,9.21 9.4,9.5.1,9.8.41 9.9.1, 13.4.21 Work 14.2.21 14.2.41 15.1, 15.2 3.3.21 3.185 5.35 6.1.31 6.21 9.5.1, 10.2.8 Decisions to Withhold Certification Contractor's Review of Contract Documents 9.4.1,9.51 9.71 14.1.1.3 3.2 Defective or Nonconforming Work,Acceptance, Contractor's Right to Stop the Work Rejection and Correction of 2.2.2, 9.7 2.51 3.51 4.2.61 6.2.31 9.5.1,9.5.3,9.6.6,9.8.2, 9.9.3, Contractor's Right to Terminate the Contract 9.10.45 12.2.1 14.1 Definitions Contractor's Submittals l.l,2.1.1,3.1.1,3.5,3.12.1,3.12.2,3.12.3,4.1.1, 5.15 3.1013.11,3.1214.2.715.2.115.2.319.2, 9.3,9.8.21 6.1.2,7.2.117.3.1, 8.119.1,9.8.1, 15.1.1 9.8.31 9.9.1,9.10.219.10.3 Delays and Extensions of Time Contractor's Superintendent 3.21 3.7.41 5.2.31 7.2.11 7.3.1,7.45 8.39 9.5.1,9.7, 3.91 10.2.6 10.3.2, 10.41 14.3.2, 15.1.6, 15.2.5 Contractor's Supervision and Construction Digital Data Use and Transmission Procedures 1.7 1.2.2,3.3,3.4,3.12.1014.2.2,4.2.7,6.1.3,6.2.4,7.1.3, Disputes 7.3.4, 7.3.6, 8.21 101 121 141 15.1.4 6.3,7.3.91 15.11 15.2 Coordination and Correlation Documents and Samples at the Site 1.253.2.1, 3.3.113.10,3.12.6,6.1.316.2.1 3.11 Copies Furnished of Drawings and Specifications Drawings,Definition of 1.51 2.3.6, 3.11 1.1.5 Copyrights Drawings and Specifications,Use and Ownership of 1.5,3.17 3.11 Correction of Work Effective Date of Insurance 2.51 3.7.3,9.4.2,9.8.2,9.8.31 9.9.1, 12.1.2, 12.21 12.31 8.2.2 15.1.3.11 15.1.3.2, 15.2.1 Emergencies Correlation and Intent of the Contract Documents 10.4, 14.1.1.21 15.1.5 1.2 Employees, Contractor's Cost,Definition of 3.3.2,3.4.31 3.8.19 3.9, 3.18.214.2.3,4.2.61 10.25 7.3.4 10.3.3, 11.3, 14.1, 14.2.1.1 Costs Equipment,Labor,or Materials 2.513.2.4, 3.7.3,3.8.253.15.215.4.2,6.1.1, 6.2.31 1.1.3, 1.1.613.413.5,3.8.2,3.8.3,3.12, 3.1313.15.1, 7.3.3.3,7.3.4,7.3.81 7.3.91 9.10.2, 10.3.2, 10.3.6, 11.2, 4.2.61 4.2.71 5.2.11 6.2.1,7.3.41 9.3.21 9.3.3,9.5.1.3, 12.1.21 12.2.1, 12.2.41 13.41 14 9.10.2110.2.1110.2.4, 14.2.1.1114.2.1.2 Cutting and Patching Execution and Progress of the Work 3.1416.2.5 1.1.3, 1.2.1, 1.2.212.3.4,2.3.6,3.113.3.113.4.1,3.7.1, 3.10.1,3.121 3.141 4.21 6.2.2,7.1.3, 7.3.61 8.2, 9.5.1, 9.9.1, 10.2110.3, 12.1, 12.2, 14.2, 14.3.1115.1.4 AIA Document A2010-2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA,"the AIA Logo,"A201,"and"AIA Contract Documents"are 5 registered trademarks and may not be used without permission.This document was produced by AIA software at 10:34:09 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. ��,p User Notes: P'�'( 04� 0�9�f 478 Agenda Item #9. Extensions of Time Insurance Companies,Consent to Partial Occupancy 3.2.413.7.4,5.2.3,7.2.117.317.4,9.5.1, 9.7, 10.3.21 9.9.1 10.41 14.3, 15.1.6, 15.2.5 Insured loss,Adjustment and Settlement of Failure of Payment 11.5 9.5.1.31 9.7,9.10.2, 13.5, 14.1.1.3, 14.2.1.2 Intent of the Contract Documents Faulty Work 1.2.1,4.2.71 4.2.12,4.2.13 (See Defective or Nonconforming Work) Interest Final Completion and Final Payment 13.5 4.2.11 4.2.9,9.8.2,9.10, 12.31 14.2.4, 14.4.3 Interpretation Financial Arrangements,Owner's 1.1.8, 1.2.3, 1.4,4.1.1, 5.1,6.1.2, 15.1.1 2.2.11 13.2.2, 14.1.1.4 Interpretations,Written GENERAL PROVISIONS 4.2.11,4.2.12 1 Judgment on Final Award Governing Law 15.4.2 13.1 Labor and Materials,Equipment Guarantees(See Warranty) 1.1.3, 1.1.6,3.4,3.5,3.8.2,3.8.3,3.12, 3.13,3.15.1, Hazardous Materials and Substances 5.2.1, 6.2.11 7.3.41 9.3.2,9.3.3,9.5.1.3, 9.10.2, 10.2.1, 10.2.41 10.3 10.2.4, 14.2.1.1, 14.2.1.2 Identification of Subcontractors and Suppliers Labor Disputes 5.2.1 8.3.1 Indemnification Laws and Regulations 3.1713.18,9.6.8, 9.10.2110.3.3111.3 1.512.3.213.2.313.2.413.6,3.7, 3.12.1013.13, 9.6.4, Information and Services Required of the Owner 9.9.1, 10.2.2, 13.11 13.3.1, 13.4.21 13.51141 15.2.8, 2.1.212.2,2.313.2.213.12.10.116.1.3,6.1.4,6.2.51 15.4 9.6.11 9.9.2,9.10.3, 10.3.31 11.21 13.4.1, 13.4.2, Liens 14.1.1.4, 14.1.4, 15.1.4 2.1.2,9.3.11 9.3.31 9.6.8,9.10.2,9.10.4, 15.2.8 Direct Discussions Limitations, Statutes of 15.2 12.2.5, 15.1.2, 15.4.1.1 (Paragraphs deleted) Limitations of Liability Injury or Damage to Person or Property 3.2.2,3.51 3.12.101 3.12.10.11 3.17, 3.18.114.2.6, 10.2.89 10.4 4.2.7, 6.2.2, 9.4.2,9.6.4,9.6.7,9.6.8, 10.2.5, 10.3.3, Inspections 11.3, 12.2.51 13.3.1 3.1.31 3.3.3,3.7.1,4.2.21 4.2.61 4.2.9,9.4.2, 9.8.31 Limitations of Time 9.9.219.10.1, 12.2.1, 13.4 2.1.2,2.212.513.2.2,3.10, 3.11,3.12.5, 3.15.1,4.2.7, Instructions to Bidders 5.2,5.31 5.4.11 6.2.4,7.3,7.4, 8.21 9.2,9.3.1,9.3.3, 1.1.1 9.4.1,9.51 9.61 9.71 9.81 9.9, 9.10, 12.2, 13.49 14, 15, Instructions to the Contractor 15.1.2, 15.1.3, 15.1.5 3.2.41 3.3.11 3.8.1,5.2.11 7, 8.2.2, 12, 13.4.2 Materials,Hazardous Instruments of Service,Definition of 10.2.41 10.3 1.1.7 Materials,Labor,Equipment and Insurance 1.1.3, 1.1.6, 3.4.1,3.5, 3.8.2,3.8.3, 3.1213.13, 3.15.11 6.1.1,7.3.4,8.2.219.3.219.8.419.9.L 9.10.21 10.2.5111 5.2.1, 6.2.11 7.3.4,9.3.2,9.3.31 9.5.1.31 9.10.2, Insurance,Notice of Cancellation or Expiration 10.2.1.21 10.2.41 14.2.1.1, 14.2.1.2 11.1.41 11.2.3 Means,Methods,Techniques, Sequences and Insurance,Contractor's Liability Procedures of Construction 11.1 3.3.1,3.12.1014.2.2,4.2.7,9.4.2 Insurance,Effective Date of Mechanic's Lien 8.2.21 14.4.2 2.1.2,9.3.11 9.3.39 9.6.8,9.10.2,9.10.4, 15.2.8 Insurance,Owner's Liability Mediation 11.2 8.3.1, 15.1.3.2115.2.1, 15.2.5115.2.6115.3, 15.4.1, Insurance,Property 15.4.1.1 10.2.51 11.2, 11.41 11.5 Minor Changes in the Work Insurance, Stored Materials 1.1.1,3.4.21 3.12.814.2.8,7.11 7.4 9.3.2 MISCELLANEOUS PROVISIONS INSURANCE AND BONDS 13 11 Modifications,Definition of 1.1.1 AIA Document A2010—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA,"the AIA Logo,"A201,"and"AIA Contract Documents"are 6 registered trademarks and may not be used without permission.This document was produced by AIA software at 10:34:09 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. ��,p User Notes: P'�'( 04� 9�f 478 Agenda Item #9. Modifications to the Contract Owner's Right to Stop the Work 1.1.1, 1.1.2,2.5,3.11,4.1.214.2.195.2.317, 8.3.119.71 2.4 10.3.2 Owner's Right to Suspend the Work Mutual Responsibility 14.3 6.2 Owner's Right to Terminate the Contract Nonconforming Work,Acceptance of 14.2, 14.4 9.6.61 9.9.3, 12.3 Ownership and Use of Drawings,Specifications Nonconforming Work,Rejection and Correction of and Other Instruments of Service 2.412.513.514.2.6,6.2.419.5.119.8.2,9.9.3,9.10.41 1.1.1, 1.1.6, 1.1.711.512.3.6,3.2.213.11, 3.17,4.2.12, 12.2 5.3 Notice Partial Occupancy or Use 1.61 1.6.1, 1.6.2,2.1.2,2.2.2.12.2.3,2.2.4,2.51 3.2.41 9.6.6,9.9 3.3.11 3.7.4,3.7.51 3.9.21 3.12.91 3.12.101 5.2.1, 7.41 Patching,Cutting and 8.2.2 9.6.8,9.7,9.10.1, 10.2.8, 10.3.2, 11.5, 12.2.2.1, 3.14,6.2.5 13.4.1, 13.4.2, 14.1, 14.2.2, 14.4.2, 15.1.3, 15.1.5, Patents 15.1.61 15.4.1 3.17 Notice of Cancellation or Expiration of Insurance Payment,Applications for 11.1.4111.2.3 4.2.5,7.3.919.2,9.319.4,9.519.6.3,9.719.8.5, 9.10.1, Notice of Claims 14.2.31 14.2.41 14.4.3 1.6.21 2.1.2,3.7.4,9.6.8, 10.2.8, 15.1.3, 15.1.5115.1.61 Payment,Certificates for 15.2.81 15.3.2, 15.4.1 4.2.5,4.2.919.3.3,9.419.519.6.1,9.6.619.759.10.1, Notice of Testing and Inspections 9.10.31 14.1.1.31 14.2.4 13.4.11 13.4.2 Payment,Failure of Observations,Contractor's 9.5.1.319.7, 9.10.21 13.5, 14.1.1.31 14.2.1.2 3.213.7.4 Payment,Final Occupancy 4.2.1,4.2.91 9.101 12.3, 14.2.4, 14.4.3 2.3.11 9.6.6,9.8 Payment Bond,Performance Bond and Orders,Written 7.3.4.4,9.6.7,9.10.3, 11.1.2 1.1.1,2.41 3.9.21 7, 8.2.2, 11.51 12.1, 12.2.2.1, 13.4.21 Payments,Progress 14.3.1 9.31 9.61 9.8.51 9.10.3, 14.2.31 15.1.4 OWNER PAYMENTS AND COMPLETION 2 9 Owner,Definition of Payments to Subcontractors 2.1.1 5.4.2,9.5.1.3,9.6.2, 9.6.3, 9.6.4,9.6.7, 14.2.1.2 Owner,Evidence of Financial Arrangements PCB 2.21 13.2.2, 14.1.1.4 10.3.1 Owner,Information and Services Required of the Performance Bond and Payment Bond 2.1.21 2.2,2.31 3.2.21 3.12.10,6.1.3,6.1.4,6.2.5,9.3.21 7.3.4.4,9.6.7,9.10.3, 11.1.2 9.6.1,9.6.4,9.9.2,9.10.3, 10.3.3, 11.2, 13.4.1113.4.21 Permits,Fees,Notices and Compliance with Laws 14.1.1.4, 14.1.4, 15.1.4 2.3.1,3.71 3.131 7.3.4.4, 10.2.2 Owner's Authority PERSONS AND PROPERTY,PROTECTION OF 1.512.1.112.3.32.4,2.513.4.213.8.1,3.12.1013.14.21 10 4.1.21 4.2.4,4.2.9,5.2.11 5.2.4, 5.4.1, 6.1,6.3,7.2.1, Polychlorinated Biphenyl 7.3.11 8.2.25 8.3.1,9.3.21 9.5.11 9.6.4,9.9.11 9.10.21 10.3.1 10.3.2, 11.4, 11.5, 12.2.2, 12.3, 13.2.2, 14.3, 14.41 Product Data,Definition of 15.2.7 3.12.2 Owner's Insurance Product Data and Samples,Shop Drawings 11.2 3.111 3.12,4.2.7 Owner's Relationship with Subcontractors Progress and Completion 1.1.215.215.3,5.4,9.6.4,9.10.21 14.2.2 4.2.2,8.259.819.9.1, 14.1.4, 15.1.4 Owner's Right to Carry Out the Work Progress Payments 2.5114.2.2 9.3,9.6, 9.8.5,9.10.3, 14.2.3, 15.1.4 Owner's Right to Clean Up Project,Definition of 6.3 1.1.4 Owner's Right to Perform Construction and to Project Representatives Award Separate Contracts 4.2.10 6.1 AIA Document A2010—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA,"the AIA Logo,"A201,"and"AIA Contract Documents"are 7 registered trademarks and may not be used without permission.This document was produced by AIA software at 10:34:09 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. ��,p User Notes: P'�'( 043709 478 Agenda Item #9. Property Insurance Shop Drawings,Definition of 10.2.51 11.2 3.12.1 Proposal Requirements Shop Drawings,Product Data and Samples 1.1.1 3.11,3.12,4.2.7 PROTECTION OF PERSONS AND PROPERTY Site,Use of 10 3.13,6.1.11 6.2.1 Regulations and Laws Site Inspections 1.592.3.293.2.313.613.713.12.1093.13, 9.6.4,9.9.11 3.2.293.3.313.7.193.7.4,4.299.9.219.4.299.10.1913.4 10.2.29 13.1, 13.3, 13.4.1, 13.4.2, 13.5, 14, 15.2.81 15.4 Site Visits,Architect's Rejection of Work 3.7.4,4.2.21 4.2.9,9.4.2,9.5.1,9.9.2,9.10.1, 13.4 4.2.6, 12.2.1 Special Inspections and Testing Releases and Waivers of Liens 4.2.6, 12.2.11 13.4 9.3.1, 9.10.2 Specifications,Definition of Representations 1.1.6 3.2.1, 3.5, 3.12.6, 8.2.11 9.3.3, 9.4.2,9.5.1, 9.10.1 Specifications Representatives 1.1.1, 1.1.6, 1.2.21 1.5, 3.12.10, 3.171 4.2.14 2.1.1, 3.1.1,3.9,4.1.1,4.2.10) 13.2.1 Statute of Limitations Responsibility for Those Performing the Work 15.1.2, 15.4.1.1 3.3.21 3.18,4.2.2,4.2.31 5.31 6.1.3,6.21 6.31 9.5.1, 10 Stopping the Work Retainage 2.2.21 2.49 9.79 10.3, 14.1 9.3.11 9.6.2,9.8.5,9.9.11 9.10.21 9.10.3 Stored Materials Review of Contract Documents and Field 6.2.1,9.3.21 10.2.1.2, 10.2.4 Conditions by Contractor Subcontractor,Definition of 3.21 3.12.7,6.1.3 5.1.1 Review of Contractor's Submittals by Owner and SUBCONTRACTORS Architect 5 3.10.1, 3.10.2,3.11,3.12,4.2, 5.21 6.1.3,9.2,9.8.2 Subcontractors,Work by Review of Shop Drawings,Product Data and Samples 1.2.2,3.3.2,3.12.1,3.18,4.2.3,5.2.3,5.3,5.4,9.3.1.2, by Contractor 9.6.7 3.12 Subcontractual Relations Rights and Remedies 5.39 5.4, 9.3.1.21 9.69 9.109 10.2.11 14.15 14.2.1 1.1.2,2.4,2.5,3.5,3.7.41 3.15.2,4.2.6, 5.3, 5.4,6.1, Submittals 6.317.3.1, 8.3,9.5.1, 9.71 10.2.5, 10.3, 12.2.1, 12.2.21 3.10,3.1113.1214.2.7,5.2.1,5.2.317.3.419.2,9.3,9.8, 12.2.4, 13.3, 14, 15.4 9.9.1,9.10.21 9.10.3 Royalties,Patents and Copyrights Submittal Schedule 3.17 3.10.21 3.12.514.2.7 Rules and Notices for Arbitration Subrogation,Waivers of 15.4.1 6.1.1, 11.3 Safety of Persons and Property Substances,Hazardous 10.21 10.4 10.3 Safety Precautions and Programs Substantial Completion 3.3.11 4.2.2,4.2.7,5.31 10.1, 10.21 10.4 4.2.9, 8.1.11 8.1.31 8.2.3,9.4.21 9.81 9.9.11 9.10.3, 12.21 Samples,Definition of 15.1.2 3.12.3 Substantial Completion,Definition of Samples,Shop Drawings,Product Data and 9.8.1 3.111 3.12,4.2.7 Substitution of Subcontractors Samples at the Site,Documents and 5.2.31 5.2.4 3.11 Substitution of Architect Schedule of Values 2.3.3 9.219.3.1 Substitutions of Materials Schedules,Construction 3.4.2,3.51 7.3.8 3.101 3.12.1,3.12.21 6.1.31 15.1.6.2 Sub-subcontractor,Definition of Separate Contracts and Contractors 5.1.2 1.1.4, 3.12.5, 3.14.2,4.2.41 4.2.7, 6, 8.3.1, 12.1.2 Subsurface Conditions Separate Contractors,Definition of 3.7.4 6.1.1 Successors and Assigns 13.2 AIA Document A2010—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA,"the AIA Logo,"A201,"and"AIA Contract Documents"are 8 registered trademarks and may not be used without permission.This document was produced by AIA software at 10:34:09 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. User Notes: Pa( 04370_3 478 Agenda Item #9. Superintendent 9.5,9.6, 9.71 9.81 9.9,9.101 12.21 13.41 141 15.1.21 3.91 10.2.6 15.1.31 15.4 Supervision and Construction Procedures Time Limits on Claims 1.2.21 3.3,3.4,3.12.10)4.2.2,4.2.7,6.1.3,6.2.4,7.1.31 3.7.4, 10.2.8, 15.1.2, 15.1.3 7.3.4, 8.2, 8.3.1,9.4.2, 10, 12114, 15.1.4 Title to Work Suppliers 9.3.2,9.3.3 1.51 3.12.1,4.2.4,4.2.61 5.2.11 9.31 9.4.2,9.5.41 9.6, UNCOVERING AND CORRECTION OF WORK 9.10.59 14.2.1 12 Surety Uncovering of Work 5.4.1.25 9.6.8,9.8.5,9.10.219.10.3111.1.2114.2.21 12.1 15.2.7 Unforeseen Conditions,Concealed or Unknown Surety, Consent of 3.7.4, 8.3.11 10.3 9.8.5, 9.10.21 9.10.3 Unit Prices Surveys 7.3.3.21 9.1.2 1.1.7,2.3.4 Use of Documents Suspension by the Owner for Convenience 1.1.1, 1.5,2.3.61 3.12.6, 5.3 14.3 Use of Site Suspension of the Work 3.131 6.1.11 6.2.1 3.7.51 5.4.2, 14.3 Values,Schedule of Suspension or Termination of the Contract 9.2,9.3.1 5.4.1.15 14 Waiver of Claims by the Architect Taxes 13.3.2 3.61 3.8.2.1,7.3.4.4 Waiver of Claims by the Contractor Termination by the Contractor 9.10.51 13.3.21 15.1.7 14.1115.1.7 Waiver of Claims by the Owner Termination by the Owner for Cause 9.9.3,9.10.3,9.10.4, 12.2.2.1, 13.3.2, 14.2.4, 15.1.7 5.4.1.11 14.2, 15.1.7 Waiver of Consequential Damages Termination by the Owner for Convenience 14.2.4, 15.1.7 14.4 Waiver of Liens Termination of the Architect 9.3,9.10.21 9.10.4 2.3.3 Waivers of Subrogation Termination of the Contractor Employment 6.1.1, 11.3 14.2.2 Warranty 3.5,4.2.919.3.319.8.4, 9.9.1,9.10.219.10.41 12.2.2, TERMINATION OR SUSPENSION OF THE 15.1.2 CONTRACT Weather Delays 14 8.3, 15.1.6.2 Tests and Inspections Work,Definition of 3.1.31 3.3.31 3.7.1,4.2.21 4.2.61 4.2.9,9.4.2, 9.8.31 1.1.3 9.9.21 9.10.1, 10.3.2, 12.2.11 13.4 Written Consent TIME 1.5.2,3.4.2, 3.7.4,3.12.8,3.14.214.1.2,9.3.2, 9.10.31 8 13.2, 13.3.21 15.4.4.2 Time,Delays and Extensions of Written Interpretations 3.2.413.7.455.2.3,7.2.117.3.117.4,8.3, 9.5.1,9.71 4.2.11,4.2.12 10.3.2, 10.4, 14.3.21 15.1.61 15.2.5 Written Orders Time Limits 1.1.1,2.4,3.91 7, 8.2.2, 12.1, 12.2, 13.4.21 14.3.1 2.1.21 2.2,2.5,3.2.21 3.101 3.111 3.12.51 3.15.114.2, 5.2,5.315.4,6.2.417.3,7.4,8.259.2,9.3.11)9.3.3,9.4.11 AIA Document A2010—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA,"the AIA Logo,"A201,"and"AIA Contract Documents"are 9 registered trademarks and may not be used without permission.This document was produced by AIA software at 10:34:09 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. User Notes: PC 043709 478 Agenda Item #9. 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,the Exhibits to 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,including all Exhibits thereto,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 and Contractor shall,however,be entitled to performance and enforcement of obligations under the Contract intended to facilitate performance of their respective 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. (Paragraphs deleted) § 1.2 Correlation and Intent of the Contract Documents § 1.2.1 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. § 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. AIA Document A2010—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA,"the AIA Logo,"A201,"and"AIA Contract Documents"are 10 registered trademarks and may not be used without permission.This document was produced by AIA software at 10:34:09 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. Pc User Notes: 04� �9pf 478 Agenda Item #9. § 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 mail(email) . § 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 If the parties intend to transmit Instruments of Service or any other information or documentation in digital form,they shall endeavor to establish necessary protocols governing such transmissions,unless otherwise already provided in the Agreement or the Contract Documents. § 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 E203T1"IL-2013,Building Information Modeling and Digital Data Exhibit,and the requisite AIA Document G202Tm--2013,Project Building Information Modeling Protocol Form,shall be at the using or relying party's sole risk and without liability to the other party and its contractors or consultants,the authors of,or contributors to,the building information model,and each of their agents and employees. AIA Document A2010—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA,"the AIA Logo,"A201,"and"AIA Contract Documents"are registered trademarks and may not be used without permission.This document was produced by AIA software at 10:34:09 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. ��,p User Notes: P'�'( 04� 07`89�f 478 Agenda Item #9. § 1.9 Order of Precedence § 1.9.1 In case of conflicts between the drawings and specifications,the specifications shall govern. In any case of omissions or errors in figures, drawings or specifications,the Contractor shall promptly submit the matter to the Owner for clarification. The Owner's clarifications are final and binding on all Parties, subject to an equitable adjustment in Contract Time or Price pursuant to Articles 7 and 8 or dispute resolution in accordance with Article 15. § 1.9.2 Where figures are given,they shall be preferred to scaled dimensions. § 1.9.3 Any terms that have well-known technical or trade meanings,unless otherwise specifically defined in the Contract Documents, shall be interpreted in accordance with their well-known meanings. § 1.9.4 In case of any inconsistency,conflict or ambiguity among the Contract Documents,the documents shall govern in the following order:(a)Change Orders and written modifications to this Agreement;(b)this Agreement;(c) drawings(large scale governing over small scale),specifications and addenda issued prior to the execution of this Agreement; (d)approved submittals; (e)information furnished by the Owner; (f)other documents listed in this Agreement.Among categories of documents having the same order of precedence,the term or provision that includes the latest date shall control.Information identified in one Contract Document and not identified in another shall not be considered a conflict or inconsistency. 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. Owner(or its Lender if applicable)shall prepare and record a correct Notice of Commencement in accordance with Chapter 713,Florida Statutes. Owner further agrees that the Notice of Commencement shall not be allowed to expire and,if necessary,Owner shall amend the Notice of Commencement to extend the expiration date to ensure that it remains in effect until such time as the Contractor shall have received all payments due under the Contract.Owner shall indemnify the Contractor for any damages Contractor shall suffer due to a lapsed or expired Notice of Commencement,including attorneys' fees and court costs incurred relating to a loss of priority by the Contractor. § 2.2 Evidence of the Owner's Financial Arrangements § 2.2.1 Prior to commencement of the Work and thereafter 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 and Contract Sum increased 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. AIA Document A2010—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA,"the AIA Logo,"A201,"and"AIA Contract Documents"are 12 registered trademarks and may not be used without permission.This document was produced by AIA software at 10:34:09 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. R User Notes: PC304� 0'89�f 478 Agenda Item #9. § 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, lenders,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. § 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 AIA Document A2010—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA,"the AIA Logo,"A201,"and"AIA Contract Documents"are 13 registered trademarks and may not be used without permission.This document was produced by AIA software at 10:34:09 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. PC�(�;�,p (l User Notes: 04370t9�f 478 Agenda Item #9. 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. (Paragraph deleted) § 3.2 Review of Contract Documents and Field Conditions by Contractor § 3.2.1 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site,become generally familiar with local conditions under which the Work is to be performed,and correlated personal observations with requirements of the Contract Documents. § 3.2.2 Before starting construction,the Contractor shall make a good faith effort to review the drawings and specifications and existing site conditions in order to identify potential problems impacting expeditious and economic construction.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. § 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 the Contractor as a request for information in such form as the Architect may require. The parties acknowledge that Contractor has no responsibility to prepare the plans and specifications,and that such design documents may be incomplete as of the date of this Contract. The Contract Time shall be extended and the Contract Sum shall be increased appropriately as a result of delays or increased costs resulting from errors,inconsistencies,lack of coordination,code errors or omissions in the design documents. § 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,unless the Contract Documents give other specific instructions concerning these matters or if Owner's Separate Contractors are responsible for performance of the Work. If the Contract Documents give specific instructions concerning construction means, methods,techniques,sequences,or procedures,the Contractor shall evaluate the jobsite safety thereof and,except as stated below, 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 not proceed with that portion of the Work without further written instructions from the Architect and/or Owner. If the Contractor is then instructed to AIA Document A2010—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA,"the AIA Logo,"A201,"and"AIA Contract Documents"are 14 registered trademarks and may not be used without permission.This document was produced by AIA software at 10:34:09 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. �(� User Notes: P� 04Y'0'89�f 478 Agenda Item #9. proceed with the required means,methods,techniques, sequences,or procedures without the Architect's and/or Owner's acceptance of alternatives proposed by the Contractor,the Architect and/or Owner shall be solely responsible for any loss or damage arising from those Architect and/or Owner required means,methods,techniques,sequences,or procedures. § 3.3.2 The Contractor shall be responsible to the Owner for acts and omissions of the Contractor's employees, Subcontractors and their agents and employees,and other persons or entities performing portions of the Work for,or on behalf of,the Contractor or any of its Subcontractors. § 3.3.3 The Contractor shall be responsible for inspection of portions of Work already performed to determine that such portions are in proper condition to receive subsequent Work. § 3.4 Labor and Materials § 3.4.1 Unless otherwise provided in the Contract Documents,the Contractor shall provide and pay for labor, materials,equipment,tools,construction equipment and machinery,water,heat,utilities,transportation,and other facilities and services necessary for proper execution and completion of the Work,whether temporary or permanent and whether or not incorporated or to be incorporated in the Work. § 3.4.2 Except in the case of minor changes in the Work approved by the Architect in accordance with Section 3.12.8 or ordered by the Architect in accordance with Section 7.4,the Contractor may make substitutions only with the consent of the Owner,after evaluation by the Architect and in accordance with a Change Order or Construction Change Directive. § 3.4.3 The Contractor shall enforce strict discipline and good order among the Contractor's employees and other persons carrying out the Work. The Contractor shall not permit employment of unfit persons or persons not properly skilled in tasks assigned to them. § 3.5 Warranty § 3.5.1 The Contractor warrants to the Owner and Architect that materials and equipment furnished under the Contract will be of good quality and new unless the Contract Documents require or permit otherwise. The Contractor further warrants that the Work will conform to the requirements of the Contract Documents and will be free from defects, except for those inherent in the quality of the Work the Contract Documents require or permit.Work,materials,or equipment not conforming to these requirements may be considered defective, subject to the terms of Section 12.2.2 hereof.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,excluding any permits and fees required for Work by Owner or it's separate Contractor's and subject to reimbursement by Owner or as otherwise agreed by the parties. § 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. AIA Document A2010—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA,"the AIA Logo,"A201,"and"AIA Contract Documents"are 15 registered trademarks and may not be used without permission.This document was produced by AIA software at 10:34:09 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. User Notes: Pc04� 19pf 478 Agenda Item #9. § 3.7.3 If the Contractor performs Work knowing it to be contrary to applicable laws,statutes,ordinances,codes,rules and regulations,or lawful orders of public authorities,the Contractor shall assume appropriate responsibility for such Work and shall bear the costs attributable to correction. § 3.7.4 Concealed or Unknown Conditions If the Contractor encounters conditions at the site that are(1)subsurface or otherwise concealed physical conditions that differ materially from those indicated in the Contract Documents or(2)unknown physical conditions of an unusual nature that differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract Documents,the Contractor shall promptly provide notice to the Owner and the Architect before conditions are disturbed and in no event later than 14 days after first observance of the conditions.The Architect will promptly investigate such conditions and,if the Architect determines that they differ materially and cause an increase or decrease in the Contractor's cost of,or time required for, performance of any part of the Work,will recommend that an equitable adjustment be made in the Contract Sum or Contract Time,or both.If the Architect determines that the conditions at the site are not materially different from those indicated in the Contract Documents and that no change in the terms of the Contract is justified,the Architect shall promptly notify the Owner and Contractor,stating the reasons.If either party disputes the Architect's determination or recommendation,that party may submit a Claim as provided in Article 15. § 3.7.5 If,in the course of the Work,the Contractor encounters human remains or recognizes the existence of burial markers,archaeological sites or wetlands not indicated in the Contract Documents,the Contractor shall immediately suspend any operations that would affect them and shall notify the Owner and Architect.Upon receipt of such notice, the Owner shall promptly take any action necessary to obtain governmental authorization required to resume the operations.The Contractor shall continue to suspend such operations until otherwise instructed by the Owner but shall continue with all other operations that do not affect those remains or features.Requests for adjustments in the Contract Sum and Contract Time arising from the existence of such remains or features may be made as provided in Article 15. § 3.8 Allowances § 3.8.1 If applicable,the Contractor shall include in the Contract Sum all allowances stated in the Contract Documents. Items covered by allowances shall be supplied for such amounts and by such persons or entities as the Owner may direct,but the Contractor shall not be required to employ persons or entities to whom the Contractor has reasonable objection. § 3.8.2 Unless otherwise provided in the Contract Documents, .1 allowances shall cover the cost to the Contractor of materials and equipment delivered at the site and all required taxes,less applicable trade discounts; .2 Contractor's costs for unloading and handling at the site,labor,installation costs,overhead,profit,and other expenses contemplated for stated allowance amounts shall be included in the Contract Sum but not in the allowances;and .3 whenever costs are more than or less than allowances,the Contract Sum shall be adjusted accordingly by Change Order.The amount of the Change Order shall reflect(1)the difference between actual costs and the allowances under Section 3.8.2.1 and(2)changes in Contractor's costs under Section 3.8.2.2. § 3.8.3 Materials and equipment under an allowance shall be selected by the Owner with reasonable promptness. § 3.9 Superintendent § 3.9.1 The Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance at the Project site during performance of the Work.Contractor's Representative,however,shall represent the Contractor, and communications given to the Contractor's Representative shall be as binding as if given to the Contractor. § 3.9.2 The Contractor,as soon as practicable after award of the Contract,shall notify the Owner and Architect of the name and qualifications of a proposed superintendent.Within 14 days of receipt of the information,the Architect may notify the Contractor, stating whether the Owner has reasonable objection to the proposed superintendent.Failure of the Owner to provide notice within the 14-day period shall constitute notice of no reasonable objection. § 3.9.3 The Contractor shall not employ a proposed project manager or superintendent to whom the Owner has made reasonable and timely objection. The Contractor shall not change the superintendent without notification to the Owner. AIA Document A2010—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA,"the AIA Logo,"A201,"and"AIA Contract Documents"are 16 registered trademarks and may not be used without permission.This document was produced by AIA software at 10:34:09 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. Pc User Notes: 04� 9pf 478 Agenda Item #9. § 3.10 Contractor's Construction and Submittal Schedules § 3.10.1 The Contractor,promptly after being awarded the Contract,shall submit for the Owner's and Architect's information a Contractor's construction schedule for the Work.The schedule shall contain detail appropriate for the Project,including(1)the date of commencement of the Work,interim schedule milestone dates,and the date of Substantial Completion; (2)an apportionment of the Work by construction activity; and(3)the time required for completion of each portion of the Work.The schedule shall provide for the orderly progression of the Work to completion and shall not exceed time limits current under the Contract Documents. The schedule shall be revised at appropriate intervals as required by the conditions of the Work and Project which may be done in Contractor's discretion and without notice provided that the schedule does not exceed time limits current under the Contract Documents. § 3.10.2 The Contractor,promptly after being awarded the Contract and thereafter as necessary to maintain a current submittal schedule, shall submit a submittal schedule for the Architect's approval. The Architect's approval shall not be unreasonably delayed or withheld. The submittal schedule shall(1)be coordinated with the Contractor's construction schedule,and(2)allow the Architect reasonable time to review submittals. If the Contractor fails to submit a submittal schedule,or fails to provide submittals in accordance with the approved submittal schedule,the Contractor shall not be entitled to any increase in Contract Sum or extension of Contract Time based on the time required for review of submittals. § 3.10.3 The Contractor shall perform the Work in general accordance with the most recent schedules submitted to the Owner and Architect. § 3.11 Documents and Samples at the Site The Contractor shall make available,at the Project site,the Contract Documents,including Change Orders, Construction Change Directives,and other Modifications,in good order and marked currently to indicate field changes and selections made during construction,and the approved Shop Drawings,Product Data, Samples,and similar required submittals.These shall be in electronic form or paper copy,available to the Architect and Owner,and delivered to the Architect for submittal to the Owner upon completion of the Work as a record of the Work as constructed. § 3.12 Shop Drawings, Product Data and Samples § 3.12.1 Shop Drawings are drawings,diagrams,schedules,and other data specially prepared for the Work by the Contractor or a Subcontractor, Sub-subcontractor,manufacturer,supplier,or distributor to illustrate some portion of the Work. § 3.12.2 Product Data are illustrations,standard schedules,performance charts,instructions,brochures,diagrams,and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work. § 3.12.3 Samples are physical examples that illustrate materials,equipment,or workmanship,and establish standards by which the Work will be judged. § 3.12.4 Shop Drawings,Product Data, Samples,and similar submittals are not Contract Documents.Their purpose is to demonstrate how the Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents for those portions of the Work for which the Contract Documents require submittals.Review 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 AIA Document A2010—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA,"the AIA Logo,"A201,"and"AIA Contract Documents"are 17 registered trademarks and may not be used without permission.This document was produced by AIA software at 10:34:09 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. User Notes: PC 048" 478 Agenda Item #9. 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. 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,which shall be agreed to in writing by Contractor and Owner, the Owner and the Architect will specify all performance and design criteria that such services must satisfy.The Contractor shall be entitled to rely upon the adequacy and accuracy of the performance and design criteria provided in the Contract Documents.The Contractor shall cause such services or certifications to be provided by an appropriately licensed design professional,whose signature and seal shall appear on all drawings,calculations,specifications, certifications, Shop Drawings, and other submittals prepared by such professional. Shop Drawings,and other submittals related to the Work,designed or certified by such professional,if prepared by others,shall bear such professional's written approval when submitted to the Architect.The Owner and the Architect shall be entitled to rely upon the adequacy and accuracy of the services,certifications,and approvals performed or provided by such design professionals,provided the Owner and Architect have specified to the Contractor the performance and design criteria that such services must satisfy.Pursuant to this Section 3.12.10,the Architect will review and approve or take other appropriate action on submittals only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. (Paragraph deleted) § 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. AIA Document A2010—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA,"the AIA Logo,"A201,"and"AIA Contract Documents"are 18 registered trademarks and may not be used without permission.This document was produced by AIA software at 10:34:09 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. PC �d User Notes: 04�Y089�f 478 Agenda Item #9. § 3.15 Cleaning Up § 3.15.1 The Contractor shall keep the premises and surrounding area free from accumulation of waste materials and rubbish caused by operations under the Contract.At completion of the Work,the Contractor shall remove waste materials,rubbish,the Contractor's tools,construction equipment,machinery,and surplus materials from and about the Project. § 3.15.2 If the Contractor fails to clean up as provided in the Contract Documents,the Owner may do so and the Owner shall be entitled to reimbursement from the Contractor. § 3.16 Access to Work The Contractor shall provide the Owner and Architect with access to the Work in preparation and progress wherever located. § 3.17 Royalties, Patents and Copyrights The Contractor shall pay all royalties and license fees.The Contractor shall defend suits or claims for infringement of copyrights and patent rights and shall hold the Owner and Architect harmless from loss on account thereof,but shall not be responsible for defense or loss when a particular design,process,or product of a particular manufacturer or manufacturers is required by the Contract Documents, or where the copyright violations are contained in Drawings, Specifications,or other documents prepared by the Owner or Architect.However,if an infringement of a copyright or patent is discovered by,or made known to,the Contractor,the Contractor shall be responsible for the loss unless the information is promptly furnished to the Architect. § 3.18 Indemnification § 3.18.1 To the fullest extent permitted by law,the Contractor shall indemnify and hold harmless the Owner and Owner's employees 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. Such indemnification shall not include claims of,or damages resulting from the negligent acts or omissions of the Owner or its officers, directors, separate contractors, agents or employees,or for statutory violation or punitive damages. The parties mutually acknowledge that the amount of indemnity provided for herein is equal to the limits of aggregate insurance provided under this Agreement or$1 million,whichever is greater,which bears a reasonable relationship to the risk undertaken by the parties and is hereby incorporated into the bid documents or specifications,and that the requirements of§725.06,Fla. Stat. apply to this section. 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 be limited to the limits of aggregate insurance provided under this Agreement or$1 million,whichever is greater,which bears a reasonable relationship to the risk undertaken by the parties and is hereby incorporated into the bid documents or specifications,and that the requirements of§725.06,Fla. Stat. apply to this section. The obligations of the Contractor under this Paragraph 3.18 shall not extend to the liability of the Architect/Engineer,the Architect/Engineer's consultants,and agents and employees of any of them arising out of(1)the preparation or approval of maps,drawings,opinions,reports, surveys, Change Orders,designs or specifications,or(2)the giving of or the failure to give directions or instructions by the Architect/Engineer, Architect/Engineer's consultants,and agents and employees of any of them provided such giving or failure to give is the primary cause of the injury or damage. 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. AIA Document A2010—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA,"the AIA Logo,"A201,"and"AIA Contract Documents"are 19 registered trademarks and may not be used without permission.This document was produced by AIA software at 10:34:09 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. User Notes: PC 048"e 478 Agenda Item #9. § 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. In the event the Architect does not have contract administration duties,or the Architect does not timely comply with his/her duties under the Contract Documents as amended,then Contractor shall be relieved of complying with any notice or conditions requiring the review,input,or certifications required by Architect. § 4.2.2 The Architect will visit the site at intervals appropriate to the stage of construction,or as otherwise agreed with the Owner,to become generally familiar with the progress and quality of the portion of the Work completed,and to determine in general if the Work observed is being performed in a manner indicating that the Work,when fully completed,will be in accordance with the Contract Documents.However,the Architect will not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work.The Architect will not have control over,charge of,or responsibility for the construction means,methods,techniques,sequences or procedures,or for the safety precautions and programs in connection with the Work,since these are solely the Contractor's rights and responsibilities under the Contract Documents. § 4.2.3 On the basis of the site visits,the Architect will keep the Owner reasonably informed about the progress and quality of the portion of the Work completed,and promptly report to the Owner(1)known deviations from the Contract Documents,(2)known deviations from the most recent construction schedule submitted by the Contractor, and(3)defects and deficiencies observed in the Work. The Architect will not be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. The Architect will not have control over or charge of,and will not be responsible for acts or omissions of,the Contractor, Subcontractors,or their agents or employees,or any other persons or entities performing portions of the Work. § 4.2.4 Communications The Owner and Contractor shall include the Architect in all communications that relate to or affect the Architect's services or professional responsibilities. The Owner shall promptly notify the Architect of the substance of any direct communications between the Owner and the Contractor otherwise relating to the Project. Communications by and with the Architect's consultants shall be through the Architect. Communications by and with Subcontractors and suppliers shall be through the Contractor. Communications by and with Separate Contractors shall be through the Owner. The Contract Documents may specify other communication protocols. § 4.2.5 Based on the Architect's evaluations of the Contractor's Applications for Payment,the Architect will review and certify the amounts due the Contractor and will issue Certificates for Payment in such amounts. § 4.2.6 The Architect has authority to reject Work that does not conform to the Contract Documents.Whenever the Architect considers it necessary or advisable,the Architect will have authority to require inspection or testing of the Work in accordance with Sections 13.4.2 and 13.4.3,whether or not the Work is fabricated,installed or completed. However,neither this authority of the Architect nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of the Architect to the Contractor, Subcontractors, suppliers, their agents or employees,or other persons or entities performing portions of the Work. § 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 AIA Document A2010—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA,"the AIA Logo,"A201,"and"AIA Contract Documents"are 20 registered trademarks and may not be used without permission.This document was produced by AIA software at 10:34:09 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. Pc User Notes: 04� 9pf 478 Agenda Item #9. 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 technical,architectural or engineering performance under,and requirements of,the Contract Documents on written request of either the Owner or Contractor. The Architect's response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. § 4.2.12 Interpretations and decisions of the Architect will be consistent with the intent of,and reasonably inferable from,the Contract Documents and will be in writing or in the form of drawings.When making such interpretations and decisions,the Architect will endeavor to secure faithful performance by both Owner and Contractor,will not show partiality to either,and will not be liable for results of interpretations or decisions rendered in good faith. § 4.2.13 The Architect's decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in the Contract Documents. § 4.2.14 The Architect will review and respond to requests for information about the Contract Documents. The Architect's response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness.If appropriate,the Architect will prepare and issue supplemental Drawings and Specifications in response to the requests for information. ARTICLE 5 SUBCONTRACTORS § 5.1 Definitions § 5.1.1 A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the Work at the site. The term"Subcontractor"is referred to throughout the Contract Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcontractor. The term"Subcontractor" does not include a Separate Contractor or the subcontractors of a Separate Contractor. § 5.1.2 A Sub-subcontractor is a person or entity who has a direct or indirect contract with a Subcontractor to perform a portion of the Work at the site.The term"Sub-subcontractor"is referred to throughout the Contract Documents as if singular in number and means a Sub-subcontractor or an authorized representative of the Sub-subcontractor. § 5.2 Award of Subcontracts and Other Contracts for Portions of the Work § 5.2.1 Unless otherwise stated in the Contract Documents,the Contractor,as soon as practicable after award of the Contract, shall notify the Owner and Architect of the persons or entities proposed for each principal portion of the Work,including those who are to furnish materials or equipment fabricated to a special design.Within 7 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 7-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. AIA Document A2010—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA,"the AIA Logo,"A201,"and"AIA Contract Documents"are 21 registered trademarks and may not be used without permission.This document was produced by AIA software at 10:34:09 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. �7 User Notes: Pc04Y'0`89�f 478 Agenda Item #9. § 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. § 5.2.4 The Contractor shall not substitute a Subcontractor,person,or entity for one previously selected if the Owner or Architect makes reasonable objection to such substitution. § 5.3 Subcontractual Relations By appropriate written agreement,the Contractor shall require each Subcontractor,to the extent of the Work to be performed by the Subcontractor,to be bound to the Contractor by terms of the Contract Documents,and to assume toward the Contractor all the obligations and responsibilities,including the responsibility for safety of the Subcontractor's Work that the Contractor,by these Contract Documents,assumes toward the Owner and Architect. Each subcontract agreement shall preserve and protect the rights of the Owner and Architect under the Contract Documents with respect to the Work to be performed by the Subcontractor so that subcontracting thereof will not prejudice such rights,and shall allow to the Subcontractor,unless specifically provided otherwise in the subcontract agreement,the benefit of all rights,remedies,and redress against the Contractor that the Contractor,by the Contract Documents,has against the Owner.Where appropriate,the Contractor shall require each Subcontractor to enter into similar agreements with Sub-subcontractors. The Contractor shall make available to each proposed Subcontractor, prior to the execution of the subcontract agreement,copies of the Contract Documents to which the Subcontractor will be bound, and,upon written request of the Subcontractor,identify to the Subcontractor terms and conditions of the proposed subcontract agreement that may be at variance with the Contract Documents. Subcontractors will similarly make copies of applicable portions of such documents available to their respective proposed Sub-subcontractors. § 5.4 Contingent Assignment of Subcontracts § 5.4.1 Each subcontract agreement for a portion of the Work is assigned by the Contractor to the Owner,provided that .1 assignment is effective only after termination of the Contract by the Owner for cause pursuant to Section 14.2 and only for those subcontract agreements that the Owner accepts by notifying the Subcontractor and Contractor;and .2 assignment is subject to the prior rights of the surety,if any,obligated under bond relating to the Contract. When the Owner accepts the assignment of a subcontract agreement,the Owner assumes the Contractor's rights and obligations under the subcontract. § 5.4.2 Upon such assignment,if the Work has been suspended for more than 30 days,the Subcontractor's compensation shall be equitably adjusted for increases in cost resulting from the suspension. § 5.4.3 Upon assignment to the Owner under this Section 5.4,the Owner may further assign the subcontract to a successor contractor or other entity.If the Owner assigns the subcontract to a successor contractor or other entity,the Owner shall nevertheless remain legally responsible for all of the successor contractor's obligations under the subcontract. § 5.4.4 Upon termination of Contractor and/or assignment of a subcontract agreement,Contractor shall be relieved from any liability for work performed or expense incurred after the effective date of the assignment or termination. 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.If the Contractor claims that delay or additional cost is involved because of such action by the Owner,the Contractor shall make such Claim as provided in Article 15. AIA Document A2010—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA,"the AIA Logo,"A201,"and"AIA Contract Documents"are 22 registered trademarks and may not be used without permission.This document was produced by AIA software at 10:34:09 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. �R User Notes: Pc04Y�'89�f 478 Agenda Item #9. § 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. Owner shall be responsible for the acts and omissions of its Separate Contractors, employees, representatives,and any other persons or entities performing portions of the Work for or on behalf of the Owner or its Separate Contractors and not under the control of Contractor. Contractor shall not be liable for any delays caused by Owner's Separate Contractors. § 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 patent 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 not 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 and Contractor shall not be liable if it fails to discover or identify any such apparent discrepancies or defects. The Contractor shall not be responsible for discrepancies or defects in the construction or operations by the Owner or Separate Contractor that are not patent. § 6.2.3 The Contractor shall reimburse the Owner for costs the Owner incurs that are payable to a Separate Contractor because of the Contractor's delays,improperly timed activities or defective construction. The Owner shall be responsible to the Contractor for costs the Contractor incurs because of a Separate Contractor's delays,improperly timed activities,damage to the Work or defective construction. § 6.2.4 The Contractor shall promptly remedy damage that the Contractor wrongfully causes to completed or partially completed construction or to property of the Owner or Separate Contractor as provided in Section 10.2.5. § 6.2.5 The Owner and each Separate Contractor shall have the same responsibilities for cutting and patching as are described for the Contractor in Section 3.14. § 6.3 Owner's Right to Clean Up If a dispute arises among the Contractor, Separate Contractors,and the Owner as to the responsibility under their respective contracts for maintaining the premises and surrounding area free from waste materials and rubbish,the Owner may clean up and the Architect will allocate the cost among those responsible. ARTICLE 7 CHANGES IN THE WORK § 7.1 General § 7.1.1 Changes in the Work may be accomplished after execution of the Contract,and without invalidating the Contract,by Change Order,Construction Change Directive or order for a minor change in the Work, subject to the limitations stated in this Article 7 and elsewhere in the Contract Documents. AIA Document A2010—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA,"the AIA Logo,"A201,"and"AIA Contract Documents"are 23 registered trademarks and may not be used without permission.This document was produced by AIA software at 10:34:09 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. ��,p User Notes: PC�( 04��(�Y0�9�f 478 Agenda Item #9. § 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 or Contractor 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.Notwithstanding anything contained in the Contract Documents to the contrary,the Parties agree that a Construction Change Directive shall only be used for a change in the Work that does not exceed a value of$5,000.00, as reasonably determined by the mutual agreement of Owner and Contractor,and Contractor shall not be obligated to perform the work directed in any Construction Change Directive above such amount.The Owner may by Construction Change Directive,without invalidating the Contract,order changes in the Work within the general scope of the Contract consisting of additions, deletions,or other revisions,the Contract Sum and Contract Time being adjusted accordingly. § 7.3.2 A Construction Change Directive shall be used in the absence of total agreement on the terms of a Change Order. § 7.3.3 If the Construction Change Directive provides for an adjustment to the Contract Sum,the adjustment shall be based on one of the following methods: .1 Mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to permit evaluation; .2 Unit prices stated in the Contract Documents or subsequently agreed upon; .3 Cost to be determined in a manner agreed upon by the parties and a mutually acceptable fixed or percentage fee; or .4 As provided in Section 7.3.4. § 7.3.4 If the Contractor does not respond promptly or disagrees with the method for adjustment in the Contract Sum, the Architect shall determine the adjustment on the basis of reasonable expenditures and savings of those performing the Work attributable to the change,including,in case of an increase in the Contract Sum,an amount for overhead and profit as set forth in the Agreement,or if no such amount is set forth in the Agreement,a reasonable amount.In such case,and also under Section 7.3.3.3,the Contractor shall keep and present,in such form as the Architect may prescribe,an itemized accounting together with appropriate supporting data.Unless otherwise provided in the Contract Documents,costs for the purposes of this Section 7.3.4 shall be limited to the following: .1 Costs of labor,including applicable payroll taxes,fringe benefits required by agreement or custom, workers' compensation insurance,and other employee costs approved by the Architect; .2 Costs of materials, supplies,and equipment,including cost of transportation,whether incorporated or consumed; .3 Rental costs of machinery and equipment,exclusive of hand tools,whether rented from the Contractor or others; .4 Costs of premiums for all bonds and insurance,permit fees,and sales,use,or similar taxes,directly related to the change; and .5 Costs of supervision and field office personnel directly attributable to the change. § 7.3.5 If the Contractor disagrees with the adjustment in the Contract Time,the Contractor may make a Claim in accordance with applicable provisions of Article 15. AIA Document A2010—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA,"the AIA Logo,"A201,"and"AIA Contract Documents"are 24 registered trademarks and may not be used without permission.This document was produced by AIA software at 10:34:09 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. �(� User Notes: P� 04Y'0'89�f 478 Agenda Item #9. § 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,which shall be mutually agreed upon by Owner,Contractor and Architect.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. 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 established in§9.8.1. § 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. § 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,subject to adjustment as set forth in the Contract Documents. AIA Document A2010—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA,"the AIA Logo,"A201,"and"AIA Contract Documents"are 25 registered trademarks and may not be used without permission.This document was produced by AIA software at 10:34:09 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. Pc User Notes: 04��19pf 478 Agenda Item #9. § 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,including,but not limited to Owner's or Architect's failure to make timely decisions regarding the Project(e.g.,decisions regarding design or change orders for the Project); (2)by changes ordered in the Work;(3)by labor disputes,force maj eure events,epidemics or pandemics(including,but not limited to,COVID-19),acts of God,governmental orders/requirements or state of emergency,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,Contractor shall not be liable for any delay or damages associated with the items discussed herein,including,but not limited to,liquidated damages,and Contractor shall be entitled to an equitable adjustment in the Contract Time,extended General Conditions expended by the Contractor and increased costs reasonably incurred by the Contractor during any agreed upon extensions of the Contract time. § 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 or Owner 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 or Owner and supported by such data to substantiate its accuracy as the Architect or Owner may require,and unless objected to by the Architect or Owner,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 as required in the Contract Documents, such as copies of requisitions,and releases and waivers of liens from first tier Subcontractors and suppliers,and shall reflect retainage if provided for in the Contract Documents. § 9.3.1.1 As provided in Section 7.3.9,such applications may include requests for payment on account of changes in the Work that have been properly authorized by Construction Change Directives,or by interim determinations of the Architect,but not yet included in Change Orders. § 9.3.1.2 Applications for Payment shall not include requests for payment for portions of the Work for which the Contractor does not intend to pay a Subcontractor or supplier,unless such Work has been performed by others whom the Contractor intends to pay. §9.3.1.3 Notwithstanding anything contained herein to the contrary,with each interim Application for Payment,the Contractor and all Subcontractors that performed Work for which payment is sought in the Application for Payment AIA Document A2010—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA,"the AIA Logo,"A201,"and"AIA Contract Documents"are 26 registered trademarks and may not be used without permission.This document was produced by AIA software at 10:34:09 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. PC 30 User Notes: 4� S9pf 478 Agenda Item #9. shall submit a waiver and release of lien upon progress payment.Waivers and releases of lien shall not be required from Subcontractors for which payment is not sought in the Application for Payment. § 9.3.2 Unless otherwise provided in the Contract Documents,payments shall be made on account of materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance by the Owner,payment may similarly be made for materials and equipment suitably stored off the site at a location agreed upon in writing.Payment for materials and equipment stored on or off the site shall be conditioned upon compliance by the Contractor with procedures satisfactory to the Owner to establish the Owner's title to such materials and equipment or otherwise protect the Owner's interest,and shall include the costs of applicable insurance, storage, and transportation to the site,for such materials and equipment stored off the site. § 9.3.3 The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner no later than the time of payment.The Contractor further warrants that upon submittal of an Application for Payment all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall,to the best of the Contractor's knowledge,information,and belief,be free and clear of liens,claims,security interests,or encumbrances,in favor of the Contractor, Subcontractors,suppliers,or other persons or entities that provided labor, materials,and equipment relating to the Work. § 9.4 Certificates for Payment § 9.4.1 The Architect will,within seven days after receipt of the Contractor's Application for Payment,either(1)issue to the Owner a Certificate for Payment in the full amount of the Application for Payment,with a copy to the Contractor;or(2)issue to the Owner a Certificate for Payment for such amount as the Architect determines is properly due,and notify the Contractor and Owner of the Architect's reasons for withholding certification in part as provided in Section 9.5.1;or(3)withhold certification of the entire Application for Payment,and notify the Contractor and Owner of the Architect's reason for withholding certification in whole as provided in Section 9.5.1. § 9.4.2 The issuance of a Certificate for Payment will constitute a representation by the Architect to the Owner,based on the Architect's evaluation of the Work and the data in the Application for Payment,that,to the best of the Architect's knowledge,information,and belief,the Work has progressed to the point indicated,the quality of the Work is in accordance with the Contract Documents,and that the Contractor is entitled to payment in the amount certified. The foregoing representations are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion,to results of subsequent tests and inspections,to correction of minor deviations from the Contract Documents prior to completion,and to specific qualifications expressed by the Architect. However,the issuance of a Certificate for Payment will not be a representation that the Architect has(1)made exhaustive or continuous on-site inspections to check the quality or quantity of the Work; (2)reviewed construction means,methods,techniques,sequences,or procedures; (3)reviewed copies of requisitions received from Subcontractors and suppliers and other data requested by the Owner to substantiate the Contractor's right to payment; or(4)made examination to ascertain how or for what purpose the Contractor has used money previously paid on account of the Contract Sum. § 9.5 Decisions to Withhold Certification § 9.5.1 The Architect may withhold a Certificate for Payment in whole or in part,to the extent reasonably necessary to protect the Owner,if in the Architect's opinion the representations to the Owner required by Section 9.4.2 cannot be made. If the Architect is unable to certify payment in the amount of the Application,the Architect will notify the Contractor and Owner as provided in Section 9.4.1.If the Contractor and Architect cannot agree on a revised amount, the Architect will promptly issue a Certificate for Payment for the amount for which the Architect is able to make such representations to the Owner.The Architect may also withhold a Certificate for Payment or,because of subsequently discovered evidence,may nullify the whole or a part of a Certificate for Payment previously issued,to such extent as may be necessary in the Architect's opinion to protect the Owner from loss for which the Contractor is responsible, including loss resulting from acts and omissions described in Section 3.3.2,because of .1 defective Work not remedied; .2 third party claims filed or reasonable evidence indicating probable filing of such claims,unless security acceptable to the Owner is provided by the Contractor; .3 failure of the Contractor to make payments properly to Subcontractors or suppliers for labor,materials or equipment; .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; AIA Document A2010—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA,"the AIA Logo,"A201,"and"AIA Contract Documents"are 27 registered trademarks and may not be used without permission.This document was produced by AIA software at 10:34:09 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. Pc User Notes: 04� 9pf 478 Agenda Item #9. .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,after Contractor fails to furnish written evidence in accordance with Section 9.6.4,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. (Paragraph deleted) § 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 AIA Document A2010—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA,"the AIA Logo,"A201,"and"AIA Contract Documents"are 28 registered trademarks and may not be used without permission.This document was produced by AIA software at 10:34:09 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. �d User Notes: Pc04Y'089�f 478 Agenda Item #9. 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. § 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 AIA Document A2010—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA,"the AIA Logo,"A201,"and"AIA Contract Documents"are 29 registered trademarks and may not be used without permission.This document was produced by AIA software at 10:34:09 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. Pc User Notes: 04� 9pf 478 Agenda Item #9. 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 or will be promptly made upon receipt of final payment from Owner, (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 as required in the Contract Documents,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 from first tier Subcontractors and suppliers(conditional releases and waivers to be initially provided and unconditional waivers provided upon receipt of final payment), claims, security interests,or encumbrances arising out of the Contract,to the extent and in such form as may be designated by the Owner or by law.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 reasonable payments that the Owner has made 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 payment related claims by that payee except those previously made in writing and identified by that payee as unsettled at the time of final Application for Payment. ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY § 10.1 Safety Precautions and Programs The Contractor shall be responsible for initiating,maintaining,and supervising all safety precautions and programs in connection with the performance of the Contract. § 10.2 Safety of Persons and Property § 10.2.1 The Contractor shall take reasonable precautions for safety of,and shall provide reasonable protection to prevent damage,injury,or loss to .1 employees on the Work and other persons who may be affected thereby; .2 the Work and materials and equipment to be incorporated therein,whether in storage on or off the site, under care,custody,or control of the Contractor,a Subcontractor, or a Sub-subcontractor; and .3 other property at the site or adjacent thereto,such as trees,shrubs,lawns,walks,pavements,roadways, structures,and utilities not designated for removal,relocation,or replacement in the course of construction. AIA Document A2010—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA,"the AIA Logo,"A201,"and"AIA Contract Documents"are 30 registered trademarks and may not be used without permission.This document was produced by AIA software at 10:34:09 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. Pc User Notes: 04� 9pf 478 Agenda Item #9. § 10.2.2 The Contractor shall comply with,and give notices required by applicable laws, statutes,ordinances,codes, rules and regulations,and lawful orders of public authorities,bearing on safety of persons or property or their protection from damage,injury,or loss. § 10.2.3 The Contractor shall implement,erect,and maintain,as required by existing conditions and performance of the Contract,reasonable safeguards for safety and protection,including posting danger signs and other warnings against hazards;promulgating safety regulations; and notifying the owners and users of adjacent sites and utilities of the safeguards. § 10.2.4 When use or storage of explosives or other hazardous materials or equipment,or unusual methods are necessary for execution of the Work,the Contractor shall exercise utmost care and carry on such activities under supervision of properly qualified personnel. § 10.2.5 The Contractor shall promptly remedy damage and loss(other than damage or loss insured under property insurance required by the Contract Documents)to property referred to in Sections 10.2.1.2 and 10.2.1.3 caused in whole or in part by the Contractor,a Subcontractor,a Sub-subcontractor,or anyone directly or indirectly employed by any of them,or by anyone for whose acts they may be liable and for which the Contractor is responsible under Sections 10.2.1.2 and 10.2.1.3. The Contractor may make a Claim for the cost to remedy the damage or loss to the extent such damage or loss is attributable to acts or omissions of the Owner or Architect or anyone directly or indirectly employed by either of them,or by anyone for whose acts either of them may be liable,and not attributable to the fault or negligence of the Contractor. The foregoing obligations of the Contractor are in addition to the Contractor's obligations under Section 3.18. § 10.2.6 The Contractor shall designate a responsible member of the Contractor's organization at the site whose duty shall be the prevention of accidents.This person shall be the Contractor's superintendent unless otherwise designated by the Contractor in writing to the Owner and Architect. § 10.2.7 The Contractor shall not permit any part of the construction or site to be loaded so as to cause damage or create an unsafe condition. § 10.2.8 Injury or Damage to Person or Property If either party suffers injury or damage to person or property because of an act or omission of the other party,or of others for whose acts such party is legally responsible,notice of the injury or damage,whether or not insured,shall be given to the other party within a reasonable time not exceeding 21 days after discovery.The notice shall provide sufficient detail to enable the other party to investigate the matter. § 10.3 Hazardous Materials and Substances § 10.3.1 Except for unforeseen or unknown site conditions,the Contractor is responsible for compliance with any requirements included in the Contract Documents regarding hazardous materials or substances.If the Contractor encounters a hazardous material or substance not addressed in the Contract Documents and if reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance, including but not limited to asbestos or polychlorinated biphenyl(PCB),encountered on the site by the Contractor,the Contractor shall,upon recognizing the condition,immediately stop Work in the affected area and notify the Owner and Architect of the condition. § 10.3.2 Upon receipt of the Contractor's notice,the Owner shall obtain the services of a licensed laboratory to verify the presence or absence of the material or substance reported by the Contractor and,in the event such material or substance is found to be present,to cause it to be rendered harmless.Unless otherwise required by the Contract Documents,the Owner shall furnish in writing to the Contractor and Architect the names and qualifications of persons or entities who are to perform tests verifying the presence or absence of the material or substance or who are to perform the task of removal or safe containment of the material or substance.The Contractor and the Architect will promptly reply to the Owner in writing stating whether or not either has reasonable objection to the persons or entities proposed by the Owner.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 AIA Document A2010—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA,"the AIA Logo,"A201,"and"AIA Contract Documents"are 31 registered trademarks and may not be used without permission.This document was produced by AIA software at 10:34:09 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. User Notes: Pc04��7Y�89�f 478 Agenda Item #9. 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 defend,indemnify and hold harmless the Contractor, Subcontractors,Architect,Architect's consultants,and agents and employees of any of them from and against claims, damages,losses,and expenses,including but not limited to attorneys' fees,arising out of or resulting from performance of the Work in the affected area if in fact the material or substance presents the risk of bodily injury or death as described in Section 10.3.1 and has not been rendered harmless,provided that such claim,damage,loss,or expense is attributable to bodily injury,sickness,disease or death,or to injury to or destruction of tangible property (other than the Work itself),except to the extent that such damage,loss,or expense is due to the fault or negligence of the party seeking indemnity. § 10.3.4 The Owner shall not be responsible under this Section 10.3 for hazardous materials or substances the Contractor brings to the site unless such materials or substances are required by the Contract Documents. The Owner shall be responsible for hazardous materials or substances required by the Contract Documents,except to the extent of the Contractor's fault or negligence in the use and handling of such materials or substances.Nothing in this paragraph shall be construed to make the Contractor responsible for pre-existing hazardous materials found to be existing on the site. § 10.3.5 The Contractor shall reimburse the Owner for the cost and expense the Owner incurs(1)for remediation of hazardous materials or substances the Contractor brings to the site 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 If applicable,the Contractor shall provide surety bonds of the types,for such penal sums,and subject to such terms and conditions as required by the Contract Documents.The Contractor shall purchase and maintain the required bonds from a company or companies lawfully authorized to issue surety bonds in the jurisdiction where the Project is located. § 11.1.3 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising under the Contract,the Contractor shall promptly furnish a copy of the bonds or shall authorize a copy to be furnished. § 11.1.4 Notice of Cancellation or Expiration of Contractor's Required Insurance.Within three(3)business days of the date the Contractor becomes aware of an impending or actual cancellation or expiration of any insurance required by the Contract Documents,the Contractor shall provide notice to the Owner of such impending or actual cancellation or expiration.Upon receipt of notice from the Contractor,the Owner shall,unless the lapse in coverage arises from an act or omission of the Owner,have the right to stop the Work until the lapse in coverage has been cured by the AIA Document A2010—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA,"the AIA Logo,"A201,"and"AIA Contract Documents"are 32 registered trademarks and may not be used without permission.This document was produced by AIA software at 10:34:09 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. �R User Notes: Pc04Y'0'89�f 478 Agenda Item #9. 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 Proj ect,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 AIA Document A2010—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA,"the AIA Logo,"A201,"and"AIA Contract Documents"are 33 registered trademarks and may not be used without permission.This document was produced by AIA software at 10:34:09 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. User Notes: PC304��(�Y�9�f 478 Agenda Item #9. The Owner,at the Owner's option,may purchase and maintain insurance that will protect the Owner against loss of use of the Owner's property,or the inability to conduct normal operations,due to fire or other causes of loss.The Owner waives all rights of action against the Contractor and Architect for loss of use of the Owner's property,due to fire or other hazards however caused. §11.5 Adjustment and Settlement of Insured Loss § 11.5.1 A loss insured under the property insurance required by the Agreement shall be adjusted by the Owner as fiduciary and made payable to the Owner as fiduciary for the insureds,as their interests may appear,subject to requirements of any applicable mortgagee clause and of Section 11.5.2.The Owner shall pay the Architect and Contractor their just shares of insurance proceeds received by the Owner,and by appropriate agreements the Architect and Contractor shall make payments to their consultants and Subcontractors in similar manner. § 11.5.2 Prior to settlement of an insured loss,the Owner shall notify the Contractor of the terms of the proposed settlement as well as the proposed allocation of the insurance proceeds.The Contractor shall have 14 days from receipt of notice to object to the proposed settlement or allocation of the proceeds. If the Contractor does not object,the Owner shall settle the loss and the Contractor shall be bound by the settlement and allocation.Upon receipt,the Owner shall deposit the insurance proceeds in a separate account and make the appropriate distributions.Thereafter,if no other agreement is made or the Owner does not terminate the Contract for convenience,the Owner and Contractor shall execute a Change Order for reconstruction of the damaged or destroyed Work in the amount allocated for that purpose. If the Contractor timely objects to either the terms of the proposed settlement or the allocation of the proceeds,the Owner may proceed to settle the insured loss,and any dispute between the Owner and Contractor arising out of the settlement or allocation of the proceeds shall be resolved pursuant to Article 15.Pending resolution of any dispute,the Owner may issue a Construction Change Directive for the reconstruction of the damaged or destroyed Work. ARTICLE 12 UNCOVERING AND CORRECTION OF WORK § 12.1 Uncovering of Work § 12.1.1 If a portion of the Work is covered contrary to the Architect's request or to requirements specifically expressed in the Contract Documents,it must,if requested in writing by the Architect,be uncovered for the Architect's examination and be replaced at the Contractor's expense without change in the Contract Time. § 12.1.2 If a portion of the Work has been covered that the Architect has not specifically requested to examine prior to its being covered,the Architect may request to see such Work and it shall be uncovered by the Contractor. If such Work is in accordance with the Contract Documents,the Contractor shall be entitled to an equitable adjustment to the Contract Sum and Contract Time as may be appropriate.If such Work is not in accordance with the Contract Documents,the costs of uncovering the Work,and the cost of correction,shall be at the Contractor's expense unless the condition was caused by the Owner or a Separate Contractor,in which event the Owner shall be responsible for payment of such costs. § 12.2 Correction of Work § 12.2.1 Before Substantial Completion The Contractor shall promptly correct Work rejected by the Architect or failing to conform to the requirements of the Contract Documents,discovered before Substantial Completion and whether or not fabricated,installed or completed. Costs of correcting such rejected Work,including additional testing and inspections,the cost of uncovering and replacement,and compensation for the Architect's services and expenses made necessary thereby, shall be at the Contractor's expense.Notwithstanding anything contained herein to the contrary,the Owner shall prepare and provide to Contractor a single punch list within ten(10)days from the date Architect issues the Certificate of Substantial Completion. § 12.2.2 After Substantial Completion § 12.2.2.1 In addition to the Contractor's obligations under Section 3.5,if,within one year after the date of Substantial Completion of the Work or designated portion thereof or after the date for commencement of warranties established under Section 9.9.1,or by terms of any applicable special warranty required by the Contract Documents, any of the Work is found to be not in accordance with the requirements of the Contract Documents,the Contractor shall correct it promptly after receipt of notice from the Owner to do so,unless the Owner has previously given the Contractor a written acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition. During the one-year period for correction of Work,if the Owner fails to notify the Contractor and give the Contractor AIA Document A2010—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA,"the AIA Logo,"A201,"and"AIA Contract Documents"are 34 registered trademarks and may not be used without permission.This document was produced by AIA software at 10:34:09 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. 7 User Notes: Pc04�7,�9�f 478 Agenda Item #9. an opportunity to make the correction,the Owner waives the rights to require correction by the Contractor and to make a claim for breach of warranty.If the Contractor fails to correct nonconforming Work within a reasonable time during that period after receipt of notice from the Owner or Architect,the Owner may correct it in accordance with Section 2.5. § 12.2.2.2 The one-year period for correction of Work shall be extended with respect to portions of Work first performed after Substantial Completion by the period of time between Substantial Completion and the actual completion of that portion of the Work. § 12.2.2.3 The one-year period for correction of Work shall not be extended by corrective Work performed by the Contractor pursuant to this Section 12.2. § 12.2.3 The Contractor shall remove from the site portions of the Work that are not in accordance with the requirements of the Contract Documents and are neither corrected by the Contractor nor accepted by the Owner. § 12.2.4 The Contractor shall bear the cost of correcting destroyed or damaged construction of the Owner or Separate Contractors,whether completed or partially completed,caused by the Contractor's correction or removal of Work that is not in accordance with the requirements of the Contract Documents. § 12.2.5 Nothing contained in this Section 12.2 shall be construed to establish a period of limitation with respect to other obligations the Contractor has under the Contract Documents.Establishment of the one-year period for correction of Work as described in Section 12.2.2 relates only to the specific obligation of the Contractor to correct the Work,and has no relationship to the time within which the obligation to comply with the Contract Documents may be sought to be enforced,nor to the time within which proceedings may be commenced to establish the Contractor's liability with respect to the Contractor's obligations other than specifically to correct the Work. § 12.3 Acceptance of Nonconforming Work If the Owner prefers to accept Work that is not in accordance with the requirements of the Contract Documents,the Owner may do so instead of requiring its removal and correction,in which case the Contract Sum will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made. ARTICLE 13 MISCELLANEOUS PROVISIONS § 13.1 Governing Law The Contract shall be governed by the laws of the State of Florida to the exclusion of the law of any other forum, without regard to the jurisdiction in which any action may be instituted. Venue shall be in the Court of competent jurisdiction in Palm Beach County,Florida. OWNER AND CONTRACTOR HEREBY KNOWINGLY, IRREVOCABLY,VOLUNTARILY AND INTENTIONALLY WAIVE ANY RIGHT EITHER MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY ACTION,PROCEEDING OR COUNTERCLAIM BASED UPON THE CONTRACT DOCUMENTS,OR ARISING OUT OF,UNDER,OR IN CONNECTION WITH THE CONSTRUCTION OF THE WORK OR ANY COURSE OF CONDUCT,COURSE OF DEALING,STATEMENTS (WHETHER VERBAL OR WRITTEN)OR ACTIONS OF ANY PARTY. § 13.2 Successors and Assigns § 13.2.1 The Owner and Contractor respectively bind themselves,their partners, successors,assigns,and legal representatives to covenants,agreements,and obligations contained in the Contract Documents.Except as provided in Section 13.2.2,neither party to the Contract shall assign the Contract as a whole without written consent of the other. If either party attempts to make an assignment without such consent,that party shall nevertheless remain legally responsible for all obligations under the Contract. § 13.2.2 The Owner may,without consent of the Contractor,assign the Contract to a lender providing construction financing for the Project,if the lender assumes the Owner's rights and obligations under the Contract Documents.The Contractor shall execute all consents reasonably required to facilitate the assignment provided that such consents are acceptable to Contractor. AIA Document A2010—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA,"the AIA Logo,"A201,"and"AIA Contract Documents"are 35 registered trademarks and may not be used without permission.This document was produced by AIA software at 10:34:09 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. ��,p 7019pf 478 User Notes: P'�'( 047 Agenda Item #9. § 13.3 Rights and Remedies § 13.3.1 Duties and obligations imposed by the Contract Documents and rights and remedies available thereunder shall be in addition to and not a limitation of duties,obligations,rights,and remedies otherwise imposed or available by law. § 13.3.2 No action or failure to act by the Owner,Architect,or Contractor shall constitute a waiver of a right or duty afforded them under the Contract,nor shall such action or failure to act constitute approval of or acquiescence in a breach thereunder,except as may be specifically agreed upon in writing. § 13.4 Tests and Inspections § 13.4.1 Tests,inspections,and approvals of portions of the Work shall be made as required by the Contract Documents and by applicable laws, statutes,ordinances,codes,rules,and regulations or lawful orders of public authorities.Unless otherwise provided,the Contractor shall make arrangements for such tests,inspections, and approvals with an independent testing laboratory or entity acceptable to the Owner,or with the appropriate public authority,and shall bear all related costs of tests,inspections,and approvals. The Contractor shall give the Architect timely notice of when and where tests and inspections are to be made so that the Architect may be present for such procedures.The Owner shall bear costs of tests,inspections,or approvals that do not become requirements until after bids are received or negotiations concluded.The Owner shall directly arrange and pay for tests,inspections,or approvals where building codes or applicable laws or regulations so require. § 13.4.2 If the Architect,Owner,or public authorities having jurisdiction determine that portions of the Work require additional testing,inspection,or approval not included under Section 13.4.1,the Architect will,upon written authorization from the Owner,instruct the Contractor to make arrangements for such additional testing,inspection,or approval,by an entity acceptable to the Owner,and the Contractor shall give timely notice to the Architect of when and where tests and inspections are to be made so that the Architect may be present for such procedures. Such costs, except as provided in Section 13.4.3, shall be at the Owner's expense. § 13.4.3 If procedures for testing,inspection,or approval under Sections 13.4.1 and 13.4.2 reveal failure of the portions of the Work to comply with requirements established by the Contract Documents,all costs made necessary by such failure,including those of repeated procedures and compensation for the Architect's services and expenses,shall be at the Contractor's expense. § 13.4.4 Required certificates of testing,inspection,or approval shall,unless otherwise required by the Contract Documents,be secured by the Contractor and promptly delivered to the Architect. § 13.4.5 If the Architect is to observe tests,inspections, or approvals required by the Contract Documents,the Architect will do so promptly and,where practicable,at the normal place of testing. § 13.4.6 Tests or inspections conducted pursuant to the Contract Documents shall be made promptly to avoid unreasonable delay in the Work. § 13.5 Interest Payments due and unpaid under the Contract Documents shall bear interest from the date payment is due at the rate the parties agree upon in writing or,in the absence thereof,at the legal rate prevailing from time to time at the place where the Project is located. ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT § 14.1 Termination by the Contractor § 14.1.1 The Contractor may terminate the Contract if the Work is stopped for a period of 30 consecutive days through no act or fault of the Contractor,a Subcontractor,a Sub-subcontractor,their agents or employees,or any other persons or entities performing portions of the Work,for any of the following reasons: .1 Issuance of an order of a court or other public authority having jurisdiction that requires all Work to be stopped; .2 An act of government, such as a declaration of national emergency,that requires all Work to be stopped; AIA Document A2010—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA,"the AIA Logo,"A201,"and"AIA Contract Documents"are 36 registered trademarks and may not be used without permission.This document was produced by AIA software at 10:34:09 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. ��,p 7 User Notes: P'�'( 0479�f 478 Agenda Item #9. .3 Because the Architect has not issued a Certificate for Payment and has not notified the Contractor of the reason for withholding certification as provided in Section 9.4.1,or because the Owner has not made payment on a Certificate for Payment within the time stated in the Contract Documents; or .4 The Owner has failed to furnish to the Contractor reasonable evidence as required by Section 2.2. § 14.1.2 The Contractor may terminate the Contract if,through no act or fault of the Contractor,a Subcontractor,a Sub-subcontractor,their agents or employees,or any other persons or entities performing portions of the Work, repeated suspensions,delays,or interruptions of the entire Work by the Owner as described in Section 14.3,constitute in the aggregate more than 100 percent of the total number of days scheduled for completion,or 120 days in any 365-day period,whichever is less. § 14.1.3 If one of the reasons described in Section 14.1.1 or 14.1.2 exists,the Contractor may,upon seven days'notice to the Owner and Architect,terminate the Contract and recover from the Owner payment for Work executed,as well as reasonable overhead and profit on Work not executed,and costs incurred by reason of such termination. § 14.1.4 If the Work is stopped for a period of 60 consecutive days through no act or fault of the Contractor,a Subcontractor,a Sub-subcontractor,or their agents or employees or any other persons or entities performing portions of the Work because the Owner has repeatedly failed to fulfill the Owner's obligations under the Contract Documents with respect to matters important to the progress of the Work,the Contractor may,upon seven additional days'notice to the Owner and the Architect,terminate the Contract and recover from the Owner as provided in Section 14.1.3. § 14.2 Termination by the Owner for Cause § 14.2.1 The Owner may terminate the Contract if the Contractor .1 repeatedly refuses or fails to supply enough properly skilled workers or proper materials; .2 fails to make payment to Subcontractors or suppliers in accordance with the respective agreements between the Contractor and the Subcontractors or suppliers,provided the Owner has fulfilled its payment obligations under the Contract Documents; .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,provided that Owner has made payment to Contractor for such materials,equipment,tools,and construction equipment and machinery; .2 Accept assignment of subcontracts pursuant to Section 5.4; and .3 Finish the Work by whatever reasonable method the Owner may deem expedient.Upon written request of the Contractor,the Owner shall furnish to the Contractor a detailed accounting of the costs incurred by the Owner in finishing the Work. § 14.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 14.2.1,the Contractor shall not be entitled to receive further payment until the Work is finished. § 14.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work,including compensation for the Architect's services and expenses made necessary thereby,and other damages incurred by the Owner and not expressly waived, such excess shall be paid to the Contractor. If such costs and damages exceed the unpaid balance, the Contractor shall pay the difference to the Owner. The amount to be paid to the Contractor or Owner,as the case may be,shall be certified by the Architect,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. AIA Document A2010—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA,"the AIA Logo,"A201,"and"AIA Contract Documents"are 37 registered trademarks and may not be used without permission.This document was produced by AIA software at 10:34:09 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. P'�'(��,p 7 478 User Notes: 04��7 g Agenda Item #9. § 14.3.2 The Contract Sum and Contract Time shall be adjusted for increases in the cost and time caused by suspension,delay,or interruption under Section 14.3.1.Adjustment of the Contract Sum shall include profit.No adjustment shall be made to the extent .1 that performance is,was,or would have been,so suspended,delayed,or interrupted,by another cause for which the Contractor is responsible; or .2 that an equitable adjustment is made or denied under another provision of the Contract. § 14.4 Termination by the Owner for Convenience § 14.4.1 The Owner may,at any time,terminate the Contract for the Owner's convenience and without cause. § 14.4.2 Upon receipt of notice from the Owner of such termination for the Owner's convenience,the Contractor shall .1 cease operations as directed by the Owner in the notice; .2 take actions necessary,or that the Owner may direct,for the protection and preservation of the Work; and .3 except for Work directed to be performed prior to the effective date of termination stated in the notice, terminate all existing subcontracts and purchase orders and enter into no further subcontracts and purchase orders. § 14.4.3 In case of such termination for the Owner's convenience,the Owner shall pay the Contractor for Work properly executed;costs incurred by reason of the termination,including costs attributable to termination of Subcontracts,costs of approved deposits paid by Contractor,demobilization costs and attorneys' fees;and reasonable overhead and profit on the Work not executed. 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,including,but not limited to,Owner's imposition of liquidated damages in accordance with the Contract Documents,if applicable.The term"Claim"does not include those changes that are governed by Articles 7 and 8 hereof. The responsibility to substantiate Claims shall rest with the party making the Claim. § 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 with a copy sent to the Architect.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. § 15.1.4 Continuing Contract Performance § 15.1.4.1 Pending final resolution of a Claim of less than$20,000.00,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 provided that Owner continues to make payments in accordance with the Contract Documents.Notwithstanding anything contained herein or the Agreement to the contrary,the Parties agree that Contractor shall not be obligated to AIA Document A2010—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA,"the AIA Logo,"A201,"and"AIA Contract Documents"are 38 registered trademarks and may not be used without permission.This document was produced by AIA software at 10:34:09 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. Pa 7 478 User Notes: ( 04�7_3 Agenda Item #9. continue working under any circumstances if Owner withholds a payment greater than$20,000.00 from Contractor and a good faith dispute exists regarding such monies withheld. § 15.1.4.2 The Contract Sum and Contract Time shall be equitably adjusted as mutually determined by Owner and Contractor, 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 Owner and Contractor. § 15.1.5 Claims for Additional Cost If the Contractor wishes to make a Claim for an increase in the Contract Sum,notice as provided in Section 15.1.3 shall be given before proceeding to execute the portion of the Work that is the subject of the Claim.Prior notice is not required for Claims relating to an emergency endangering life or property arising under Section 10.4. § 15.1.6 Claims for Additional Time § 15.1.6.1 If the Contractor wishes to make a Claim for an increase in the Contract Time,notice as provided in Section 15.1.3 shall be given.The Contractor's Claim shall include an estimate of cost and of probable effect of delay on progress of the Work. In the case of a continuing delay, only one Claim is necessary. § 15.1.6.2 If adverse weather conditions are the basis for a Claim for additional time,such Claim shall be documented by data substantiating that weather conditions were abnormal for the period of time,could not have been reasonably anticipated,and had an adverse effect on the scheduled construction. § 15.1.7 Waiver of Claims for Consequential Damages The Contractor and Owner waive Claims against each other for consequential damages arising out of or relating to this Contract. This mutual waiver includes,but is not limited to: .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 Direct Discussions § 15.2.1 If the Parties cannot reach resolution on a matter relating to or arising out of this Agreement,the Parties shall endeavor to reach resolution through good faith direct discussions between the Parties'representatives,who shall possess the necessary authority to resolve such matter and who will record the date of first discussions.If the Parties' representatives are not able to resolve such matter within five(5)Business Days from the date of first discussion,the Parties'representatives shall immediately inform senior executives of the Parties in writing that a resolution could not be reached.Upon receipt of such notice,the senior executives of the Parties shall meet within five(5)Business Days to endeavor to reach resolution.If the dispute remains unresolved after fifteen(15)Days from the date of first discussion, the Parties shall submit such matter to mediation in accordance with Article 15.3 hereof. (Paragraphs deleted) § 15.2.7 In the event of a Claim against the Contractor,the Owner may,but is not obligated to,notify the surety,if any, of the nature and amount of the Claim. If the Claim relates to a possibility of a Contractor's default,the Owner may, but is not obligated to,notify the surety and request the surety's assistance in resolving the controversy. § 15.2.8 If a Claim relates to or is the subject of a mechanic's lien,the party asserting such Claim may proceed in accordance with applicable law to comply with the lien notice or filing deadlines. AIA Document A2010—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA,"the AIA Logo,"A201,"and"AIA Contract Documents"are 39 registered trademarks and may not be used without permission.This document was produced by AIA software at 10:34:09 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. PC 7 478 User Notes: 04Me Agenda Item #9. § 15.3 Mediation § 15.3.1 Claims,disputes,or other matters in controversy arising out of or related to the Contract,except those waived as provided for in Sections 9.10.4,9.10.5,and 15.1.7,shall be subject to mediation as a condition precedent to binding dispute resolution.Mediation shall be governed by Chapter 44 of the Florida Statutes. § 15.3.2 The parties shall endeavor to resolve their Claims by mediation which,unless the parties mutually agree otherwise,shall be administered by the American Arbitration Association in accordance with its Construction Industry Mediation Procedures in effect on the date of the Agreement.A request for mediation shall be made in writing, delivered to the other party to the Contract,and filed with the person or entity administering the mediation. The request may be made concurrently with the filing of binding dispute resolution proceedings but,in such event, mediation shall proceed in advance of binding dispute resolution proceedings,which shall be stayed pending mediation for a period of 60 days from the date of filing,unless stayed for a longer period by agreement of the parties or court order. If an arbitration is stayed pursuant to this Section 15.3.2,the parties may nonetheless proceed to the selection of the arbitrator(s)and agree upon a schedule for later proceedings. § 15.3.3 Either party may,within 30 days from the date that mediation has been concluded without resolution of the dispute or 60 days after mediation has been demanded without resolution of the dispute,demand in writing that the other party file for binding dispute resolution. § 15.3.4 The parties shall share the mediator's fee and any filing fees equally.The mediation shall be held in the place where the Project is located,unless another location is mutually agreed upon.Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. (Paragraphs deleted) AIA Document A2010—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.The"American Institute of Architects,""AIA,"the AIA Logo,"A201,"and"AIA Contract Documents"are 40 registered trademarks and may not be used without permission.This document was produced by AIA software at 10:34:09 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. 7 Pc047�9pf 478 User Notes: Agenda Item #9. \� �Vivo TM Document2019- 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: The author of this document has (In words, indicate day, month, and yeas) 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 Village of Tequesta information as well as revisions to the 345 Tequesta Drive standard form text is available from Tequesta,FL 33469 the author and should be reviewed.A 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. Hedrick Brothers Construction Co.,Inc. This document has important legal 2200 Centrepark West Drive consequences.Consultation with an West Palm Beach,FL 33409 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 Village of Tequesta—Demolition of Existing Community Center("Demolition Work") document by reference. Do not use and Construction of New Community Center("Community Center Work")at Constitution with other general conditions unless Park this document is modified. 399 Seabrook Road Tequesta,FL 33469 The Architect: (Name, legal status, address, and other information) REG Architects,Inc. 120 South Olive Ave, Ste 210 West Palm Beach,FL 33401 The Owner and Construction Manager agree as follows. AIA Document A133TM-2019.Copyright©1991,2003,2009,and 2019 by The American Institute of Architects.All rights reserved.The"American Institute of Init. Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be used without permission.This document was produced .� by AIA software at 10:30:39 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. User Notes: Pa l I / !86f 478 Agenda Item #9. 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.) Demolition of existing community center(the"Demolition Work")and construction of new 14,799 SF community center building consisting of gymnasium,adult activity room,youth activity rooms,kids zone,and administrative offices(the "Community Center Work"). § 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.) See the Site Plan(Sheet C-1)attached hereto as Exhibit"C",which depicts the Project's physical characteristics. § 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 A133TM—2019.Copyright©1991,2003,2009,and 2019 by The American Institute of Architects.All rights reserved.The"American Institute of Init. Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be used without permission.This document was produced 2 by AIA software at 10:30:39 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. User Notes: Pa l"28 8 6f 478 Agenda Item #9. TBD § 1.1.4 The Owner's anticipated design and construction milestone dates: .1 Design phase milestone dates,if any: TBD .2 Construction commencement date: TBD .3 Substantial Completion date or dates: TBD .4 Other milestone dates: N.A. § 1.1.5 The Owner's requirements for accelerated or fast-track scheduling,or phased construction,are set forth below: (Identify any requirements for fast-track scheduling or phased construction.) N.A. § 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) N.A. § 1.1.6.1 If the Owner identifies a Sustainable Objective,the Owner and Construction Manager shall complete and incorporate AIA Document E234T"'L-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.) N.A. § 1.1.8 The Owner identifies the following representative in accordance with Section 4.2: (List name, address, and other contact information.) Village of Tequesta Greg Corbitt,Parks and Recreation Director 561-768-0473/gcorbitt@tequesta.org Jeremy Allen,Village Manager 561-768-0460/jallengtequesta.org 345 Tequesta Drive Tequesta,FL 33469 § 1.1.9 The persons or entities,in addition to the Owner's representative,who are required to review the Construction Manager's submittals to the Owner are as follows: (List name, address and other contact information.) AIA Document A133TM—2019.Copyright©1991,2003,2009,and 2019 by The American Institute of Architects.All rights reserved.The"American Institute of Init. Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be used without permission.This document was produced 3 by AIA software at 10:30:39 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. User Notes: Pa l I /086f 478 Agenda Item #9. N.A. § 1.1.10 The Owner shall retain the following consultants and contractors: (List name, legal status, address, and other contact information) .1 Geotechnical Engineer: TBD .2 Civil Engineer: Engenuity Group,Inc. 1280 N Congress Ave, Ste 101 West Palm Beach,FL 33409 .3 Other,if any: (List any other consultants retained by the Owner, such as a Project or Program Manager.) TBD § 1.1.11 The Architect's representative: (List name, address, and other contact i@ormation) REG Architects,Inc. Christine Merrell,RA,Project Manager 120 South Olive Ave, Ste 210 West Palm Beach,FL 33401 561-659-2383 cmerrell@regarchitects.com § 1.1.12 The Construction Manager identifies the following representative in accordance with Article 3: (List name, address, and other contact information.) Hedrick Brothers Construction Co.,Inc. Erik Himmel,President-Commercial 2200 Centrepark West Drive West Palm Beach,FL 33409 561-689-8880 himmel@hedrickbrothers.com § 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) N.A. § 1.1.14 The Owner's requirements for subcontractor procurement for the performance of the Work: (List any Owner-specific requirements for subcontractor procurement.) N.A. AIA Document A133TM—2019.Copyright©1991,2003,2009,and 2019 by The American Institute of Architects.All rights reserved.The"American Institute of Init. Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be used without permission.This document was produced 4 by AIA software at 10:30:39 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. egg User Notes: Pao? I M86f 478 Agenda Item #9. § 1.1.15 Other Initial Information on which this Agreement is based: N.A. § 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,the Exhibits hereto,including,but not limited to,the Qualifications and Clarifications attached to the Guaranteed Maximum Price Amendment(s),Conditions of the Contract(General, Supplementary and other Conditions,as defined herein),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 A201 T"L-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. AIA Document A133TM—2019.Copyright©1991,2003,2009,and 2019 by The American Institute of Architects.All rights reserved.The"American Institute of Init. Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be used without permission.This document was produced 5 by AIA software at 10:30:39 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. User Notes: Pao? I O 186f 478 Agenda Item #9. § 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. To the extent that Owner requires or Construction Manager provides any incidental services,constructing consulting or value engineering,Owner acknowledges that such services are advisory and are not professional design services. The Owner will refer all professional design questions to its design professionals and the Construction Manager shall have no liability to the Owner for services requested by the Owner or rendered by the Construction Manager as described in this paragraph. Construction Manager shall not be liable for the adequacy,accuracy,code compliance and completeness of the drawings, specifications and other design documents provided to Construction Manager. The Owner shall grant extensions in the Contract Time and reimburse Construction Manager for the costs of all permit fees and fines,general conditions and hard costs,costs for inspections/re-inspections or submittals required,which result from errors or inconsistencies in the drawings,specifications and other design documents and/or lack of coordination between Owner and its Architect or other design professionals related thereto. § 3.1.2 Upon request by the Owner.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 E203TM-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 Proj ect's timely completion. The updated Project schedule shall include the following: submission of the Guaranteed Maximum Price proposal;components of the Work;times of commencement and completion required of each Subcontractor; ordering and delivery of products,including those that must be ordered in advance of construction; and the occupancy requirements of the Owner. § 3.1.5 Phased Construction The Construction Manager,in consultation with the Architect,shall provide recommendations with regard to accelerated or fast-track scheduling,procurement,and sequencing for phased construction. The Construction Manager shall take into consideration cost reductions,cost information,constructability,provisions for temporary facilities,and procurement and construction scheduling issues. AIA Document A133TM—2019.Copyright©1991,2003,2009,and 2019 by The American Institute of Architects.All rights reserved.The"American Institute of Init. Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be used without permission.This document was produced 6 by AIA software at 10:30:39 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. User Notes: pa l 18L$bf 478 Agenda Item #9. § 3.1.6 Cost Estimates § 3.1.6.1 Based on the preliminary design and other design criteria prepared by the Architect,the Construction Manager shall prepare,for the Architect's review and the Owner's approval,preliminary estimates of the Cost of the Work or the cost of program requirements using area,volume,or similar conceptual estimating techniques.If the Architect or Construction Manager suggests alternative materials and systems,the Construction Manager shall provide cost evaluations of those alternative materials and systems. § 3.1.6.2 As the Architect progresses with the preparation of the Schematic Design,Design Development and Construction Documents,the Construction Manager shall prepare and update,at appropriate intervals agreed to by the Owner,Construction Manager and Architect,an estimate of the Cost of the Work with increasing detail and refinement. The Construction Manager shall include in the estimate those costs to allow for the further development of the design, price escalation,and market conditions,until such time as the Owner and Construction Manager agree on a Guaranteed Maximum Price for the Work. The estimate shall be provided for the Architect's review and the Owner's approval.The Construction Manager shall inform the Owner and Architect in the event that the estimate of the Cost of the Work exceeds the latest approved Project budget,and make recommendations for corrective action. § 3.1.6.3 If the Architect is providing cost estimating services as a Supplemental Service,and a discrepancy exists between the Construction Manager's cost estimates and the Architect's cost estimates,the Construction Manager and the Architect shall work together to reconcile the cost estimates. § 3.1.7 As the Architect progresses with the preparation of the Schematic Design,Design Development and Construction Documents,the Construction Manager shall consult with the Owner and Architect and make recommendations regarding constructability and schedules,for the Architect's review and the Owner's approval. § 3.1.8 The Construction Manager shall provide recommendations and information to the Owner and Architect regarding equipment,materials, services, and temporary Project facilities. § 3.1.9 The Construction Manager shall provide a staffing plan for Preconstruction Phase services for the Owner's review and approval. § 3.1.10 If the Owner identified a Sustainable Objective in Article 1,the Construction Manager shall fulfill its Preconstruction Phase responsibilities as required in AIA Document 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. AIA Document A133"-2019.Copyright©1991,2003,2009,and 2019 by The American Institute of Architects.All rights reserved.The"American Institute of Init. Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be used without permission.This document was produced 7 by AIA software at 10:30:39 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. �gg�g User Notes: Pa l I n86f 478 Agenda Item #9. § 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.) Provide preconstruction services,a minimum of two(2)Guaranteed Maximum Price cost estimates- one(1)at completion of 75%design phase drawings and one(1)at completion of permit drawings. § 3.2 Guaranteed Maximum Price Proposal § 3.2.1 At a time to be mutually agreed upon by the Owner and the Construction Manager,the Construction Manager shall prepare a Guaranteed Maximum Price proposal for the Owner's and Architect's review,and the Owner's acceptance.The Guaranteed Maximum Price in the proposal shall be the sum of the Construction Manager's estimate of the Cost of the Work,the Construction Manager's contingency described in Section 3.2.4,and the Construction Manager's Fee described in Section 6.1.2. § 3.2.2 To the extent that the Contract Documents are anticipated to require further development,the Guaranteed Maximum Price includes the costs attributable to such further development consistent with the Contract Documents. Such further development does not include changes in design,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(the "Construction Manager's Contingency")for the Construction Manager's exclusive use,in its sole discretion,to cover costs that are properly reimbursable as Cost of the Work but not the basis for a Change Order. Some of the items covered by the Construction Manager's Contingency include,but are not limited to,unanticipated changes in the subcontracting marketplace;material cost escalation;unanticipated changes in construction methods; default by a Subcontractor or supplier;and acceleration costs incurred at the Construction Manager's discretion to meet the Contract Time. The Construction Manager's Contingency is not to be used for costs that are the Owner's responsibility or for which an increase in the Guaranteed Maximum Price is provided under this Agreement,including, but not limited to,design errors or omissions including code compliance issues; adverse hidden or subsurface conditions; scope changes;delays caused by the Owner or the Architect; changes in governmental requirements;and uninsured casualty losses not caused by the Construction Manager. Construction Manager will notify Owner when expenditures are charged to the Construction Manager's Contingency and,upon request by Owner,provide documentation evidencing such expenditures. § 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,if agreeable,shall make appropriate adjustments to the Guaranteed Maximum Price proposal,its basis,or both. § 3.2.6 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 AIA Document A133"—2019.Copyright©1991,2003,2009,and 2019 by The American Institute of Architects.All rights reserved.The"American Institute of Init. Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be used without permission.This document was produced 8 by AIA software at 10:30:39 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. User Notes: Pao? 18486f 478 Agenda Item #9. Architect. The Guaranteed Maximum Price Amendment shall set forth the agreed upon Guaranteed Maximum Price with the information and assumptions upon which it is based. § 3.2.7 The Construction Manager shall not incur any cost to be reimbursed as part of the Cost of the Work prior to the execution of the Guaranteed Maximum Price Amendment,unless the Owner provides prior written authorization for such costs. § 3.2.8 The Owner shall authorize preparation of revisions to the Contract Documents that incorporate the agreed-upon assumptions and clarifications contained in the Guaranteed Maximum Price Amendment. The Owner shall promptly furnish such revised Contract Documents to the Construction Manager.The Construction Manager shall notify the Owner and Architect of any inconsistencies between the agreed-upon assumptions and clarifications contained in the Guaranteed Maximum Price Amendment and the revised Contract Documents. § 3.2.9 The Construction Manager shall include in the Guaranteed Maximum Price all sales,consumer,use and similar taxes for the Work provided by the Construction Manager that are legally enacted,whether or not yet effective,at the time the Guaranteed Maximum Price Amendment is executed. § 3.3 Construction Phase § 3.3.1 General § 3.3.1.1 For purposes of Section 8.1.2 of A201-2017,the date of commencement of the Work shall mean the date of commencement of the Construction Phase. § 3.3.1.2 The Construction Phase shall commence upon the Owner's execution of the Guaranteed Maximum Price Amendment or,prior to acceptance of the Guaranteed Maximum Price proposal,by written agreement of the parties.The written agreement shall set forth a description of the Work to be performed by the Construction Manager, and any insurance and bond requirements for Work performed prior to execution of the Guaranteed Maximum Price Amendment. § 3.3.2 Administration § 3.3.2.1 The Construction Manager shall schedule and conduct meetings to discuss such matters as procedures,progress, coordination, scheduling,and status of the Work. The Construction Manager shall prepare and promptly distribute minutes of the meetings to the Owner and Architect. § 3.3.2.2 Upon the execution of the Guaranteed Maximum Price Amendment,the Construction Manager shall prepare and submit to the Owner and Architect a construction schedule for the Work and a submittal schedule in accordance with Section 3.10 of A201-2017. § 3.3.2.3 Monthly Report The Construction Manager shall record the progress of the Project. On a monthly basis,or otherwise as agreed to by the Owner,the Construction Manager shall submit written progress reports to the Owner and Architect,showing percentages of completion and other information required by the Owner. § 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 AIA Document A133TM—2019.Copyright©1991,2003,2009,and 2019 by The American Institute of Architects.All rights reserved.The"American Institute of Init. Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be used without permission.This document was produced 9 by AIA software at 10:30:39 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. User Notes: pa l I M86f 478 Agenda Item #9. 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 furnish any other information or services under the Owner's control and relevant to the Construction Manager's performance of the Work with reasonable promptness after receiving the Construction Manager's written request for such information or services. The Construction Manager shall be entitled to rely on the accuracy of information and services furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work. § 4.1.4.1 The Owner shall furnish tests,inspections,and reports,required by law and as otherwise agreed to by the parties, such as structural,mechanical, and chemical tests,tests for air and water pollution,and tests for hazardous materials. § 4.1.4.2 The Owner shall furnish surveys describing physical characteristics,legal limitations and utility locations for the site of the Project,and a written legal description of the site. The surveys and legal information shall include,as applicable,grades and lines of streets,alleys,pavements and adjoining property and structures; designated wetlands; adjacent drainage;rights-of-way,restrictions,easements,encroachments,zoning,deed restrictions,boundaries and contours of the site;locations,dimensions and other necessary data with respect to existing buildings,other improvements and trees;and information concerning available utility services and lines,both public and private,above and below grade, including inverts and depths.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 furnish any other information or services under the Owner's control and relevant to the Construction Manager's performance of the Work with reasonable promptness after receiving the Construction Manager's written request for such information or services. § 4.1.6 If the Owner identified a Sustainable Objective in Article 1,the Owner shall fulfill its responsibilities as required in AIA Document 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. AIA Document A133TM—2019.Copyright©1991,2003,2009,and 2019 by The American Institute of Architects.All rights reserved.The"American Institute of Init. Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be used without permission.This document was produced 10 by AIA software at 10:30:39 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. User Notes: Pao? I"8bf 478 Agenda Item #9. § 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.) Preconstruction: $37,608.00. See the Preconstruction Services Summary attached hereto as Exhibit"D". Virtual Design Construction(VDC): $27,872.00. See the VDC Services Summary attached hereto as Exhibit"E". TOTAL: $65,480.00 §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.) Individual or Position Rate Preconstruction Manager: $160.00/hour Estimator—Level 3: $140.00/hour Estimator—Coordinator: $52.00/hour Director of VDC: $124.00/hour VDC Manager: $100.00/hour VDC Assistant: $90.00/hour VDC Coordinator: $85.00/hour Project Executive: $210.00/hour Project Manager: $126.00/hour Superintendent: $110.00/hour Project Coordinator: $52.00/hour Project Accountant: $52.00/hour § 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 two ( 2 ) 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 sixty 60 )days after the invoice date shall bear interest at the legal rate prevailing from time to time at the principal place of business of the Construction Manager. (Paragraphs deleted) AIA Document A133"—2019.Copyright©1991,2003,2009,and 2019 by The American Institute of Architects.All rights reserved.The"American Institute of Init. Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be used without permission.This document was produced by AIA software at 10:30:39 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. egg } User Notes: Pao? I 0!86f 478 Agenda Item #9. 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.) 6.5%of the Cost of the Work plus 1.3%of the Cost of the Work for General Liability Insurance. § 6.1.3 The method of adjustment of the Construction Manager's Fee for changes in the Work: For additive changes,Construction Manager's Fee shall be 6.5%of the Cost of the Work plus 1.3%of the Cost of the Work for General Liability Insurance.For deductive changes,there shall be no adjustment to the Fee. § 6.1.4 Limitations,if any,on a Subcontractor's overhead and profit for increases in the cost of its portion of the Work: 10%Overhead,5%Fee § 6.1.5 Rental rates for Construction Manager-owned equipment shall not exceed one hundred percent( 100 %)of the standard rental rate paid at the place of the Project. § 6.1.6 Liquidated damages,if any: (Insert terms and conditions for liquidated damages,if any.) The Construction Manager agrees that if Substantial Completion is not achieved by the date of Substantial Completion established by the Guaranteed Maximum Price Amendment for the Community Center Work,as such date may be adjusted by Change Order,for each day thereafter Contractor shall pay to the Owner as liquidated damages the sum of $500.00 for each day until Substantial Completion is achieved.Construction Manager shall not be liable for the liquidated damages set forth herein if the cause of the delay of Substantial Completion is due to an act or neglect of the Owner, Architect,Owner's consultants,or of a Separate Contractor,or of an employee of any of them,by changes ordered in the Work,an Act of God,event of force maj eure,governmental requirements(including issuance of permits and permit revisions)or state of emergency,epidemic or pandemic or other cause(s)beyond the Construction Manager's control.The liquidated damages discussed herein shall be the sole and exclusive remedy for any/all delays at the Project(whether at law or in equity)and shall be the full,agreed,and liquidated damages recoverable against the Construction Manager by the Owner(or any other party)for all claims,damages,or remedies relating to timely performance and completion of the Project.All other claims,damages,or other remedies relating to delay in completion,including,but not limited to consequential damages,are expressly waived by the Owner. § 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.) On all costs saved in Divisions 2—18,savings shall be credited 50%to the Owner and 50%to the Construction Manager. The General Conditions shall be fixed, subject to the terms hereof. Savings will be apportioned upon completion of the Work in accordance with this Agreement and paid at Final Payment of the Project. The parties agree that any unused contingency remaining at the final completion of the Project shall go to the Owner 100%. § 6.2 Guaranteed Maximum Price The Construction Manager guarantees that the Contract Sum for each portion of the Work(i.e.,the Demolition Work and Community Center Work)shall not exceed the Guaranteed Maximum Price set forth in the Guaranteed Maximum Price Amendments for the individual portions of the Work,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,subject to the terms hereof.It is understood and agreed that the Itemized GMP and/or Schedule of Values shall not be considered as a line item guarantee by Construction Manager of the costs of any individual line item in the Itemized GMP and/or Schedule of Values.Construction Manager shall have the AIA Document A133"—2019.Copyright©1991,2003,2009,and 2019 by The American Institute of Architects.All rights reserved.The"American Institute of Init. Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be used without permission.This document was produced 12 by AIA software at 10:30:39 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. User Notes: Pao? 188$6f 478 Agenda Item #9. right to move budgeted funds between line items in the Itemized GMP and/or Schedule of Values to offset shortfalls in any line item(s). § 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. § 6.3.6 Notwithstanding anything contained herein to the contrary,Owner shall review and respond to change orders (with an approval,rejection or comments)submitted by Contractor within five(5)business days after submission by Contractor of a change order in order to maintain the Substantial Completion Date for the Project.In the event Owner fails to approve a change order within such five(5)business day timeframe,Owner agrees that Contractor shall not be liable for any delay or damages associated with such failure,including,but not limited to,liquidated damages, and Contractor shall be entitled to an equitable adjustment in the Contract Time,extended General Conditions expended by the Contractor and increased costs reasonably incurred by the Contractor as a result of such failure. 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. § 7.2.2 Wages or salaries of the Construction Manager's supervisory and administrative personnel when stationed at the site or Principal Office and performing Work. AIA Document A133TM—2019.Copyright©1991,2003,2009,and 2019 by The American Institute of Architects.All rights reserved.The"American Institute of Init. Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be used without permission.This document was produced 13 by AIA software at 10:30:39 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. User Notes: Pao? I"86f 478 Agenda Item #9. § 7.2.2.1 Wages or salaries of the Construction Manager's supervisory and administrative personnel when performing Work and stationed at a location other than the site,but only for that portion of time required for the Work,and limited to the personnel and activities listed below: (Identify the personnel, type of activity and, if applicable, any agreed upon percentage of time to be devoted to the Work.) § 7.2.2.2 Expenses of the Construction Manager's principal office and offices other than the site office to the extent necessary to complete the Work. § 7.2.3 Wages and salaries of the Construction Manager's supervisory or administrative personnel engaged at factories, workshops or while traveling,in expediting the production or transportation of materials or equipment required for the Work,but only for that portion of their time required for the Work. § 7.2.4 Costs paid or incurred by the Construction Manager,as required by law or collective bargaining agreements,for taxes,insurance,contributions,assessments and benefits and,for personnel not covered by collective bargaining agreements,customary benefits such as sick leave,medical and health benefits,holidays,vacations and pensions, provided such costs are based on wages and salaries included in the Cost of the Work under Sections 7.2.1 through 7.2.3. § 7.2.5 If agreed rates for labor costs,in lieu of actual costs,are provided in this Agreement,the rates shall remain unchanged throughout the duration of this Agreement,unless the parties execute a Modification. § 7.3 Subcontract Costs Payments made by the Construction Manager to Subcontractors in accordance with the requirements of the subcontracts and this Agreement. § 7.4 Costs of Materials and Equipment Incorporated in the Completed Construction § 7.4.1 Costs,including transportation and storage at the site,of materials and equipment incorporated,or to be incorporated,in the completed construction. § 7.4.2 Costs of materials described in the preceding Section 7.4.1 in excess of those actually installed to allow for reasonable waste and spoilage.Unused excess materials,if any,shall become the Owner's property at the completion of the Work or,at the Owner's option, shall be sold by the Construction Manager.Any amounts realized from such sales shall be credited to the Owner as a deduction from the Cost of the Work. § 7.5 Costs of Other Materials and Equipment, Temporary Facilities and Related Items § 7.5.1 Costs of transportation,storage,installation,dismantling,maintenance, and removal of materials, supplies, temporary facilities,machinery,equipment and hand tools not customarily owned by construction workers that are provided by the Construction Manager at the site and fully consumed in the performance of the Work.Costs of materials, supplies,temporary facilities,machinery,equipment,and tools,that are not fully consumed,shall be based on the cost or value of the item at the time it is first used on the Project site less the value of the item when it is no longer used at the Project site. Costs for items not fully consumed by the Construction Manager shall mean fair market value. § 7.5.2 Rental charges for temporary facilities,machinery,equipment,and hand tools not customarily owned by construction workers that are provided by the Construction Manager at the site, and the costs of transportation, installation,dismantling,minor repairs,and removal of such temporary facilities,machinery,equipment, and hand tools. Rates and quantities of equipment owned by the Construction Manager,or a related party as defined in Section 7.8,shall be subject to the Owner's prior approval.The total rental cost of any such equipment may not exceed the purchase price of any comparable item. § 7.5.3 Costs of removal of debris from the site of the Work and its proper and legal disposal. § 7.5.4 Costs of the Construction Manager's site office,including general office equipment and supplies. § 7.5.5 Costs of materials and equipment suitably stored off the site at a mutually acceptable location, subject to the Owner's prior approval. AIA Document A133TM—2019.Copyright©1991,2003,2009,and 2019 by The American Institute of Architects.All rights reserved.The"American Institute of Init. Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be used without permission.This document was produced 14 by AIA software at 10:30:39 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. User Notes: Pa 7 86f 478 Agenda Item #9. § 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. § 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. § 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 AIA Document A133TM—2019.Copyright©1991,2003,2009,and 2019 by The American Institute of Architects.All rights reserved.The"American Institute of Init. Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be used without permission.This document was produced 15 by AIA software at 10:30:39 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. User Notes: paN71ffJJ86f 478 Agenda Item #9. 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, except as specifically provided in Section 7.2,or as may be provided in Article 15; .4 Overhead and general expenses,except as may be expressly included in Sections 7.1 to 7.7 or elsewhere in this Agreement; .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. § 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. AIA Document A133TM—2019.Copyright©1991,2003,2009,and 2019 by The American Institute of Architects.All rights reserved.The"American Institute of Init. Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be used without permission.This document was produced 16 by AIA software at 10:30:39 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. User Notes: Pa l*286f 478 Agenda Item #9. ARTICLE 9 SUBCONTRACTS AND OTHER AGREEMENTS § 9.1 Those portions of the Work that the Construction Manager does not customarily perform with the Construction Manager's own personnel shall be performed under subcontracts or other appropriate agreements with the Construction Manager.The Owner may designate specific persons from whom,or entities from which,the Construction Manager shall obtain bids. The Construction Manager shall obtain bids from Subcontractors,and from suppliers of materials or equipment fabricated especially for the Work,who are qualified to perform that portion of the Work in accordance with the requirements of the Contract Documents.Upon request,the Construction Manager shall deliver such bids to the Architect and Owner with an indication as to which bids the Construction Manager intends to accept.The Owner then has the right to review the Construction Manager's list of proposed subcontractors and suppliers in consultation with the Architect and,subject to Section 9.1.1,to object to any subcontractor or supplier.Any advice of the Architect,or approval or objection by the Owner, shall not relieve the Construction Manager of its responsibility to perform the Work in accordance with the Contract Documents. The Construction Manager shall not be required to contract with anyone to whom the Construction Manager has reasonable objection. § 9.1.1 When a specific subcontractor or supplier(1)is recommended to the Owner by the Construction Manager; (2)is qualified to perform that portion of the Work; and(3)has submitted a bid that conforms to the requirements of the Contract Documents without reservations or exceptions,but the Owner requires that another bid be accepted,then the Construction Manager may require that a Change Order be issued to adjust the Guaranteed Maximum Price by the difference between the bid of the person or entity recommended to the Owner by the Construction Manager and the amount of the subcontract or other agreement actually signed with the person or entity designated by the Owner. § 9.2 Subcontracts or other agreements shall conform to the applicable payment provisions of this Agreement,and shall not be awarded on the basis of cost plus a fee without the Owner's prior written approval. If a subcontract is awarded on the basis of cost plus a fee,the Construction Manager shall provide in the subcontract for the Owner to receive the same audit rights with regard to the Subcontractor as the Owner receives with regard to the Construction Manager in Article 10. ARTICLE 10 ACCOUNTING RECORDS The Construction Manager shall keep full and detailed records and accounts related to the Cost of the Work,and exercise such controls,as may be necessary for proper financial management under this Contract and to substantiate all costs incurred. The accounting and control systems shall be satisfactory to the Owner. The Owner and the Owner's auditors shall,during regular business hours and upon reasonable notice,be afforded access to,and shall be permitted to audit and copy,the Construction Manager's records and accounts, including complete documentation supporting accounting entries,books,job cost reports,correspondence,instructions,drawings,receipts,subcontracts,Subcontractor's proposals, Subcontractor's invoices,purchase orders,vouchers,memoranda,and other data relating to this Contract. The Construction Manager shall preserve these records for a period of three years after final payment,or for such longer period as may be required by law. ARTICLE 11 PAYMENTS FOR CONSTRUCTION PHASE SERVICES § 11.1 Progress Payments § 11.1.1 Based upon Applications for Payment submitted to the Architect by the Construction Manager, and Certificates for Payment issued by the Architect,the Owner shall make progress payments on account of the Contract Sum,to the Construction Manager,as provided below and elsewhere in the Contract Documents. § 11.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month,or as follows: § 11.1.3 Provided that an Application for Payment is received by the Architect not later than the 25th day of a month,the Owner shall make payment of the amount certified to the Construction Manager not later than the 1 Oth day of the following month. If an Application for Payment is received by the Architect after the application date fixed above, payment of the amount certified shall be made by the Owner not later than 15 days after the Architect receives the Application for Payment. (Federal, state or local laws may require payment within a certain period of time.) § 11.1.4 With each Application for Payment,the Construction Manager shall submit payrolls,petty cash accounts,receipted invoices or invoices with check vouchers attached,and any other evidence required by the Owner or Architect to demonstrate AIA Document A133TM-2019.Copyright©1991,2003,2009,and 2019 by The American Institute of Architects.All rights reserved.The"American Institute of Init. Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be used without permission.This document was produced 7 by AIA software at 10:30:39 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. User Notes: Pa l I�`1 86f 478 Agenda Item #9. 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 and/or Owner may reasonably require. The schedule of values shall be used as a basis for reviewing the Construction Manager's Applications for Payment.Notwithstanding anything contained herein to the contrary,with each Application for Payment after Pay Application No. 1,Construction Manager shall submit partial or final, as the case may be,releases of lien for payments already received by Construction Manager pursuant to previously approved application for payments from all subcontractors,laborers and materialmen who furnished labor or materials and for which the Construction Manager seeks payment and for which the Construction Manager seeks 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; AIA Document A133TM—2019.Copyright©1991,2003,2009,and 2019 by The American Institute of Architects.All rights reserved.The"American Institute of Init. Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be used without permission.This document was produced 18 by AIA software at 10:30:39 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. User Notes: Pa 7f%$6f 478 Agenda Item #9. .4 For Work performed or defects discovered since the last payment application,any amount for which the Architect may withhold payment,or nullify a Certificate of Payment in whole or in part,as provided in Article 9 of AIA Document A201-2017; .5 The shortfall,if any,indicated by the 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.) 10%, subject to Section 12.1.8.1.1 hereof. § 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.) Notwithstanding anything contained herein to the contrary,there shall be no retainage held against Construction Manager's Fee,General Conditions,General Requirements,insurance and/or bond premiums or any permit costs. § 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.) Once the project is 50%substantially complete,retainage shall be reduced to 5%on all future payments due Construction Manager. Upon mutually agreeable terms between the Owner and Construction Manager,Construction Manager may release retainage to a Subcontractor who has fully completed their work and provided final waivers and releases in accordance with the Contract Documents. § 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.) Notwithstanding anything contained herein to the contrary,the parties agree that retainage shall be fully payable to Construction Manager once substantial completion is obtained,less remaining punch list items. Thereafter,Owner may retain an amount equal to 1.5 times the amount determined by Owner,Construction Manager and Architect for unsettled claims,punch list Work or incomplete Work until the claims are resolved and punch list work is completed. §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 AIA Document A133TM—2019.Copyright©1991,2003,2009,and 2019 by The American Institute of Architects.All rights reserved.The"American Institute of Init. Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be used without permission.This document was produced 19 by AIA software at 10:30:39 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. User Notes: Pa 741 N86f 478 Agenda Item #9. deemed to be a representation that(1)the Architect has made a detailed examination,audit,or arithmetic verification,of the documentation submitted in accordance with Section 11.1.4 or other supporting data; (2)that the Architect has made exhaustive or continuous on-site inspections;or(3)that the Architect has made examinations to ascertain how or for what purposes the Construction Manager has used amounts previously paid on account of the Contract. Such examinations, audits,and verifications,if required by the Owner,will be performed by the Owner's auditors acting in the sole interest of the Owner. § 11.2 Final Payment § 11.2.1 Final payment,constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Construction Manager when .1 the Construction Manager has fully performed the Contract,except for the Construction Manager's responsibility to correct Work as provided in Article 12 of AIA Document A201-2017,and to satisfy other requirements,if any,which extend beyond final payment; .2 the Construction Manager has submitted a final accounting for the Cost of the Work and a final Application for Payment; 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 10 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. The inspection necessary for the issuance of the final Certificate of Payment shall be conducted within five(5)days after receipt of notice from the Construction Manager that the Work has reached final completion. Within five(5)days of inspection,Construction Manager shall be furnished with a detailed listing of each and every item required for final completion payment. As Construction Manager satisfies each item,Owner or Architect shall acknowledge completion of the Work and those items performed shall be removed from the list. If no itemized list is received by Construction Manager within ten(10)days after notice from the Construction Manager as provided in this Paragraph,then it shall be presumed that no items remain to be completed or corrected and the Owner's final payment to the Construction Manager shall be due and payable within 30 days. § 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.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.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 15 days after the issuance of the Architect's final Certificate for Payment,or as follows: § 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. AIA Document A133TM—2019.Copyright©1991,2003,2009,and 2019 by The American Institute of Architects.All rights reserved.The"American Institute of Init. Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be used without permission.This document was produced 20 by AIA software at 10:30:39 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. User Notes: Pa 7f"86f 478 Agenda Item #9. § 11.3Interest Payments due and unpaid under the Contract shall bear interest from the date payment is due at the legal rate prevailing from time to time at the place where the Project is located. (Paragraphs deleted) ARTICLE 12 DISPUTE RESOLUTION § 12.1 Direct Discussions § 12.1.1 If the Parties cannot reach resolution on a matter relating to or arising out of this Agreement,the Parties shall endeavor to reach resolution through good faith direct discussions between the Parties'representatives,who shall possess the necessary authority to resolve such matter and who will record the date of first discussions. If the Parties' representatives are not able to resolve such matter within five(5)Business Days from the date of first discussion,the Parties' representatives shall immediately inform senior executives of the Parties in writing that a resolution could not be reached.Upon receipt of such notice,the senior executives of the Parties shall meet within five(5)Business Days to endeavor to reach resolution.If the dispute remains unresolved after fifteen(15)Days from the date of first discussion,the Parties shall submit such matter to mediation in accordance with Article 15.3 of AIA Document A201-2017. (Paragraphs deleted) § 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, subject to adjustment as set forth in Section 5.1.3. § 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, subject to adjustment as set forth in Section 5.1.3. AIA Document A133TM—2019.Copyright©1991,2003,2009,and 2019 by The American Institute of Architects.All rights reserved.The"American Institute of Init. Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be used without permission.This document was produced 21 by AIA software at 10:30:39 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. User Notes: Pa 7fV$bf 478 Agenda Item #9. § 13.1.5 If the Owner terminates the Contract pursuant to Section 13.1.3 after the commencement of the Construction Phase but prior to the execution of the Guaranteed Maximum Price Amendment,the Owner shall pay to the Construction Manager an amount calculated as follows,which amount shall be in addition to any compensation paid to the Construction Manager under Section 13.1.4: .1 Take the Cost of the Work incurred by the Construction Manager to the date of termination; .2 Add the Construction Manager's Fee computed upon the Cost of the Work to the date of termination at the rate stated in Section 6.1 or,if the Construction Manager's Fee is stated as a fixed sum in that Section,an amount that bears the same ratio to that fixed-sum Fee as the Cost of the Work at the time of termination bears to a reasonable estimate of the probable Cost of the Work upon its completion; and .3 Subtract the aggregate of previous payments made by the Owner for Construction Phase services. § 13.1.6 The Owner shall also pay the Construction Manager fair compensation,either by purchase or rental at the election of the Owner, for any equipment owned by the Construction Manager that the Owner elects to retain and that is not otherwise included in the Cost of the Work under Section 13.1.5.1.To the extent that the Owner elects to take legal assignment of subcontracts and purchase orders(including rental agreements),the Construction Manager shall,as a condition of receiving the payments referred to in this Article 13,execute and deliver all such papers and take all such steps,including the legal assignment of such subcontracts and other contractual rights of the Construction Manager,as the Owner may require for the purpose of fully vesting in the Owner the rights and benefits of the Construction Manager under such subcontracts or purchase orders.All Subcontracts,purchase orders and rental agreements entered into by the Construction Manager will contain provisions allowing for assignment to the Owner as described above. § 13.1.6.1 If the Owner accepts assignment of subcontracts,purchase orders or rental agreements as described above,the Owner will reimburse or indemnify the Construction Manager for all costs arising under the subcontract,purchase order or rental agreement,if those costs would have been reimbursable as Cost of the Work if the contract had not been terminated. If the Owner chooses not to accept assignment of any subcontract,purchase order or rental agreement that would have constituted a Cost of the Work had this agreement not been terminated,the Construction Manager will terminate the subcontract,purchase order or rental agreement and the Owner will pay the Construction Manager the costs necessarily incurred by the Construction Manager because of such termination. § 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 AIA Document A133TM—2019.Copyright©1991,2003,2009,and 2019 by The American Institute of Architects.All rights reserved.The"American Institute of Init. Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be used without permission.This document was produced 22 by AIA software at 10:30:39 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. User Notes: Pao? I"86f 478 Agenda Item #9. 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 (Paragraphs deleted) for Work properly executed; costs incurred by reason of the termination,including costs attributable to termination of Subcontracts,demobilization costs and attorneys' fees; and reasonable overhead and profit on the Work not executed. § 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 upon review and approval of same. § 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 $1,000,000.00 for each occurrence and $2,000,000.00 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 $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. § 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 $500,000.00 each accident, $500,000.00 each employee,and $500,000.00 policy limit. § 14.3.1.5 Professional Liability covering negligent acts,errors and omissions in the performance of professional services, with policy limits of not less than $1,000,000.00 per claim and $1,000,000.00 in the aggregate. § 14.3.1.6 Other Insurance AIA Document A133TM—2019.Copyright©1991,2003,2009,and 2019 by The American Institute of Architects.All rights reserved.The"American Institute of Init. Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be used without permission.This document was produced 23 by AIA software at 10:30:39 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. User Notes: Pao? I"86f 478 Agenda Item #9. (List below any other insurance coverage to be provided by the Construction Manager and any applicable limits) Coverage Limits N.A. N.A. § 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 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,Exhibit B,Insurance and Bonds,and elsewhere in the Contract Documents. § 14.3.2.1 If applicable,the Construction Manager shall provide bonds as set forth in AIA Document A 13 Yml -2019 Exhibit B,and elsewhere in the Contract Documents. § 14.4 Notice in electronic format may be given pursuant to Article 1 of AIA Document A201-2017. § 14.5 Other provisions: 14.5.1 In the event of a dispute arising out of or relating to this Agreement,the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs incurred at both the trial and appellate levels,including fees and costs to establish the amount of fees and costs to be awarded after entitlement thereto has already been determined,from the other party.Venue of any litigation between parties shall lie in Palm Beach County,Florida. 14.5.2 In the event a Watch or Warning for a Tropical Storm or Hurricane is issued for Palm Beach County,and/or if a Tropical Storm or Hurricane makes landfall adversely affecting the Project Site, all labor,material and equipment associated with the preparation and clean up before and after the storm will be billed directly to the Owner on a time and material basis.Delays in the Work attributable to matters described herein shall allow Construction Manager to claim extended General Conditions directly incurred by Construction Manager,plus increased costs directly incurred by Construction Manager,and the Substantial Completion Date shall be extended by Change Order for such reasonable time as the parties may reasonably determine. 14.5.3 If the Work is delayed or stopped due to a tropical storm,hurricane,Act of God, event of force maj eure, governmental requirements or state of emergency,epidemic or pandemic,Homeland Security Threat or other cause(s) beyond the Construction Manager's control,Construction Manager shall be entitled to adjustments to the Contract Time and/or the Contract Sum,as the case may be,as a result of such work stoppage or delay and Owner agrees to pay additional costs related to price increases as a result of same.If Owner and Construction Manager cannot agree upon such adjustments to the Contract Time and/or the Contract Sum and/or price increases or if Construction Manager reasonably determines that it is impractical and/or impossible to continue or complete the Work as a result of the circumstances discussed herein,Construction Manager shall have the right to terminate this Agreement and shall be paid in full for all labor,services and materials in place or stored on the project up until the date of termination.Upon termination,the Construction Manager shall reserve all rights and remedies available pursuant to the terms of the Contract Documents, including those available pursuant to Article 14.1 of the AIA Document A201-2017. 14.5.4 Owner shall cause Architect to update drawings showing revision date with"delta"number and draw cloud around changed area.Owner will pay Architect to change plans for any value engineering or cost savings used on Owner's behalf. AIA Document A133"—2019.Copyright©1991,2003,2009,and 2019 by The American Institute of Architects.All rights reserved.The"American Institute of Init. Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be used without permission.This document was produced 24 by AIA software at 10:30:39 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. User Notes: Pa 72%86f 478 Agenda Item #9. 14.5.5 When on site,Owner and Architect and all of their invitees agree to abide by Construction Manager's reasonable Project site safety rules and directives. In the event Owner desires to bring its invitees or other guests to the site prior to substantial completion of the Work,Owner agrees to require that such invitees provide Construction Manager with a release on Construction Manager's approved release form prior to entry on the site. 14.5.6 Indemnity. In consideration for the indemnification under Paragraph 3.18.1 (A201)and other consideration set forth below,Owner agrees to defend,indemnify and hold harmless Construction Manager from and against any and all claims, damages,losses and expenses,including but not limited to attorneys' fees,against the Construction Manager and/or Owner(if Construction Manager is named as a defendant in any lawsuit)where the basis of the action arises out of Work performed or to be performed by Owner or its separate contractors to the extent caused by the negligence, recklessness or intentional wrongful misconduct,acts or omissions of the Owner or its separate contractors. Construction Manager shall select the attorney(s)to represent it regarding any such claim or lawsuit. Owner shall pay Construction Manager's attorneys' fees and expenses on a current basis(within 20 days of submission of invoice).It is the parties' intent that these indemnification provisions comply in all respects with the provisions of Section 725.06,Florida Statutes. To the extent that these indemnification provisions are found not to comply with Section 725.06,Florida Statutes or any other applicable legal requirements,the indemnification obligations shall not be nullified,but shall instead only be deemed modified to the extent necessary for such indemnities to constitute enforceable indemnities under Section 725.06, Florida Statutes or applicable legal requirements. Such obligation shall not be construed to negate,abridge,or reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in this Paragraph. 14.5.7 Existing and Unforeseen Conditions.Notwithstanding anything contained in the Contract Documents to the contrary,the Owner expressly agrees that Construction Manager shall not be liable for any loss,damage, liability or expense arising from or related to any existing or unforeseen conditions at the Project,including,but not limited to the following: (i)existing site, soil or structural conditions,including,without limitation,damage caused to any of the foregoing by any cause or party other than Construction Manager; (ii)work or construction activities not performed by Construction Manager; (iii)materials or equipment not furnished by Construction Manager;(iv)damage resulting from improper or insufficient maintenance by the Owner or its employees;(v)the presence of any hazardous or toxic materials or substances,including mold,asbestos containing materials,petroleum products,polychlorinated biphenyl(PCB)or any other hazardous or toxic material or substance;or(vi)any other existing or unforeseen condition existing at or on the Project that Construction Manager could not have reasonably discovered prior to Construction Manager's commencement of Work on the Project(items(i)—(vi)are hereinafter collectively referred to as the"Existing/Unforeseen Conditions").In the event that any of the Existing/Unforeseen Conditions result in any additional expense to Construction Manager or affect or delay Construction Manager's performance of the Work at the Project,Construction Manager shall be entitled to an adjustment in the Contract Sum and/or Contract Time.In connection with the Existing/Unforeseen Conditions and the Work to be performed by Construction Manager at the Project,Owner agrees that Construction Manager shall be entitled to rely on the information and reports provided by Owner to Construction Manager in evaluating the Project and the Existing/Unforeseen Conditions. 14.5.8 In the event Owner or Owner's representative has separately contracted with any subcontractor's or trade contractor's("Separate Contractor")to perform work at the Project("Separate Contractor's Work")and requested or required Construction Manager to utilize the services of said Separate Contractor for the Project,Owner understands and acknowledges that Separate Contractor's Work is outside of Construction Manager's scope of work and that its obligation to pay Separate Contractor shall be separate from its obligation to pay Construction Manager.Owner shall be responsible for all payments due to Separate Contractor. Owner acknowledges that Separate Contractor is responsible to warrant the quality of Separate Contractor's Work and Separate Contractor shall be liable to Owner and Construction Manager for any defective work performed by Separate Contractor or damage to the work of Construction Manager or its subcontractors caused by the Separate Contractor. Owner acknowledges that Separate Contractor shall be responsible to furnish its own Commercial General Liability policy to Owner.Owner shall cause Separate Contractor to name Construction Manager as an additional insured in its Commercial General Liability policy for claims caused in whole or in part by the Separate Contractor's negligent acts or omissions during the Separate Contractor's operations. Any agreement entered into by Owner and Separate Contractor shall not affect the enforceability of this Agreement or any other Agreement entered into by Owner and Construction Manager. 14.5.9 The construction industry is currently experiencing extreme price and supply volatility with material and labor. To every extent possible,Construction Manager will lock in prices from subcontractors and suppliers for materials. However,due to current market fluctuations,the prices of these materials are subject to sudden,significant changes, and AIA Document A133TM—2019.Copyright©1991,2003,2009,and 2019 by The American Institute of Architects.All rights reserved.The"American Institute of Init. Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be used without permission.This document was produced 25 by AIA software at 10:30:39 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. User Notes: Pa 72011 86f 478 Agenda Item #9. firm prices cannot always be obtained from subcontractors and suppliers. If the cost of materials used or to be used to perform the Work increases or decreases from the cost of the same materials(s)included in the original subcontractor's or supplier's proposal used to establish the cost of the Work,then the Contract Sum shall be increased or decreased by the actual amount of the cost increase or decrease(with no additional profit or overhead to the Construction Manager).If shortages of materials cause delay in the schedule,then the schedule shall be modified accordingly and Construction Manager shall have the right to request additional general conditions for the period of the time the contract is extended. 14.5.10 ACCORDING TO FLORIDA'S CONSTRUCTION LIEN LAW(SECTIONS 713.001-713.37,FLORIDA STATUTES),THOSE WHO WORK ON YOUR PROPERTY OR PROVIDE MATERIALS AND SERVICES AND ARE NOT PAID IN FULL HAVE A RIGHT TO ENFORCE THEIR CLAIM FOR PAYMENT AGAINST YOUR PROPERTY. THIS CLAIM IS KNOWN AS A CONSTRUCTION LIEN.IF YOUR CONTRACTOR OR A SUBCONTRACTOR FAILS TO PAY SUBCONTRACTORS, SUB-SUBCONTRACTORS,OR MATERIAL SUPPLIERS,THOSE PEOPLE WHO ARE OWED MONEY MAY LOOK TO YOUR PROPERTY FOR PAYMENT, EVEN IF YOU HAVE ALREADY PAID YOUR CONTRACTOR IN FULL.IF YOU FAIL TO PAY YOUR CONTRACTOR,YOUR CONTRACTOR MAY ALSO HAVE A LIEN ON YOUR PROPERTY. THIS MEANS IF A LIEN IS FILED YOUR PROPERTY COULD BE SOLD AGAINST YOUR WILL TO PAY FOR LABOR, MATERIALS,OR OTHER SERVICES THAT YOUR CONTRACTOR OR A SUBCONTRACTOR MAY HAVE FAILED TO PAY. TO PROTECT YOURSELF,YOU SHOULD STIPULATE IN THIS CONTRACT THAT BEFORE ANY PAYMENT IS MADE,YOUR CONTRACTOR IS REQUIRED TO PROVIDE YOU WITH A WRITTEN RELEASE OF LIEN FROM ANY PERSON OR COMPANY THAT HAS PROVIDED TO YOU A"NOTICE TO OWNER."FLORIDA'S CONSTRUCTION LIEN LAW IS COMPLEX,AND IT IS RECOMMENDED THAT YOU CONSULT AN ATTORNEY. 14.5.11 This document maybe executed in 2 or more counterparts and a handwritten signed copy of same transmitted by facsimile,email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of same for all purposes. 14.5.12 INSPECTOR GENERAL:Pursuant to Article XII of the Palm Beach County Charter,the Office of the Inspector General has jurisdiction to investigate municipal matters,review and audit municipal contracts and other transactions,and make reports and recommendations to municipal governing bodies based on such audits,reviews,or investigations.All parties doing business with the Village shall fully cooperate with the inspector general in the exercise of the inspector general's functions,authority, and power. The inspector general has the power to take sworn statements,require the production of records,and to audit,monitor,investigate and inspect the activities of the Village,as well as [Entity] and lobbyists of the Village in order to detect,deter,prevent,and eradicate fraud,waste,mismanagement,misconduct,and abuses. 14.5.13 PUBLIC RECORDS:In accordance with Sec. 119.0701,Florida Statutes,the Contractor must keep and maintain this Agreement and any other records associated therewith and that are associated with the performance of the work described herein.Upon request from Village's custodian of public records,the Contractor must provide the Village with copies of requested records,or allow such records to be inspected or copied,within a reasonable time in accordance with access and cost requirements of Chapter 119,Florida Statutes. If the Contractor fails to provide the public records to the Village,or fails to make them available for inspection or copying,within a reasonable time may be subject to attorney's fees and costs pursuant to Sec. 119.0701,Florida Statutes,and other penalties pursuant to Sec. 119.10,Florida Statutes. Further,the Contractor shall ensure that any exempt or confidential records associated with this Agreement are not disclosed except as authorized by law for the duration of the Agreement term,and following completion of the Agreement if the Contractor does not transfer the records to the Village.Finally,upon completion of the Agreement,the Contractor shall transfer,at no cost to the Village,all public records in possession of the Contractor,or keep and maintain public records required by the Village.If the Contractor transfers all public records to the Village upon completion of the Agreement,the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the Agreement,the Contractor shall meet all applicable requirements for retaining public records.Records that are stored electronically must be provided to the Village,upon request from the Village's custodian of public records, in a format that is compatible with the Village's information technology systems. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119,FLORIDA STATUTES,TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC AIA Document A133TM—2019.Copyright©1991,2003,2009,and 2019 by The American Institute of Architects.All rights reserved.The"American Institute of Init. Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be used without permission.This document was produced 26 by AIA software at 10:30:39 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. User Notes: Pa 72JL$bf 478 Agenda Item #9. RECORDS RELATING TO THIS AGREEMENT,PLEASE CONTACT THE VILLAGE CLERK, RECORDS CUSTODIAN FOR THE VILLAGE,AT(561)768-06851 OR AT lmcwilliams@tequesta.org,OR AT 345 TEQUESTA DRIVE,TEQUESTA,FLORIDA 33469 14.5.14 GOVERNING LAW AND VENUE: This Agreement shall be governed in accordance with the laws of the State of Florida,and venue for any action enforcing the terms of this Agreement shall be Palm Beach County,Florida. 14.5.15 SEVERABILITY: If any provision or any portion thereof contained in this Agreement is held to be unconstitutional,invalid,or unenforceable,the remainder of this Agreement or portion thereof shall be deemed severable and shall not be affected and shall remain in full force and effect. 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 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 .2 AIA Document A133TM-2019,Exhibit (Paragraphs deleted) A-1,Guaranteed Maximum Price Amendment for the Demolition Work,and the Exhibits thereto,to be executed by the Parties simultaneous with execution of the Agreement.The Owner and Construction Manager agree and understand that a Guaranteed Maximum Price Amendment will be executed for each portion of the Project(i.e.,Demolition Work and Community Center Work),which shall be sequentially identified as Exhibits A-1 and A-2. Once executed by the Parties,such Guaranteed Maximum Price Amendments shall be considered part of the Contract Documents and the information,Exhibits and materials associated therewith shall be incorporated into this Agreement. (Paragraphs deleted) .3 AIA Document A133TM-2019,Exhibit B,Insurance and Bonds .4 Exhibit C. Site Plan .5 Exhibit D.Preconstruction Services Summary .6 Exhibit E,VDC Services Summary (Paragraphs deleted) .7 AIA Document A201 TM-2017,General Conditions of the Contract for Construction This Agreement is entered into as of the day and year first written above. OWNER(Signature) CONSTRUCTION MANAGER(Signature) Erik Himmel President-Commercial (Printed name and title) (Printed name and title) AIA Document A133TM—2019.Copyright©1991,2003,2009,and 2019 by The American Institute of Architects.All rights reserved.The"American Institute of Init. Architects,""AIA,"the AIA Logo,and"AIA Contract Documents"are registered trademarks and may not be used without permission.This document was produced 27 by AIA software at 10:30:39 ET on 11/04/2020 under Order No.6082912395 which expires on 05/31/2021,is not for resale,is licensed for one-time use only,and may only be used in accordance with the AIA Contract Documents°Terms of Service.To report copyright violations,e-mail copyright@aia.org. ,fig User Notes: Pa 72 86f 478 Agenda Item #9. Exhibit A - Demolition GIVIP Cost Summary HEDIUCK ■ U ■ BROTHERS ■ ■ C0NSTRUCTI0N TEQUESTA COMMUNITY CENTER DEMO EXISTING STRUCTURE 399 SEABROOK RD Cost Summary November 2, 2020 02 21 00 :Asbestos/Mold/Lead Abatement-ALLOWANCE $ 10,000 024100 1 Demolition $ 31,800 22 00 00 ::Plumbing $ 5,000 23 00 00 :HVAC-ALLOWANCE $ 1,500 26 00 00 :Electrical $ 24,150 313000 :Site Work $ 2,500 32 80 00 :Irrigation &Landscaping (by Owner) $ - �UBTOTAL 74,950 01 21 00 :Construction Contingency $ - 00 70 00 :General Conditions $ 29,792 01 0000 :General Requirements $ 21,383 0031 00 :Inspections,Testing By Owner 01 41 00 i Permits By Owner 00 73 00 :Builder's Risk Insurance By Owner 0061 00 :Subcontractor Default Insurance $ 250 00 73 00 :General Liability I $ 1,640 00 00 00 :Construction Fee I $ 8,321 Page 204 of 478 Agenda Item #9. O C\j u i C) i �v1 O = o O u z a� i (6 7 0 V t p UJ N 4w a)Q � = L m0- C O CD = a _ o m M W a' a vi y = tM o 3 M d 81 c a MR , __ — of — ul Ocu oC Q u 3 0 = m o0o a = �, m m c L° w L Ln *' a� � O = }' > M � L s as = a >_ = H = cn 7 U cC W GJ N O tJ 'u �' E O R W V ��+ �; a \ a M ce N u ,U w, E _ �, V m Lno o Ln 0 3 � N \ N �-+ V) M \ t W o /E Ln O V _ o O Ln +, W N Z -W r• r• L `� `� i x Q W p \ Ln w U U a J 0 V r• �� O r• LU o N 2 V, L 00 N N C a)+� C +- � u V) c6 O O m o bA z ° +� ~ a) o z _ _ O i V N a co cn L. i " CoM O _ 4 1 U L N N > O u n o ° =O O U u Q0 DwLu � a 0 U U —i L o V Ln O E E O z DD Oc-I ca cv 0 ° ♦♦ n wO r-1 I 00 Ol M Ln I n I- 00 0) O M M Ln (Z V D_ LO 110 I- 00 Q) r-1 r-1 Rt r-1 r-1 00 r-1 r-1 Rt M M M M M N Rt Rt Itt X p - Ln LZ w rl rl }i z O ON r-1 r� r-1 O r-1 r-1 rl N r-I c-I c-I c-I N c-I c-I r-1 O N O O O \ N N r-1 r-1 N O N O \ N N N `� N N I-- `' N N N \ N N N \ N N O N r-1 \ \ N N \ N \ N c-I \ \ \ O \ \ N \ r-I r-I \ O N \ \ \ \ N \ \ N \ N r-1 00 \ \ LM \ Ql \ N U) Ln R* rl Ill o0 \CT) Ln N N U) rl \ Ln N N N V♦ z 00 00 \ M \ r-1 \ r-I r-I r-I 00 \ \ ON N \ \ \ -4 \ \ \ dl N \ r-I � \ \ N Ol rO \ \ � \ \ \ rN-I r\-I r\-I N N N N O- r-1 r-1 N N r-1 r-1 r-1 N N lC rl N c-I c\-I c-I \ \ N rl N M N M M u V) = C r r C C C C C = C C C C C r1i C CO O ) O O O O O O O O O O w O O O O 3 O O C C aia)U LL L L L C L L L ry O O O ' O O ON O O \ ON \ OfV r i r-I O O O \ O N N r-1 r-1 r-1 r j r-l r-I c-I c-I ri V) N N \ N N l0 \ \ N N r i N N O N r-i \ \ ri ri ri r-I N N N N \ N N \ \ \ N \ \ r� I, r� cV \ \ N \ \ N \ N cV In N N N N \ \ \ \ Lr) z 00 00 \ Ln M \ \ \ N cV Ol \ Ln � \ O \ N r-I \ \ \ \ Ol Ol l0 r-I r-I to l0 \ \ M M N N \ r-i r-I r j \ \ l0 CV N \ \ Ol Ln Ln M r-I r-i N \ \ rl r-1 a) Ol N \ O r-I c-I \ c-I N \ \ \ rl \ \ r-I N N \ \ \ \ \ \ \ N N M 0 M O O r-I r-I ri r-I r-i c-I r-i c-I c-I N r-I r-i N ri ri c-I c-I c-I c-I N N \ \ N + >, ■ i C C C C a) a) a) a) 3 O C a) C N N 0) aJ a) a) a) C C N a) N N a) a) _�_ /.� W/ s - CO s CO CO CO � C s s i i C° C 5° 3 3 3 C C C C C° C° 7 C i i C >v M �' O IL G G G IL IL G G G G IL IL > H v) H > > > 0 NIA v1 vl V) V) > V) v) > to s= 5= 1= W Q O cn 1 M :n cn 0 M � cn � M in M c: c: cn o cro Y Y Y Y Y Y 'D cro Ul)Y coo coo Y c� - -0 coo coo rho M -0 M cq M -0 M M M z -0 � � N � 3 �00 N -0 � -0 � � - o N O -0 -0 -0 - O - � ,� -a -0 � Q 00 O r-I r-I r-I M r-1 r4 M r-1 N r-I N O N r-1 O o0 O Gl N M I_c'1 r-1 M r-1 r-1 rl M r-1 N l0 M W �O _ ry U0 L r O ra a) � � ♦ o Q a1 C C 4 O w - C a v 4� v a, O O C a1 4O E � L c6 ca i E v 4C: to U -a 0 -0 W Q = Q 4J — _v ° w _ p � o co a cam) C m +_+ +� a a) cv ++ — Q — Z O �' C Q (D O aA v �, +� cyc E on C N M +,- � Ln Ln a O Q s Ln C t 0 V' C }, +� E E 3 +� +� 06 d Q E. v) _ w V) O °N) Ln > � - v > v E v v _ x aA p ° m O � a) >Ln a a) d O — w N N tw C _ +, a O ca > pp O O E Q I Q OE 4-1 o O LO n tuo aj o v N w :115 —Ln a) E E � w a) Q a m = `� o N N U m }' }' ++ CO� 4- O U a co 4, 4, 4, t o Q a1 m O _ a) L N c.� L LC� flOO +-+ Z �, W W a) +, a) +, UD aJ O += -0 coo +-+ U O L L N a) O w C O -Y `^ +� " Q Q Ljr) C: Q E ° v E E c� ° O o " aEi a�i N o >, " v x z ° O o 0 o a, O a, a, ° a, a, w cn Q u c c> > w IL M Hp u L U cn U M M U (7 0 oc oc � In Q � In m oc ° � � V L Q) L � E ■■■�' O ■ fi fi fi fi fi fi fi fi fi +� +� +� fi fi fi fi fi fiV, fi v o Z aai a, �j O r- N M � Ln Q0 I� M M O r- N N M M Q0 I- W M O r- N M M C.0 r— +� Ln l0 I— 00 d1 N N N M M M M rn M M M � c6 +i u tF C) Q Page 205 of 478 Agenda Item #9. C) ++ O N O O N a O y `� ++ ai, C � V r- CA Z M = E o 10 p V1 •� d V = � O a;z C G C tM = � y = _ _ M O LL is i u _ M ;A i d V M 06 pl 81 4w of ;A i V) O L. 0 4wp1 ++ _ = E M a-' M = N w 0 = C 4w 4w M O O N GGG7 j U R = CO\1 \ \ L , i = W .y V _ Ln M O C\1 G ' d �Vf O 01 C1 co V O + W+ -WO O O CO > CO ppy W + = N E w 0 > �S u m i R � •� - -__ M n n m i D 3 4. 00 00 00 N L O a1 l7 V �, R X 0c0 \ 7 = V 3 07 W M M \ \ O ry O O a� OC ate• N d N O O L 0 \ Y, G ti Ln oC N Q a -W W _ L.L. NJ VILL L z L W N V � n\n OOONM% V � n\n w ■� < V) w u 0 D ° W L ° a;z a, L + .L .i O Q J w 0 V V a 0 �/ O w Y v� O L U LC) ai N Q N 2 I I `�' UA _O O H ++ cr X L N N dA pA J U- O X _ 0 V' m ate+ fa _ W _O L aO+ tw C N C N C N _ O0 I- — N �_ DC U M O aJ `� ca '� L a) i �O-1 cu � > � � > � O � fY tUD }, ca 3 N U � i A\ z _0 U U N O N O O 0 X X a � v a t ?� _ taA t O _ � N �" ca ca c6 ca O ca U }' c6 U ra cB cB v�i �' U a� u n On w can (ten N ,�i� �' >' 0 Ln C aJ L Ln Ln >' N W W Ln N +' Ln Ln N C C C C X C +� M C �-' N C C N a l O cB L v7 -� _ U- _ _ U- _ w � _ _ cn CL _ cn _ Q _ _ Q cn U _ 2 2 _ 2 i a _ _ 0 0 L a) o Ca ca fa_0 00 E E N 0 z v + Cn Lr) rn� � � M M (� (� o O cN N N Lf 1 I� 00 00 s ♦♦ U 00 O O N M -zt Ln lD lD 00 m m r i N M -,t Ln to I, 00 a) O lD t Lr) Ln lD lD CJ1 O r-1 N CY) a) N V Itt Itt Rt Ln Ln LO LO LO LO Ln LO LO LO Ln l0 l0 l0 l0 l0 tD w l0 l0 I- Ln I- I- I- N I- I- 00 00 00 N N E X Q - 2 Ln i� w 7 r-I z r-I r-I r-I r-I N r-I r-I Q N N N N r-I r-1 N r-1 N r-1 N r-, N \ c-I N N r-i r-, r-1 r-1 r-1 N \ (N \ \ \ r-i r`I N N \ N N N \ N \ N \ r`I r`I N N N O N N r-1 \ \ cV N N r`I N N \ r \ t:t r-1 N N \ \ lD \ \ c-I \ lD \ lD \ O N N \ \ \ r-I \ \ N r`I 00 \ \ \ N \ \ N V♦ z r-I lD N r-i M \ \ O c 4 r� I, r- N 111 N N r`I M \ \ r`I 00 Ln \ N LP) \ N N 0) lD r-1 \ O r-1 O lD lD N \ \ \ -' \ r`I \ \ \ N \ N U) N N \ r-I N \ \ \ \ n1 \ I� r-1 M \ M \ M � M r`I \ \ lD lD lD \ 0) \ r- 00 00 \ 00 \ \ \ \ O r-I \ I� c-I I� r- 00 \ Q) \ \ \ O O a) M \ LO LO 0 clD \ I- 00 a) a) a) a) r-1 lD \ 0 c00 CJl a) all r-1 `" O a) a s a) a O O O O a) 0 O a) a) O a 0 ^ O O O C W a) O C a V D - � 2 � � 2 � ry _ ' c-I N fV fV N N r-j c-I r-1 r-1 r-1 (N N V) \ Lr) O cV N N r`I N r`I r-1 r-1 r-1 r-1 r-1 r-1 N r-1 N \ r J r-I \ \ \ N N N N N r-1 rr-l7 \ \ \ N \ r-I N N N N N CV CV \ N Ln\ \ r`I CV CV a) N N M \ \ \ \ \ N N � Lr) z 00 r-1 00 LO Lr) \ I� N \ \ \ \ \ \ \ I� \ I� N r-I N \ CV CV \ \ N Lr) Lr) N M O \ \ 00 r-I r 1 r-1 N N r-1 N \ r-1 M M 00 00 00 lD N M r-1 \ M \ O \ \ 00 00 \ \ \ N N r-1 I- N \ \ \ }� O M M M M M \ \ l\D (Z � \ \ \ n M M 00 \ \ CJ1 CJ1 \ lD I� n ^ ^ M \ 01 01 C11 p ■ U +� C LO Ln lD lD I- -a M M _0 _0 1p lD C C 00 E >, L U O a) O O O O a) O O a) aJ a) a) W a) O a) a) O O O O a) O a) a) a) T t S S S =3 i i t t =5 i i i =3 =3 =3 =3 i i i i t S =3 i -r- ct� ca O (ten H H H H H U- � H H H Ii Ii LL H H H H Ii LL LL Ii H H H H v� C ■� - — (n (n (n (n (n u7 N N V) N to C 0 N 0ul �` N >` ul >� 0 V) (n �` �` (n ul >� (n (n to 0 0 00 M (n (n �` �` to 0 >- Ln to N >- >- C) WM 03 M fa ca _0 ca (0 Y M M M M M M M M M M M M M M M -0 M M M -0 -0o z � _0 _0 _0 � N O lD O O O cn M N O 00 Ln Ln r-i Ln r-1 00 r-i CT) N M 00 r-i N I- Ln r-i lD zt M Ln 00 Ln Ln r`I M M r-1 r-1 Ln M r-1 1:t I:t Ln r-1 N J W ry r - ♦ o N q0 nn _ O In C — Ln _0 a) O Q N aJ on � � � (n C O C I Q O II O !E O O U- C _L- 4-1 X dA O O N ++ N O O C O O L-r u r +� UO O EC O _0 W� - ( M a U O 5. OC D CUa C: +-1 -0 > C o ++ O NQ (7 O oLn � U a0X U � 4,X U U cn 0 Q w w0 w C� 0O a U f7C }tao , O +6 � a (n +6 +6 Z.Y +a 4° +° O � }' +a C U C � � O +° Q 4--' +a Q C 2 i i a rN-I C C C O O °•i z cLU � c L w p in c—n Ln a Ln S i S Q c c Q ci V — — — — V M�� Lei-"e E■■■ r- �� - v° o ■■■ N Q Z a) bj 0 M M CDr- N M M lD I- M M CDr- N M Ln k.D I` M al O r- N M LIl �-O I-- CO CY) O 00 N M L(1 4--+ x u M Ln Ln Ln Ln Ln Ln M M Ln k-0 �O lD lO lD �O k-0 uO uO (_0 I-- I` I` r- I` r Imo- 00 00 CO o0 00 00 L RS Page 206 of 478 Agenda Item #9. C) u c p G� G�i Z ii V 0 a c _ _ 0 0� = m o s E �� _ \ = GJ 3 - 'i = �i W >V) IA0 V V _ ii 0 V E W LL � N DCY C C of M 0 u Ln _\ 'A O4- LA0 O O Ln G1 L a.�Q L M D N N a) 0 L L � a) is i /D cM N V L G I..V N w L z > w u u U L � - w M— < w u O cu w N � > M A\ L ° c M v W Q,z L u u_ �1 i x (6 .}' 0 J D w V V +� -C O w [6 p C) LL C: a� c o aJ " c M +-Ln O O > , Z Ln O 4-' =3 Lsn E Q E S _0 - - - - - w _ _ n On N N N N N w N -0 � .E Q LJ u c c c c c N LL Ln O Q LL 0 i i M N (6 (6 O z 00 00 00 0') O o ri ` � C:O rn Cl) ��..r M M M 0 o ♦♦ u r- Ln M 00 N M Ln (.0 00 i V CL 00 00 00 00 00 00 00 Ql Ql Ql Ql Ql Ql M M Lnii w }� Q r-1 r-1 \ N r`1 N N N N N O \ \ /A 7 T \ N \ \ \ \ \ z r-I r-I r-I V♦ \ \ � N \ M N a) N 0) \ \ \ O \ \ 00 N N N \ \ r-I N N 0 0 0 � O Q\) O o r-1 r-i Ocop � .� .� `� (D O (31 a) (I1 LL -G G LL Li LL OC r-1 1 r-1 N r-1 CV r-1 r-I N r-1 \ M rNj r-1 r \ \ \V) r-1 r-1 r-1 N L \ O N N N r� N L.f) -I- N r-1 M r-1 `� r-1 z \ \ r-, \ \ r, Ln \ \ \ \ \ r-1 c-I \ O r- \ r-1 O r-1 r-1 r- \ cV c O \ \ O \ (jl r1 0 r6 u o o �' � w v a, a� o O a, a, a, 0 � .� - - s , � 1 u u u M Z) N C z :3 _0 _0 _0 ,n _0 _0 _0 _0 _0 _0 _ -0 I� r- M r-i l0 r�- 1p Ln N Ln r-1 M O J w O }' U E E 06 •i Q ?� qA � � c w � v7 co a) in =3 V c 0 v O in Q ra 00 � Ca Q H L cn a 0 a O O O -C O -0 O +� U a C: U L U O E U c N � a E s Q a, ra cz ra ra O v +� A LnE � }, c o Ln (n (n (n N (n C w N O C Sao u c c c c c c N LL N > o v o z � U E E ■■■ O ii O c Z a) (L) mom o QO I- CO M O r- N M Ln lD f- M 0) 4- �iu CO CO CO w Ol Ol Ol Ol M M M M Ol dl i C) d Page 207 of 478 Agenda Item#9. 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C5 0 0 C," 2 �<w F: 000� I I 4� 0�0 F- -j LIU w 0 0 =j 1 0 LU LU z -j 0 0�! 0 CY 0 6 `2 U) to 09 > ui 14 Z o, F- -————— Cr- oo z ----------- Ae 5i z 0�2 of 0 '7t �-7-1 u ol tb 1 1.2 0 z § /CO2 7, #12 j"I------- o �11 lb 01 o LU 01 > z W LU 41 z 7 z LL-COL M.90,00.00NH 0 02 0 D L) w co 0 rn I I z z I 0 -4- 9'a 4 Lo < 10 EL A, b. W-1 Wk W2 OO-6LC MLY,A9LOON A3a J ns SlHi O Vd V ION A3*1%3Hi AO"Vd V ION Page 208 of 478 Agenda Item #9. Exhibit D - Preconstruction Services Summary Preconstruction and Virtual Design Services H B Contact: Doug Gordon Project Name: Tequesta Community Center Project Number: 20-399-01 Project Architect: REG Architects Project Type: Municipal Project Size (Buildings &Site): N/A(demo) Scheduled 11/16/2020 Scheduled 1/18/2021 Total Duration 3 wks (Estimate Deliverable#1) Design Development 50%Set Precon Manager 3 wks $6,400.00 5% $960 Estimator-Level 3 3 wks $5,600.00 50% $8,400 Estimating Coordinator 3 wks $2,080.00 5% $312 Expenses Sub Total $9,672 Total Duration 3 wks (Estimate Deliverable#2) GMP Precon Manager 3 wks $6,400.00 10% $1,920 Estimator-Level 3 3 wks $5,600.00 75% $12,600 Estimating Coordinator 3 wks $2,080.00 5% $312 Expenses Sub Total $14,832 Total Duration 1 wks Value Engineering Deliverable Precon Manager 1 wks $6,400.00 10% $640 Estimator-Level 3 1 wks $5,600.00 50% $2,800 Expenses Sub Total $3,440 Total Duration 12 months Develop Schedule &Site Logisitcs/Phasing Plan Precon Manager 2 wks $5,280.00 25% $2,640 Expenses Sub Total $2,640 months Permitting Assistance/Coordination Project Manager 6 wks $5,280.00 10% $3,168 Meetings w/City 4 ea $420.00 $1,680 Permit Expediter 0 wks $0.00 0% $0 Expenses Sub Total $4,848 Total Duration 18 wks Meeting/ Full Duration Weekly Preconstruction Meetings 8 ea $272.00 100.0% $2,176 Expenses Sub Total $2,176 Estimating Total $37,608 Page 209 of 478 Agenda Item #9. Exhibit E - VDC Services Summary Virtual Design and Construction Cost Breakdown H B Contact: Doug Gordon Project Name: Tequesta Community Center Project Number: 20-399-01 Project Architect: REG Architects Project Type: Municipal Project Size (Buildings &Site): N/A(demo) Schedul 11.16.2020 Schedul 1.18.2021 Preconstrcution- BIM Execution Plan Meetings Director of VDC 8 Hrs $124.00 $992 VDC Manager 0 Hrs $100.00 $0 VDC Assistant 0 Hrs $90.00 $0 VDC Coordinator 0 Hrs $85.00 $0 Expenses Sub Total $992 Preconstrcution- BIM Modeling Architecture, Structure and MEP Director of VDC 80 Hrs $124.00 $9,920 VDC Manager 80 Hrs $100.00 $8,000 VDC Assistant 0 Hrs $90.00 $0 VDC Coordinator 0 Hrs $85.00 $0 Expenses Sub Total $17,920 Preconstruction- BIM Coordination Meetings/CLASH Meetings Director of VDC 40 Hrs $124.00 $4,960 VDC Manager 40 Hrs $100.00 $4,000 VDC Assistant 0 Hrs $90.00 $0 VDC Coordinator 0 Hrs $85.00 $0 Expenses Sub Total $8,960 Construction- BIM Coordination Meetings/CLASH Meetings Director of VDC 40 Hrs $124.00 $4,960 VDC Manager 40 Hrs $100.00 $4,000 VDC Assistant 0 Hrs $90.00 $0 VDC Coordinator 0 Hrs $85.00 $0 Expenses Sub Total $8,960 Preconstruction Phase Total $27,872 Construction Phase Total $8,960 Project Total $36,832 Page 210 of 478