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HomeMy WebLinkAboutC2019-540 - 10/11/2019 - NA DEFERMENT AGREEMENT STATE OF TEXAS § § COUNTY OF NUECES § This deferment agreement ("Agreement") is entered into between the City of Corpus Christi ("City"), a Texas home-rule municipality, and Del Mar College District (the "Governmental Entity"), in order to defer the completion of certain required public improvements prior to recording the final plat of Del Mar South Campus Block 1, Lot 1, Corpus Christi, Nueces County, Texas (the "Plat"). A copy of the Plat is attached and incorporated by reference into this Agreement as Exhibit 1. WHEREAS, the Governmental Entity is obligated under Section 8.1 of the Unified Development Code ("UDC") to construct the required public improvements before the final Plat is endorsed by the City's City Engineer or Development Services Engineer, as applicable ("City Engineer"); WHEREAS, the Governmental Entity is seeking to delay the construction of the required public improvements ("Deferred Improvements") shown in Exhibit 2, which exhibit is attached and incorporated by reference into this Agreement, and to have the Plat filed immediately with the County Clerk of Nueces County, Texas; WHEREAS, in order to have the Plat filed prior to completion of the Deferred Improvements, the Governmental Entity has verified that a construction contract shown in Exhibit 3 has been awarded which provides for construction of the required public improvements for water, sewer, streets and drainage as set forth on plans previously approved by the City; WHEREAS, by signing this Agreement, the Governmental Entity represent that water and wastewater services are currently available to serve the subdivision; WHEREAS, by signing this Agreement, the Governmental Entity represent that they have completed all other subdivision and platting requirements under the UDC including required park dedications; WHEREAS, by signing this Agreement, the Governmental Entity represent that they have executed all park deferment agreements, maintenance agreements, and all special covenants required under the UDC, in accordance with the UDC; WHEREAS, the Governmental Entity is entering into this Agreement pursuant to Section 8.1.10 of the UDC in order to defer construction and record the final Plat. NOW, THEREFORE, for the consideration set forth in this Agreement, the City and Governmental Entity agree as follows: Page 1 of 6 Standard Form Deferment Agreement for Government Entity Template Version 4.1.19 SCANNED 1. The preamble to this Agreement is substantive content in this Agreement and upon which all parties to this Agreement have relied and will continue to rely during the term of this Agreement. 2. In consideration of the Governmental Entity' request to enter into this Agreement and Governmental Entity's representations in the preamble to this Agreement, the City agrees to waive the requirement that construction of the Deferred Improvements be completed before the final Plat is endorsed by the City Engineer and filed for record with the County Clerk of Nueces County, and City further agrees to allow the Governmental Entity to delay construction of the Deferred Improvements. 3. As a condition precedent to the City's obligations under this Agreement, the Governmental Entity must agree to constructing the required Deferred Improvements as shown in Exhibit 2. 4. Time is of the essence in the performance of this Agreement. Failure to complete Deferred Improvements with 12 months from the date executed by the last party signing this Agreement. 5. Unless otherwise stated in this Agreement, any notice required or permitted to be given by either party shall be in writing and must be given by personal delivery, fax, or certified mail, return receipt requested, postage prepaid, and notice is deemed sufficiently given if addressed to the appropriate party at the address shown for the party in the signature block of this Agreement or faxed to the fax phone number shown in the signature block for the party. Any party may, by notice to the other in accordance with the provisions of this paragraph, specify a different address or addressee for notice purposes. 5. Detailed construction drawings must be provided by the Governmental Entity and approved by the City's Departments of Development Services and Engineering prior to the start of construction of the Deferred Improvements. 6. The Governmental Entity shall construct the Deferred Improvements in accordance with the City's engineering standards in effect at the time of construction and in accordance with the construction drawings approved by the City departments pursuant to the paragraph above. 7 If Governmental Entity default in any of their covenants or obligations under this Agreement, the City Engineer shall send written notice to the Governmental Entity [(and may send notice to the Governmental Entity' project engineer ("Project Engineer"), if such address is known by the City] by certified mail, return receipt requested, advising the Governmental Entity of the default and giving the Governmental Entity thirty (30) days from date of receipt of the notice letter to cure the default. If the Governmental Entity fail to cure the default after receipt of notice and opportunity to cure, building permits issued for all or any portion of the real property that is the subject of the Plat may be revoked. Page 2 of 6 Standard Form Deferment Agreement for Government Entity Template Version 4.1.19 8. The City reserves the right not to issue building permits or certificates of occupancy for all or any portion of the real property that is the subject of the Plat until the Deferred Improvements are constructed, installed in working order, and accepted by the City Engineer in accordance with the provisions of this Agreement. 9. No party may assign this Agreement or any rights under this Agreement without the prior written approval of the other party and by amendment to this Agreement. 10. By execution of this Agreement, the Governmental Entity covenant to construct the Deferred Improvements required by this Agreement, and this covenant shall be a covenant running with the land. The City, at the Governmental Entity' expense, shall file for record this Agreement in the official public records of Nueces County. 11. No changes or modifications to this Agreement may be made, nor any provisions waived, unless the change or modification is made in writing and signed by persons authorized to sign agreements on behalf of each party. 12. If, for any reason, any section, paragraph, subdivision, clause, provision, phrase, or word of this Agreement or the application thereof to any person or circum- stance is, to any extent, held illegal, invalid, or unenforceable under present or future law or by a final judgment of a court of competent jurisdiction, then the remainder of this Agreement, or the application of said term or provision to persons or circumstances other than those as to which it is held illegal, invalid, or unenforceable, will not be affected thereby, for it is the definite intent of the parties to this Agreement that every section, paragraph, subdivision, clause, provision, phrase, or word of this Agreement be given full force and effect for its purpose. 13. The Governmental Entity shall comply with all federal, State, and local laws, regulations, and rules applicable to performance of this Agreement. 14. This Agreement shall be construed under and in accordance with the laws of the State of Texas, and all obligations of the parties created pursuant to this Agreement are performable in Nueces County, Texas. Venue for all actions arising from or pursuant to this Agreement shall be brought in Nueces County, Texas. 15. Strict performance of the provisions of this Agreement by the Governmental Entity is required by the City as a condition of this Agreement. The Governmental Entity specifically acknowledge and agree that failure by the Governmental Entity to adhere or comply with any term, condition, or requirement of this Agreement constitutes a default of this Agreement. 16. All signatories to this Agreement warrant and guarantee that they have the authority to act on behalf of the person or entity represented and make this Agreement binding and enforceable by their signature. Page 3 of 6 Standard Form Deferment Agreement for Government Entity Template Version 4.1.19 17. This Agreement is to be executed in One Original, of which constitutes an original document. This Agreement becomes effective and is binding upon and inures to the benefit of the City and Governmental Entity and their successors and assigns from and after the date the Agreement has been executed by all signatories. (EXECUTION PAGES FOLLOW) Page 4 of 6 Standard Form Deferment Agreement for Government Entity Template Version 4.1.19 EXECUTED IN ONE ORIGINAL and made effective this /( day of Da- , 2019. CITY OF CORPUS CHRISTI P. O. Box 9277 Corpus Christi, TX 78469-9277 (361) 826-3240 Office (361) 826-4428 Fax Mar Signature Stevel Viera Assistant City Manager THE STATE OF !;)"tS § COUNTY OF 3 -? ' -'- § This instrument was acknowledged before me on g762-t-T /( , 2019, by Steve Viera, Assistant City Manager, for the City of Corpus Christi, Texas. -- ChrisAD ti, 0 Notary Public's Signature % X• , Q :c lqT SF} N Pi • mi E Of .\ Cd 7.21�o�fJ SSi2. APPROVED AS A STANDARD FORM LEGAL DOCUMENT: pC'ooty 0 , 2019. CITY ATTORNEY f97 (/(ZA bl/l/(/<• Signature Printed Name: Buck Brice Title: Assistant City Attorney Page 5 of 6 Standard Form Deferment Agreement for Government Entity Template Version 4.1.19 GOVERNMENTAL ENTITY: Del Mar College 101 Baldwin Boulevard Corpus Christi, Texas 78404 (361) 698 - 1203 Signatu e Printed Name: Mark Escamilla, PH.D. Title: President and CEO Date: t -/3 r� f STATE OF TEXAS § COUNTY OF NUECES § This instrument was acknowledged before me on �.( /'yj y J 1, 2019, by Dr. Mark Escamilla, President and CEO of Del Mar C liege, a Texas Community College District, on behalf of said corporation. rnibroct, ae .?rJ Notary Public's Signature " $T r�* MILANDA BALLESTER08 �° Notary ID 0:13145397-9 My Cammiulon Expiry 02/16/2022 x Attached and incorporated by reference into this Agreement: Exhibit 1 — Plat (2 Pages) Exhibit 2 — Required Public Improvements (3 Pages) Exhibit 3 — Construction Contract (222 Pages) Page 6 of 6 Standard Form Deferment Agreement for Government Entity Template Version 4.1.19 EE ` y ! e Notes: $\\ i t v_1 1. Decal plotted area contains 51.12 Acres of Land. (Includes Street t NIP Dedication) 2. The receiving water for the storm water runoff from this property is the s Swine. Oso Bay. The TCEO has classified the aquatic life use for the Oso Boy as -a "exceptional' and 'oyster waters'. The TCEO also categorized the — 1 [ —8 receiving water as'contact recreation'use. Z_ �, �.� ""0.s m C 3. Grid Bearings and Distances shown hereon are referenced to the Texas ckelt `e • '7" ug �' e q Coordinate System of 1983, Texas South Zone 4205, and are based on P�sw �,° 't .W g' ' the North American Datum of 1983(2011)Epoch 2010.00. \Sr o....I 8 ''‘,"'.% q Srees.e,0 4. By graphic plotting only, this property is in Zone 'C' on Flood Insurance t r"'�I_ . Ti Rate Map, Community Panel No. 485494 0540 C, City of Corpus Christi, 1 I $ Texas which bears and effective date of March 18, 1985 and on Flood minty of umoes Insurance Rate Map, Community Pone! No. 485494 0520 0, City of Corpus Christi, Texas which bears an effective date of June 4, 1987 and ft Is not •City of'Carpue Christi Location Map: N.T.S. located In a Special Flood Hazard Area. 5. The yard requirement, as depicted is a requirement of the Unified Development Code and is subject to change as the zoning may change. 6. Contours shown hereon are referenced to the North American Vertical Datum of 1988(NAVD88),Geoid 12A. State oo Texas County f Nuecee 7. if any lot Is developed with residential uses, compliance with the Public This final plat of the herein described property was approved by the Department of Development Open Space regulations will be required during the building permit phase. Services of the City of Corpus Christi,Texas. This the day of ,20 William J.Green,P.E. Development Services Engineer State of Texas County of Nueces This final plot of the herein described property woe approved on behalf of the City of Corpus Christi, Texas by the Planning Commission. This the day of ,20 Nina Nixon—Mendez.FAICP Eric Villarreal,P.E. Secretory Chairmen Plat of State of Texas County of Nuecee Del Mar South Campus I,Kora Sands,Clerk of the County Court in and for said County,do hereby certify that the foregoing 7� t Instrument dated the day o 20— with Its certificate of authentication was Bloch I, Lot 1 filed for record in my oftlo the_day of 20—At_O'clock_M.,and duly recorded the _day of 20— of _O'clock _It., in said County In Volume Page Map Records. being 51.12 Acres of Land out of Lots 9, 10 and 11, Section 21, Flour Bluff and Encinal Form and Garden Tracts, a map of which is Witness my hand and sed of the County Court,in and for said County, at office In Carpue CNistl, recorded in Volume A, Pages 41-43, Map Records of Nueces Texas,the day and year last written. County, Texas, comprising of a 35.19 Acre Tract of land, of Lots 9 State of Texas and 10, Section 21, Flour Bluff and Encinal Farm and Garden County of Nueces No. Tracts, a map of which is recorded in Volume A, Pages 41-43, Filed for Record Kora Sands,County perk Del Mar College District, hereby certifies that It Is the owner of the tande embraced within Map Records of Nueces County, Texas as described in Special Nue..County.Texas the boundaries of the foregoing plat; that it has had said lands surveyed and subdivided os at O'clock JA. shown; that streets shown are dedicated to the public use forever; that easements os Warranty Deed from Wayne Lundquist, Jr. Trustee and Mel J 20 By strewn are dedicated to the public use for the installation, operation and usof public Susan Nuss, to Del Mar College District, recorded in Document No. Deputy utilities; and that this map was made for the purpose of description and dedication. 2013042625, Official Public Records of Nueces County, Texas; and a portion of a 19.48 Acre Tract of land, of Lot 11, Section 21, This the day of 20 . Flour Bluff and Encinal Farm and Garden Tracts, a map of which is recorded in Volume A, Pages 41-43, Mop Records of Nueces State of Texan By Del Mar college DistrictCounty, Texas, as described in Special Warranty Deed from Gulfway County of Nue.. Shopping Center, a Texas general partnership, MLM Farms & I. James D. Carr, a Registered Profeaslanal Land Surveyor for urban Engineering, hove prepared the B Ranches, Ltd., a Texas limited partnership and Gladys Smith Forms foregoing map from a survey made es or ground ander r r Urban End Is tine and correct to the By Or.Mark Eecamllla,PreeIdenI & Ranches, Ltd., a Texas limited partnership, to Del Mar College best of my knowledge,Information and belief; I have been engaged under contract to set all Lot and District, recorded in Document No. 2013045004, Official Public Block corners s shown herein and to complete such operations with due and reasonable dmgence Records of Nueces County, Texas. consistent with as professional practice. Slate of Texas !� \ .. County of Nueces 11ry(ytltf]\r/�J\',i�1u+�_(}_L' This the day of 20 This Instrument wee acknowledged before me by Dr.Mark Eecamllla,as President of Del Mar V.' r�(' College Dletrict,on behalf of said entity in said capacity. Ori k l?1� i1'` preliminary, this document shat!not be marded This the day of 20� S V for any purpose end shell not be used or viewedJamas D.Carr,R.P.45 1I1IS\_ ,. orrpn n. LicenseNo.6458 Notar Public in and for the Slate of Texas N11SRevised: 4/5/19 Subn9r OMURBAN SCALE' : 19 Pt-AWING SCALE: 1'-100 ,ere No.: 25800.86.02 ENGINEERING SHEET: I of 2 DRAWN BY: SO wn.,srawm ."'rw"... 02018 by Urban Engineering urbsnwxvey1 Ourbvnsea.cam • Retards f kueca County,Teem t 1 \ Y ` Manhattan Eetalss Unii 6 r 43 _••+� I Arlene Crosaing Unit t_ r '�t O1•'ti' tt S3� `� t Vol.d0,Pg..392-393.Map 1 Block 2\1..4,,4 ` K Vol.6],P 19]-199,Mo� 81 tW. 2+ ?D V S \ Cs 1tlit L! _k.p, 17 s • tof.t yTew y t_ - � -�yc�- {7 � � t 1 _ fl94 ( renoBI«J,z —_ (an.r:stp.. ev.pmen. -- ,— _____ wlt' M - -- - - - 4Rt�t\�W y$ppLinear Pork Lot19Block 2 na Pu,9„ Pork Manhattan flWee Unit 8 linear Park / o S81'18'221 1799,58' vol.Ba No.392-393,M.R.N.C.T. a ___ _• I n9ax I 11 —_ I G N,OS'aide Jralnage Eo«trent 111 Drama's Fa mm� - _ 00.zone.P9,1137.o.,.x.Gr. I i ---'-•---__ noc.No.482625,0.R.N.C.T. -- - -1111 -�---- n Mader Channel 31 1 -�-t r - - I-2 _______-- - ,- I- e51't8'22'E 115.56' ; iI - __.. _ _.. I_4 U.Er}} WY ( p, N51'111'2z1l 1r ,.'7119.67' Plat of IN}R(Nt11JC Iyl4NGl, Del Mar South Campus l �I 2 54 5Q1.71997170-7017 H E1 5 Bao -W 00' a NBP 9064,7 0.96 zl g _Aigi'06''EE 1 00' L2 N45.4'}4 5,.9 I�� n 8 3 N28'40'S4'[SO.GU'_ LS N6,•,$'66 ,E0.$G' Block 1, Lot 1 g [a 56'I 8.19' L4 N70'0 1610 91.06' 1 `0 XES 528'40.541V 33.00• $ • 5/11 man Iron Rao E5 561'19'06 ,15.00' being 51.12 Acres of Land out of Lots 9, 10 and 11, Section 21, I t E • l N28'40'54 E 33.00 Flour Bluff and Encino! Farm and Garden Tracts, a mapof which is ,3 with cap stamped [9 S2e,0'061v SO.OW, 'URBAN ENC,CCT%'Found E9 S6119 06•E 15.00 recorded in Volume A. Pages 41-43, Map Records of Nueces s: ; EIS N2040'547 50.00• County, Texas, comprising of a 35.19 Acre Tract of land, of Lots 9 O 5/9 Inch Iron Rod Ell 528.40'541V 33.00' with cap stamped E12 N61'19136-*15.00' and 10, Section 21, Flour Bluff and Encina) Farm and Garden I o 'URBAN ENGR CCTX'Set 513 N2810'54'E 33.00' Tracts, a map of which is recorded in Volume A, Pages 41-43, E14 561'19'081E 10.69' Mop Records of Nueces County, Texas as described in Special eI • 5/5 Inch Mon Rad Found Els 52'40'54Ni 20.28' P E1 5261'6 15.00' Warranty Deed from Wayne Lundquist, Jr. Trustee and Melynda 517 551'19'06-E 20.28 Susan Nuss, to Del Mar College District, recorded in Document No. 60' ler ti8'z y tss? '. 2013042625, Official Public Records of Nueces County, Texas; and °6 2 1 a ,�_ x i.: . a portion of a 19.48 Acre Tract of land, of Lot 11, Section 21, $ 1� ( 'ad Flour Bluff and Encino! Farm and Gorden Tracts, a map of which is o a~.;+�d 8.§v.c pg a 561'19'Oe'E 1001.7L1' recorded in Volume A, Pages 41-43, Map Records of Nueces � > _iuF'!a•{ 50,0Uo 10 r 1511.0. E{ EH 1 County, Texas, as described in Special Warranty Deed from Gulfway A- `e`5�'� Y'� ; �M� r Sirro•oaE 602.e9• I- -1 r 681.19 De 271.21 1 I-se1T11foe'€ieiaa'1 f' �' y os o m IA WI IC n C BI I' WU-I Shopping Center, a Texas general partnership, MLM Farms & 43§ !g • 0.Eo 59a� LJ E LJ 812 Ranches, Ltd., a Texas limited partnership and Gladys Smith Farms IR. 4' c€<i i 3,€1 g$ a E9 & Ranches, Ltd., a Texas limited partnership, to Del Mar College ►� 9 "�d, a,-,4 2 $ District, recorded in Document No. 2013045004, Official Public $ g Records of Nueces County, Texas. Lot 1 0 50.64 Acre a Preliminary, this document shall not be recorded -' dd% 2.205.972.1 M,, for any purpose and shall not be used or viewed CA-p n 4 61p or relied upon as a final survey document. I 1 3 In ,.+scalds Easement Vol.1510. I P9.834,0..0.08. 1 - .,p Aa Et[l / •/I 2 p g ) . r / ID S4 I� / ; itti 1 �PG3© ' 'fl / / ;5.--=l _ a an °_�= ° o um 12019 64313.201,roorj /� moos.65.E 99. r chs-syra.fre// 8..82'0130 4-z5.+Es3R C1k.,111) PLANNING COMMISSION, /" R-513.68 8 is 8>LL 1 e- y i L-734.88' a,'°a§ R A �� ChB-589'40'08111 - ..r. € Chi..•873.53' .5 i 4 :1 L ._'_sir _..._. - uJ L.. --'� 150 100 50 0 1100 200 • art9'0e1V 057.02 ` 29000'_ ,. o u • ■ e1m 25..0' °'a 0.v«7 0.5.aauea So60.1 I� N61'19'08'W a 818.17' °' "'1C°°°'o^ ■ e • e� 33 1.o 528' W 3080" noment rap is Scale N61'19'oe'1M 540.00' . 25.40' Yorktown Boulevard 9 1'-100' _—_—_—_—_ _—_ —_ _Q_$ _—_ f3 IB § Revised: 4/5/19 wad- N. Submitted: 3619 't1.--- I m'uE. ` 1s'u ` 1sV.E. 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MI COMO CAW C=US 0a1e:2019.06.18101928 E -051001 : E SP I C 1 •2111,.... - MI-I Sy r�flw� "MR" �m VA 0E150r��rzx :°.� rz. r ..wrz.µ.9rr .9::°4w�MVO./ n((I Del Mar College PROP 1E;..0.,w.,� °• R: x RN..NM �wu11w.� a _ r_e�w9rzx �� 5.( 11.x,, �.ffixx .e,r '1 ,w J r(s)n_9.r ax - _- (sw9 h c•-ar cs>n-n u ' z,e '`'005,1..100 'c) Ws 1_111.. •(r.l New seem Campus ' _. - _ ;Ingi " 7000 Corpus,wmw"Road 'x, - ` • , _ __I._ Comas cnnsti TX 78919 ,.. } � 1111•..m....� Il7I\\ i p ! L» r_J _ _ .�._ _W li2.WC ow 12,10.1. "( r, a L 1.02230.4:: w.\ Gamier u X91.�n u R9;,1 .`5x00 :TM :�; .,,x.MAMA i 1•10.019000 1 se -Y=• nx,wu..l•..Iu un.,+.-2 0011 rell 10 11100.00 WAN TX 11 10 1111.,x0 I_I■; MIME, _ INPORPEPROTEETNN MCP,a'„ 1 r r v x ,x rrz= 0 w.uwa PROTECTION r I°°c v99 rtwn• ,11.11111 1.1012521/21 nx•"o,rt nxxr 1115 1 ,•TEE py x5•! u ,-,x•arz wzr• •"wx• R6 � M Nut VA,/ ( 1 ® .� _ • mw i u ,x•rat ,• p p �, ... f° _-.i U!.. .I ... ... .0.22....2.0 E • I[ rz 5. !. 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BEMEMMAw PERMS MD A. 1 1r •�,�°YE iaRE w rz. 990099 . w 11 00 ITC CONCRETE 51.050 9.13 RE 4 MI rz. Nr M MALL.S9 IS ro PRIM. ,�_ ,,. moi' I -___r J ('� O o Rxaum.wlsux MP. 2..09x0 wes,rwrz"LI.srx NEW SOUTH CAMPUS - III z - 1 I!a ..• ,x".100". o �. - dl� _�� - -- cnox __ '0.11x• •c� o=run r --11. I ':r I 1111..._ .-H � w MA w oo 8508.000 ��! p n,If:IiO u- 1- -- wT�w.n.a 5,9y ,.r UTILITY SITE PLAN Or 1 L 1� iir`u.r 1,µs e L 091.00. `2009.0µn ti yT.�ivwvm.0 ,°.0 I. 911001TINTERLOIE r SMA ®“...E999 ,J J °per„ - L .•mumc 009.",0 �IJTIl1TY SITE PLAN 6 sE.acv curs - ... 17_,...4,... .. 4.m S.F.1•950 ("u vxx 51121-1V 9 INSET"AINSET"8" DOMESTIC/FIRE WATERLINE CONNECTION DETAILr ®MA 2 SP I C E _ Srw,E.0010 _ / L STA,.,.9 �.•w fl.�waw>I Del Mar College —— >m -su Mw 1 s,A swot AA rn ee .n.«.10,01.E - — 3.3;n.:.m- - - •«ate '"'"°' __- - - _- --- --• New Som Campus rz r..rEx W 000 Yaldown Road f0.0 -._...... F ... • _-_._ _-_.___..._ �(`gNln Chi*,Tl(7&11 I I( UZZi w,.... Eo _r „— I _ + ,----i �---"- _ Asn o © — i ,eo Gensler MO I 1A "lE .r.>wxx - ... . ,0000 .E t z m — "° Tit od9 px.a..,.xr11 -._-. = u or 21.1 fel Mal. •0208 MIOOITef. x00.�.r , • • • 9,nrtl mn Spa ROOtt• 999 e9 99 p.� ..� 110.011/11.12••••••.•••••• "" `°' =`w" 0 WASTEWATER PROFILE(MAIN LINE) •11091010,1111.1 - :::(r„t 11 a i sa„`rv) x00. °we`""�„ 1.w. cwOE nEv.noes sEE c..nec vv.,. >00+00 rwman uoE.FOR M. 01•00101•17nw 14 00900x11 1. TA 311.1111.1 1•1000111 • ROA 1 1'(u.)n-x 1/ n_a=R.aOEErn •••••••••• r -- __-. n. 0.mi _ ..... hs rx nEsxx 77:01.4:701f11:1V:." w siirw wwusI n -(sl 1e? ,s•,Ea.l a-E.1. - --1— 1___ _ _-1.___ . m« _Wwluc p�«^�c) ,wx+.nEl� Poe e-(s)n-a n .Hunt. MTN ,.a. 'I / Jan _N°0"•`___.—. :. '�` 1.90 NM o, ..w ,� C f .xx Fa/1.19.941 l .">r.wTA 111.119.1/0/ a MOP w MI 1 ! ii m:. x a rnaaw -- ,ap w 00100 Ix _ _— wn ".::.`rrrw0n" J 1 — — 1 • �, aewp, r� 9 p P.M.M.I CENTRAL ea�p,9 .E,AoaExo�xl 04.0 911.• -- rrrA' iiioiiriiiii_riiii o— �a _ I ug,.N signed by —...._...._---_.. WA— William 1.Green.Y.E.00.0 .- F_ IXi rn.Witlxm 1. 00 1woo i 4000 1x.00 .00 14744Aik 00 ,50 10.30 ,1030 17440 - wDrebpment lop=.Services.Ousaly of 44 Cppx,awls.Tar. 0 WASTEWATER PROFILE(MAINLINE) 1'r _ - CO, us rF. -�.( 5) DOW 0019.06.10 im m, ( u1100-05'00' u�a rw......•w.. F l sw�w. e a 1111114 ��► • _-.- _ ice• . , hit.- : —_ • I i�� fie.... Aliti 4 A ie' �2 hNrr2CA q9yEpp �, 111 • Baum _J re0"FTrl�iew3v I -I Off..A _..._... ,e,lx.xe.. } ....9 ••••••., // / _a � -�. .. NEW SOUTH CAMPUS 'T 11111111;%, _.:-..e V �i l'_. i_ 11 _t 1002.8588.008 _ w.... '. II�:;r,i�IJtl 1 -� li1 2C."C' w E i il�%..'":"'^"'�r WASTEWATER PROFILE ii77 M' ' '".'� I w — r 9.• R,, i _�. ='Z".` ..prlpxA•A E-4.,....... ..5100' ""�,��, ,..�,,... r ewe.. . « ral :5' ."•w..9•rr �'' _._.._._..,..._..._. :::ate METER VAULT ASSEMBLY �� C3 Z R! FIRE LINE DOUBLE CHECK DETECTOR and VAULT ASSEMBLY Ak M cV®O --,..............• R9 lnaaeAw Nln.a..¢,Bu ONLY .v.cm.r....w.e�..,mr I FIRE VAULT ASSEMBLY-DETAILS DADEL MAR COLLEGE NOTICE TO PROCEED Dreams. Delivered. TO: Philip Skrobarczk DATE: July 17, 2019 Fulton Construction P.O. Box 9486 PROJECT: South Campus Phase IA Corpus Christi, TX 78469-9486 Bid Package 1 FROM: August Alfonso RE: Notice to Proceed Del Mar College 101 Baldwin Corpus Christi, TX 78405 Philip, Attached is your copy of the executed Owner-Contractor Agreement. You are hereby notified that you may proceed with construction effective July 26, 2019. Gensler is the project architect. AGICM is the College's construction manager representative. Please schedule a pre-construction conference through AGICM prior to moving on site and beginning work. Pending receipt of: a) Schedule of values b) Detailed project schedule c) Sub-contractor list August Alfonso V.P. for Facilities Operations and CIO Del Mar College cc: Gensler AGICM eBuilder 101 Baldwin Blvd.,Corpus Christi,TX 78404-3897 I phone 361.698.1305 l www.delmar.edu '" A Document A101TM - 2017 Standard Form of Agreement Between Owner and Contractor where the basis of payment is a Stipulated Sum AGREEMENT made as of the 16th_ day of July in the year 2019 (In words,indicate day,month and year.) ADDITIONS AND DELETIONS: The author of this document has BETWEEN the Owner: added information needed for its (Name, legal status,address and other information) completion.The author may also have revised the text of the original AIA standard form.An Additions and Del Mar College District, a Texas junior college established under Chapter 130 of the Deletions Report that notes added Texas Education Code information as well as revisions to 101 Baldwin Boulevard the standard form text is available Corpus Christi,Texas 78404 from the author and should be Attn:August Alfonso reviewed.A vertical line in the left Vice President of Facilities Operation and margin of this document indicates Chief Information Officer where the author has added Office:361-698-1300 necessary information and where Cell: 361439-3977 the author has added to or deleted from the original AIA text. and the Contractor: T This document has important legal (Name,legal status,address and other information) consequences.Consultation with an attorney is encouraged with respect Fulton Construction Corp.!Coastcon Corp. A Joint Venture to its completion or modification. Mailing Address: P.O.Box 9486 The parties should complete Corpus Christi,Texas 78469-9486 A101 TM-2017,Exhibit A,Insurance Attn.: Philip Skrobarcyzk and Bonds,contemporaneously with this Agreement.AIA Document Address of Principal Office: A201 TM-2017,General Conditions 1102 Second Street of the Contract for Construction,is adopted in this document by Corpus Christi,Texas 78404 reference.Do not use with other Attn: Philip Skrobarcyzk,Principal In Charge general conditions unless this document is modified. Primary Contact: Philip Skrobarcyzk,Principal In Charge Office:361-993-5200 Cell: 361-816-2036 Fax: 361-993-8005 Email:pskrobar@fultonconst.com for the following Project: (Name. location and detailed description) Del Mar College Project South Campus Phase IA,Bid Package 1 Central Plant,Utilities,and Excavation The Architect: (Name, legal status,address and other inlOrmation) Inst. AIA Document A101"'-2017.Copynght©1915,1918,1925,1937,1951,1958,1961,1963,1967,1974,1977.1987,1991,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIAx Document Is protected by U.S.Copyright Law and International Treaties. 1 Unauthorized reproduction or distribution of this AIA'' Document,or any portion of It,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 15:31:16 ET on 07/15/2019 under Order No. 5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA46) Gensler 711 Louisiana Street,Suite 300 Houston,Texas 77002 Office:713-844-0000 Fax: 713-844-0001 Local Architect: Turner Ramirez 3751 S.Alameda St. Corpus Christi,Texas 78411 Office: 361-994-8900 GDHM#3467081 v2 Doc.01 The Owner and Contractor agree as follows. (Paragraph Deleted) TABLE OF ARTICLES 1 THE CONTRACT DOCUMENTS 2 THE WORK OF THIS CONTRACT 3 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION 4 CONTRACT SUM 5 PAYMENTS 6 DISPUTE RESOLUTION 7 TERMINATION OR SUSPENSION 8 MISCELLANEOUS PROVISIONS 9 ENUMERATION OF CONTRACT DOCUMENTS 02 TABLE OF CONTENTS 03 AIA A201 GENERAL CONDITIONS 04 SUPPLEMENTARY CONDITIONS 05 EXHIBIT A INSURANCE AND BONDS 06 EXHIBIT B PAYMENT AND PERFORMANCE BONDS(Template) 07 EXHIBIT C SUBCONTRACTOR'S WARRANTY AND GUARANTY(Template) 08 EXHIBIT D PREVAILING WAGE SCHEDULE 09 EXHIBIT E DATA TRANSFER AGREEMENT(Template) 10 EXHIBIT F PROJECT SCHEDULE(Preliminary) 11 EXHIBIT G PROJECT MANUAL(Incorporated by reference) 12 ATTACHMENT A DRAWINGS INDEX-GENSLER-BP01 CONFORMED DRAWING LIST 13 ATTACHMENT B SPECIFICATIONS INDEX-GENSLER-00 01 10 TABLE OF CONTENTS ARTICLE 1 THE CONTRACT DOCUMENTS The"Contract Documents"consist of this Agreement,Conditions of the Contract(General,Supplementary,and other Conditions),Drawings,Specifications,Addenda issued prior to execution of this Agreement,other documents listed in this Agreement,and Modifications issued after execution of this Agreement,all of which form the Contract, Init. AIA Document A101''—2017.Copyright©1915,1918,1925,1937,1951,1958,1961,1963.1967,1974,1977,1987,1991,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIM Document Is protected by U.S.Copyright Law and International Treaties. 2 Unauthorized reproduction or distribution of this AIAE Document,or any portion of it,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 15:31:16 ET on 07/15/2019 under Order No. 5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA46) and are as fully a part of the Contract as if attached to this Agreement or repeated herein.The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations,representations,or agreements,either written or oral.An enumeration of the Contract Documents,other than a Modification,appears in Article 9(Enumeration of Contract Documents). ARTICLE 2 THE WORK OF THIS CONTRACT The Contractor shall fully execute the Work described in the Contract Documents,except as specifically indicated in the Contract Documents to be the responsibility of others. ARTICLE 3 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION §3.1 Date of Commencement.The"date of commencement"of the Work shall be:the date of this agreement unless a different date is stated below or provision is made for the date to be fixed in a notice to proceed issued by the Owner. (Check one of the following boxes.) [ ] The date of this Agreement. [X] A date set forth in a notice to proceed issued by the Owner. [ ] Established as follows: (Insert a date or a means to determine the date of commencement of the Work) See Supplemental Conditions. If a date of commencement of the Work is not selected,then the date of commencement shall be the date of this Agreement. §3.2 Contract Time.The"Contract Time"shall be measured from the date of commencement of the Work. §3.3 Substantial Completion §3.3.1 Deadline for Substantial Completion.Subject to adjustments of the Contract Time as provided in the Contract Documents,the Contractor shall achieve Substantial Completion of the entire Work as defined in Section 9.8 of AIA Document A201T"I 2017: (Check one of the following boxes and complete the necessary information.) [X] Not later than three hundred and sixty-five (365 )calendar days from the date of commencement of the Work. [ ] By the following date: §3.3.2 Milestones.Subject to adjustments of the Contract Time as provided in the Contract Documents,if portions of the Work are to be completed prior to Substantial Completion of the entire Work,the Contractor shall achieve Substantial Completion of such portions by the following dates("Milestones"): Portion of Work Substantial Completion Date Building pads 30 days after receipt of approved BuildingPermit(also contingent on weather delays) Utility water loop for fire protection October 8,2019 §3.3.3 Liquidated Damages.If the Contractor fails to achieve Substantial Completion as provided in this Section 3.3 (Substantial Completion),liquidated damages,if any,shall be assessed as set forth in Section 4.5(Liquidated Damages). §3.4 Final Completion Init. AIA Document A101"'—2017.Copyright a 1915,1918,1925,1937,1951,1958,1961,1963,1967,1974.1977,1987,1991,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIM Document Is protected by U.S.Copyright Law and International Treaties. 3 Unauthorized reproduction or distribution of this AIA5 Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 15:31:16 ET on 07/15/2019 under Order No. 5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA46) §3.4.1 Subject to adjustments of the Contract Time as provided in the Contract Documents,the Contractor shall achieve Final Completion of the entire Work no later than 60 days following the issuance of a Certificate of Substantial Completion unless a different date for Final Completion is specifically stated in the Certificate of Substantial Completion,as agreed and executed by the Contractor and the Owner. ARTICLE 4 CONTRACT SUM §4.1 Contract Sum.The Owner shall pay the Contractor the Contract Sum in current funds for the Contractor's performance of the Contract.The Contract Sum shall be Nine million,two-hundred and fifty thousand and even dollars (S 9,250,000.00 ),subject to additions and deductions as provided in the Contract Documents. §4.2 Alternates §4.2.1 Alternates in Contract Sum at Contract Execution."Alternates",if any,included in the Contract Sum: Item Price §4.2.2 Alternates May Be Added by Modification.Subject to the conditions noted below,the following alternates may be accepted by the Owner following execution of this Agreement if accepted by Owner by November 15,2019. Upon acceptance,the Owner shall issue a Modification to this Agreement.See Exhibit. (Insert below each alternate and the conditions that must be met for the Owner to accept the alternate.) Item Price Conditions for Acceptance Alternate No.01:Chiller and Cooling Tower S 1,145,000.00 §4.3 Allowances."Allowances",if any,included in the Contract Sum: (Identify each allowance.) Item Price Not applicable. §4.4 Unit Prices."Unit prices",if any: (Identify the item and state the unit price and quantity limitations,if any,to which the unit price will be applicable.) Item Units and Limitations Price per Unit($0.00) Not applicable. None. None. §4.5 Liquidated Damages."Liquidated damages",: (Insert terms and conditions for liquidated damages,if any.) If the Project is not completed in accordance with the Contract Documents within the Contract Time then the Owner shall be entitled to recover from the Contractor,at the Owner's sole election:(a)all loss,costs,expenses and damages incurred or sustained by the Owner of every kind and nature whatsoever,or(b)liquidated damages in the amount of$1,500.00 for each calendar day thereafter until the Project is completed. Such costs,expenses and damages are agreed to,not as a penalty,but as liquidated damages constituting a reasonable approximation of damages to the Owner in the event of delay. Neither an extension of time nor the collection of liquidated damages shall limit or exclude any other right or remedy of the Owner under the Contract Documents. §4.6 Other.Other: (Insert provisions for bonus or other incentives,if any,that might result in a change to the Contract Sunt.) ARTICLE 5 PAYMENTS §5.1 Progress Payments Init. AIA Document A1017'—2017.Copyright®1915,1918,1925,1937,1951,1958,1961,1963,1967,1974,1977,1987,1991,1997.2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIAe Document is protected by U.S.Copyright Law and International Treaties. 4 Unauthorized reproduction or distribution of this AIA®Document,or any portion of It,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 15:31:16 ET on 07/1512019 under Order No. 5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA46) §5.1.1 Applications and Certificates for Payment.Based upon Applications for Payment submitted to the Architect or Owner's Representative as directed by the Owner,by the Contractor and Certificates for Payment issued by the Architect and/or the Owner's Representative,the Owner shall make progress payments on account of the Contract Sum to the Contractor as provided below and elsewhere in the Contract Documents. §5.1.2 Covered Period.The period covered by each Application for Payment shall be one calendar month ending on the last day of the month: §5.1.3 Processing Dates.Provided that an Application for Payment is received by the Architect not later than the 1st day of a month,the Owner shall make payment of the amount certified to the Contractor not later than the 30th day of the same month.If an Application for Payment is received by the Architect after the application date fixed above, payment of the amount certified shall be made by the Owner not later than thirty (30 )days after the Architect receives the Application for Payment. (Federal,state or local laws may require payment within a certain period of time.) §5.1,4 Schedule of Values.Prior to submittal of the first Application for Payment,the Contractor shall submit, for acceptance by the Architect and the Owner a schedule of values.Each Application for Payment shall be based on the most recent schedule of values submitted by the Contractor in accordance with the Contract Documents.The schedule of values shall allocate the entire Contract Sum among the various portions of the Work. The schedule of values shall be prepared in such form,and supported by such data to substantiate its accuracy,as the Architect or Owner,or both,may require.This schedule of values shall be used as a basis for reviewing the Contractor's Applications for Payment. §5.1.5 Percentage of Completion.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 Architect or Owner may request that the percentage of Completion for individual work items in the Schedule of Values be adjusted based on observations of work completed as may be necessary to keep the amount billed in correlation with the Work Completed. §5.1.6 Calculation of Progress Payments. In accordance with AIA Document A201 T"t-2017,General Conditions of the Contract for Construction,and subject to other provisions of the Contract Documents,the amount of each progress payment shall be computed as follows: §5.1.6.1 Inclusions.The amount of each progress payment shall first include: .1 That portion of the Contract Sum properly allocable to completed Work as determined by multiplying the percentage completion of each portion of the Work by the share of the Contract Sum allocated to that portion of the Work in the Schedule of Values,less retainage of 5%. Pending final determination of cost to the Owner of changes in the Work,amounts not in dispute shall be included as provided in Section 7.3.9(Payments Pending Final Determination of Resulting Cost)of AIA Document A20 I- 2017,General Conditions of the Contract for Construction,as modified and included in the Contract Documents. .2 That portion of the Contract Sum properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the completed construction,(or,if approved in advance by the Owner,suitably stored off the site at a location agreed upon in writing)less 5% retainage; .3 Subtract the (Paragraph Deleted) aggregate of previous payments made by the Owner;and • (Paragraph Deleted) Init. AIA Document A101 m—2017.Copyright©1915,1918,1925,1937,1951,1958,1961,1963,1967,1974,1977,1987.1991,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIN')Document is protected by U.S.Copyright Law and International Treaties. 5 Unauthorized reproduction or distribution of this AIA Document,or any portion of it,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 15:31:16 ET on 07/15/2019 under Order No. 5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (389ADA46) .4 Subtract amounts,if any,for which the Architect or Owner has withheld or nullified a Certificate for payment as provided in Section 9.5(Decisions to Withhold Certification)of AIA Document A201-2017,as modified and included in the Contract Documents. §5.1.6.2 Modification of Progress Payment.The progress payment amount determined in accordance with Section 5.1.6(Calculation of Progress Payments)shall be further modified under the following circumstances: .1 Add,upon Substantial Completion of the Work,a sum sufficient to increase the total Payments to the full amount of the Contract Sum,less such amounts as the Architect or Owner shall determine for incomplete Work,and retainage applicable to previously completed work and such work and unsettled claims;and .2 Add,if Final Completion of the Work is thereafter materially delayed through no fault of the Contractor,any additional amounts payable in accordance with Section 9.103(Payment for Work To Date If Final Completion Delayed Without Contractor Fault)of AIA Document A201-2017,as modified and included in the Contract Documents. (Paragraph Deleted) §5.1.7 Retainage §5.1.7.1 Calculation of Retainage.For each progress payment made prior to Substantial Completion of the Work,the Owner may withhold the retainage as described in the previous section. (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.) 5% §5.1.7.1.1 Exclusions from Retainage.The following items are not subject to retainage: (Insert any items not subject to the withholding of retainage,such as general conditions, insurance,etc.) No exclusions. §5.1.7.2 Reduction in Retainage. [Intentionally deleted. §5.1.7.3 Payment on Substantial Completion.Except as set forth in this Section 5.1.7.3(Payment on Substantial Completion),upon Substantial Completion of the Work,the Contractor may submit an Application for Payment that includes the retainage withheld from prior Applications for Payment pursuant to this Section 5.1.7(Retainage). The Application for Payment submitted at Substantial Completion shall not include retainage as follows: (Insert any other conditions for release of retainage upon Substantial Completion) §5.1.8 Additional Payments. [Intentionally deleted.]. §5.1.9 Suppliers.Except with the Owner's prior approval,the Contractor shall not make advance payments to suppliers for materials or equipment which have not been delivered and stored at the site. §5.2 Final Payment §5.2.1 Conditions to Final Payment.Final payment,constituting the entire unpaid balance of the Contract Sum,shall be made by the Owner to the Contractor when AIA Document A101,"—2017.Copyright®1915,1918,1925,1937,1951,1958,1961,1963,1967,1974,1977,1987,1991,1997,2007 and 2017 by The Init. American institute of Architects.All rights reserved.WARNING:This AIA°Document is protected by U.S.Copyright Law and international Treaties. 6 Unauthorized reproduction or distribution of this AIA°Document,or any portion of It,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 15:31:16 ET on 07/15/2019 under Order No. 5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA46) .1 the Contractor has fully performed the Contract except for the Contractor's responsibility to correct Work as provided in Article 12(Uncovering And Correction Of Work)of AIA Document A201- 2017,and to satisfy other requirements,if any,which extend beyond final payment; .2 a final Certificate for Payment has been issued by the Architect;and .3 record documentation has been submitted to,and accepted by,the Owner. §5.2.2 Final Payment Date.The Owner's final payment to the Contractor shall be made no later than 30 days after the issuance of the Architect's final Certificate for Payment. §5.3 Interest Payments due and unpaid under the Contract shall bear interest from the date payment is due at the rate stated below,or in the absence thereof,at the legal rate prevailing from time to time at the place where the Project is located. (Insert rate of interest agreed upon,if any.) 6 %per annum. ARTICLE 6 DISPUTE RESOLUTION §6.1 Initial Decision Maker. (Paragraph Deleted) [Intentionally deleted.] Not applicable. §6.2 Binding Dispute Resolution For any Claim subject to,but not resolved by,mediation pursuant to AIA Document A201-2017,as modified and included in the Contract Documents,the method of binding dispute resolution shall be as follows: (Check the appropriate box.) [ ] Arbitration pursuant to Section 15.4(Arbitration)of AIA Document A201-2017 [X ] Litigation in a court of competent jurisdiction in Nueces County,Texas. [ ] Other(Spec) (Paragraph Deleted) ARTICLE 7 TERMINATION OR SUSPENSION §7.1 Termination by Owner or Contractor.The Contract may be terminated by the Owner or the Contractor as provided in Article 14(Termination Or Suspension Of The Contract)of AIA Document A201-2017,as modified and included in the Contract Documents. §7.1.1 Termination Fee on Termination by Owner for Convenience.If the Contract is terminated for the Owner's convenience in accordance with Article 14(Termination Or Suspension Of The Contract)of AIA Document A201- 2017,then the Owner shall pay the Contractor a termination fee as follows: (Insert the amount of or method for determining,the fee, if any,payable to the Contractor following a termination for the Owner's convenience.) Init. AIA Document A1011.—2017.Copyright®1915,1918,1925,1937,1951,1958,1961,1963,1967,1974,1977,1987,1991,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA'Document Is protected by U.S.Copyright Law and International Treaties. 7 Unauthorized reproduction or distribution of this AIA'Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 15:31:16 ET on 07/15/2019 under Order No. 5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA46) §7.2 Suspension by Owner.The Work may be suspended by the Owner as provided in Article 14(Termination Or Suspension Of The Contract)of AiA Document A201-2017. ARTICLE 8 MISCELLANEOUS PROVISIONS §8.1 References Amended by Amendments.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. §8.2 Owner's Representative.The Owner's representative: (Name,address,email address,and other information) August Alfonso Del Mar College 101 Baldwin Boulevard Corpus Christi,Texas 78404 Email: aalfonso@delmar.edu Office: 361-698-1300 §8.3 Contractor's Representative.The Contractor's representative: (Name,address,email address,and other information) Mike Lippincott 1102 2"d Street,Corpus Christi,TX 78404 Office: 361-993-5200 Cell: 361-816-2019 Email: Mlip@fultonconst.com §8.4 Notice Upon Change in Representative. Neither the Owner's nor the Contractor's representative shall be changed without ten days'prior notice to the other party. §8.5 Insurance and Bonds §8.5.1 Exhibit A-Insurance. The Owner and the Contractor shall purchase and maintain insurance as set forth in AIA Document A101111-2017,Standard Form of Agreement Between Owner and Contractor where the basis of payment is a Stipulated Sum,Exhibit A,insurance and Bonds,and elsewhere in the Contract Documents. §&5.2 Exhibit A-Bonds.The Contractor shall provide bonds as set forth in AIA Document A 101T*t-2017 Exhibit A ,and elsewhere in the Contract Documents. §8.6 Data Transfer. Notice in electronic format,pursuant to Article 1 (General Provisions)of AIA Document A201-2017,may be given in accordance with Exhibit E-Data Transfer Agreement(Template)or as agreed to and approved by the Architect and Owner: §8.7 Other.Other provisions: §8.7.1 Sales and Use Tax Exemption. Contractor shall pay all sales,consumer,use and other similar taxes required by law. Owner is an exempt organization as defined by the Limited Sales and Excise Use Tax Act of Texas. Contractor may issue an exemption certification in lieu of sales tax on the purchase,rental,or lease of all materials,supplies,equipment and other tangible personal property incorporated into the property being improved by virtue of this Contract,as well as all materials,supplies,equipment,and other tangible personal property used or consumed by Contractor in performing this Contract. Contractor may issue exemption certificates to its suppliers in lieu of said sales tax for all of said taxes for all of said materials and supplies. The Init. AIA Document A101"'—2017.Copynght©1915,1918,1925,1937,1951,1958,1961,1963,1967,1974,1977,1987,1991,1997,2007 and 2017 by The American institute of Architects.All rights reserved.WARNING:This AIA5 Document Is protected by U.S.Copyright Law and International Treaties. 8 Unauthorized reproduction or distribution of this AIA°Document,or any portion of It,may result In severe civil and criminal penalties,and will be t prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 15:31:16 ET on 07/15/2019 under Order No. 5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA46) uses of said materials and supplies for which an exemption from the sales tax is claimed and any such exemption certificates shall comply with the applicable rulings of the State Comptroller. Contractor shall take such action and execute such documents as may be necessary so that the Owner may utilize its exemption from Texas Sales and Use Taxes for materials used in such Project. §8.7.2 Performance Bond and Payment Bond. The Owner requires the Contractor to furnish bonds covering faithful performance of the Contract and Payment of obligations arising thereunder as stipulated in bidding requirements or specifically required in the Contract Documents on the date of execution of the Contract. The payment bond shall be in the statutorily required amount and form and issued by an issuer acceptable to the Owner. The payment bond shall not be on an AIA bond form. Any person,firm,or corporation executing a performance or payment bond upon the Contractor's Work under the agreement shall be deemed to have consented in advance to any changes in the Work made by order of the Owner;any such changes shall in no way alter or impair the obligations of such person,firm or corporation executing such a bond. The amount of the bonds shall be written to increase with Change Orders. Contractor shall obtain and file with the Owner bonds for any increases in the Contract Sum as may be necessary to effectuate coverage for increases in the Contract Sum. Issuer must be at least a Best's Key Rating Guide ANII company and listed on the United States Department of the Treasury's List of Acceptable Sureties and Reinsurers(the"T"list). See Exhibit B-Payment and Performance Bonds(Template)and Exhibit A-Insurance and Bonds. §8.7.3 Wage Rates. See Supplementary Conditions Section 3.4(Prevailing Wage)and Exhibit D-Prevailing Wage Schedule attached hereto. (Paragraph Deleted) §8.7.4 Ethics. In performing under this Agreement,the parties will,at all times,adhere to professional,institutional and other appropriate standards of integrity and ethics. ARTICLE 9 ENUMERATION OF CONTRACT DOCUMENTS §9.1 Enumeration. The Contract Documents are comprised of the following documents(and Modifications issued after execution of this Agreement): .1 Agreement. AIA Document Al OIT`L2017,Standard Form of Agreement Between Owner and Contractor .2 Exhibit A. AIA Document A101T`t-2017,Exhibit A,Insurance and Bonds .3 General Conditions. 03 AIA Document A201T`t-2017,General Conditions of the Contract for Construction ,as modified and published in the Project Manual .4 Digital Protocol. (Paragraph Deleted) See Exhibit E-Data Transfer Agreement(Template) .5 Drawings. The"Drawings"-See Attachment A-Drawings Index. Number Title Date .6 Specifications. The"Specifications"-See Attachment B-Specifications Index. Section Title Date Pages .7 Addenda. Addenda,if any: Number Date Pages 1 April l 1,2019 2 April 22,2019 _ Init. AIA Document A101".—2017.Copyright©1915,1918,1925,1937,1951.1958,1961,1963,1967,1974,1977,1987,1991.1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA"Document Is protected by U.S.Copyright Law and International Treaties. 9 Unauthorized reproduction or distribution of this Alike Document,or any portion of It,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 15:31:16 ET on 07/15/2019 under Order No. 5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA46) 3 May 2,2019 _ 4 May 6,2019 Portions of Addenda relating to bidding or proposal requirements are not part of the Contract Documents unless the bidding or proposal requirements arc also enumerated in this Article 9 (Enumeration Of Contract Documents). .8 Other Exhibits. Other Exhibits: See§9.1.9 Other Documents below. (Check all boxes that apply and include appropriate information identifying the exhibit where required.) (Paragraph Deleted) (Table Deleted) [X ] Supplementary and other Conditions of the Contract: Document Title Date Pages 04 Supplementary July 12,2019 42 Conditions .9 Other Documents. Other documents,if any,listed below: (List here any additional documents that are intended to form part of the Contract Documents.AIA Document A201Tt2017 provides that the advertisement or invitation to bid,Instructions to Bidders, sample forms,the Contractor's bid or proposal,portions of Addenda relating to bidding or proposal requirements,and other information furnished by the Owner in anticipation of receiving bids or proposals,are not part of the Contract Documents unless enumerated in this Agreement.Any such documents should be listed here only if intended to be part of the Contract Documents.) 05 Exhibit A-Insurance and Bonds 06 Exhibit B-Payment and Performance Bonds(Template) 07 Exhibit C-Subcontractor's Warranty and Guaranty(Template) 08 Exhibit D-Prevailing Wage Schedule 09 Exhibit E-Data Transfer Agreement(Template) 10 Exhibit F-Project Schedule(Preliminary) 11 Exhibit G-Project Manual(Incorporated by reference)including but not limited to: .1 Request for Competitive Sealed Proposals .2 RFCSP#2019-08 South Campus Phase IA Package 1 .3 Instructions to Bidder .4 Proposal This Agreement entered into as of the day and year first written above. [See attached signature pages.] toff. AIA Document A101 tm—2017.Copyright©1915,1918.1925,1937,1951,1958,1961,1963,1967,1974,1977,1987,1991,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIM'Document Is protected by U.S.Copyright Law and International Treaties. 10 Unauthorized reproduction or distribution of this AIN,'Document,or any portion of It,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 15:31:16 ET on 07/15/2019 under Order No. 5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA46) OWNER(Signature) CONTRACTOR(Signature) (Printed name and title) (Printed name and title) [See attached signature pages.] AIA Document A101,"—2017.Copyright®1915,1918,1925.1937.1951,1958,1961,1963,1967.1974,1977,1987,1991,1997,2007 and 2017 by The Init. American institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties. 1 1 Unauthorized reproduction or distribution of this AIA°Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 15:31:16 ET on 07/15/2019 under Order No. 5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA46) Owner: Del Mar College District By: L /` Dr. rk Escamilla,President&CEO Contractor: Full n Co truction stcon Corp.A Joint Vcntu BY• Mr/ Afil&Ally ' ili":"11°Trarcyzk,Principal In Ch•�e • Init. AIA Document A101 T'—2017.Copyright©1915,1918,1925,1937.1951,1958,1961.1963,1967,1974,1977,1987,1991,1997.2007 and 2017 by The American institute of Architects.All rights reserved.WARNING:This AK*Document Is protected by U.S.Copyright Law and International Treaties. 12 Unauthorized reproduction or distribution of this AIA5 Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 15:31:16 ET on 07/15/2019 under Order No. 5363042475 which expires on 07/08/2020.and is not for resale. User Notes: (3B9ADA46) Additions and Deletions Report for AIA` Document A 10170— 2017 This Additions and Deletions Report,as defined on page 1 of the associated document,reproduces below all text the author has added to the standard form AIA document in order to complete it,as well as any text the author may have added to or deleted from the original AIA text.Added text is shown underlined.Deleted text is indicated with a horizontal line through the original AIA text. Note: This Additions and Deletions Report is provided for information purposes only and is not incorporated into or constitute any part of the associated AIA document.This Additions and Deletions Report and its associated document were generated simultaneously by AIA software at 15:31:16 ET on 07/15/2019. PAGE 1 AGREEMENT made as of the 16th day of July in the year 2019 Del Mar College District. a Texas junior college established under Chapter 130 of the Texas Education Code 101 Baldwin Boulevard Corpus Christi.Texas 78404 Attn:August Alfonso Vice President of Facilities Operation and Chief Information Officer Office:361-698-1300 Cell: 361-439-3977 Fulton Construction Corp./Coastcon Corp. A Joint Venture Mailing Address: P.O. Box 9486 Corpus Christi.Texas 78469-9486 Attn.: Philp Skrobarcyzk Address of Principal Office: 1102 Second Street Corpus Christi.Texas 78404 Attn: Philip Skrobarcyzk,Principal In Charge Primary Contact: Philip Skrobarcyzk,Principal In Charge Office:361-993-5200 Cell: 361-816-2036 Fax: 361-993-8005 Email:pskrobaraifiiltonconst.com Del Mar College Project South Campus Phase 1A.Bid Package 1 Central Plant. Utilities,and Excavation Additions and Deletions Report for AIA Document A101'"—2017.Copyright©1915,1918,1925,1937,1951,1958,1961,1963,1967,1974,1977,1987, 1991.1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA,5 Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA"Document,or any portion of it,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 15:31:16 ET on 07/15/2019 under Order No.5363042475 which expires on 07/08/2020.and is not for resale. User Notes: (389ADA46) PAGE 2 Gensler 711 Louisiana Street.Suite 300 Houston,Texas 77002 Office:713-844-0000 Fax: 713-844-0001 Local Architect: Turner Ramirez 3751 S.Alameda St. Corpus Christi,Texas 78411 Office: 361-994-8900 GDHM#3467081v2 Doc.01 02 TABLE OF CONTENTS 03 AIA A201 GENERAL CONDITIONS 04 SUPPLEMENTARY CONDITIONS 05 EXHIBIT A INSURANCE AND BONDS 06 EXHIBIT B PAYMENT AND PERFORMANCE BONDS(Template) 07 EXHIBIT C SUBCONTRACTOR'S WARRANTY AND GUARANTY(Template) 08 EXHIBIT D PREVAILING WAGE SCHEDULE 09 EXHIBIT E DATA TRANSFER AGREEMENT(Template) Additions and Deletions Report for AIA Document A101'•—2017.Copyright©1915,1918,1925,1937,1951,1958,1961,1963,1967,1974.1977.1987, 1991,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA' Document is protected by U.S.Copyright 2 Law and International Treaties.Unauthorized reproduction or distribution of this AIM'Document,or any portion of it,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 15:31:16 ET on 07/15/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA46) 10 EXHIBIT F PROJECT SCHEDULE(Preliminary) 11 EXHIBIT G PROJECT MANUAL(Incorporated by reference) 12 ATTACHMENT A DRAWINGS INDEX-GENSLER-BP01 CONFORMED DRAWING LIST 13 ATTACHMENT B SPECIFICATIONS INDEX-GENSLER-00 01 10 TABLE OF CONTENTS PAGE 3 The Contract"Contract DoeententsDocuments"consist of this Agreement,Conditions of the Contract(General, Supplementary,and other Conditions),Drawings,Specifications,Addenda issued prior to execution of this Agreement,other documents listed in this Agreement,and Modifications issued after execution of this Agreement, all of which form the Contract,and are as fully a part of the Contract as if attached to this Agreement or repeated herein.The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations,representations,or agreements,either written or oral.An enumeration of the Contract Documents, other than a Modification,appears in Article 9:9(Enumeration of Contract Documents). §3.1of -k-shaIhei-Date of Commencement.The"date of commencement"of' the Work shall he:the date of this al'reement unless a different date is stated below or provision is made for the elate to be fixed in a notice to proceed issued by the Owner. [X] A date set forth in a notice to proceed issued by the Owner. See Supplemental Conditions. §3.2 The-Contreet {itneContract Time.The"Contract Time_shall be measured from the date of commencement of the Work. §3.3.1 Deadline for Substantial Completion.Subject to adjustments of the Contract Time as provided in the Contract Documents,the Contractor shall achieve Substantial Completion of the entire Wefk-Work as defined in Section 9.8 of AIA Document A201TM 2017: [X] Not later than three hundred and sixty-five (365 )calendar days from the date of commencement of the Work. Additions and Deletions Report for AIA Document A101''—2017.Copyright©1915,1918,1925,1937,1951,1958,1961,1963,1967,1974,1977,1987, 1991,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA' Document is protected by U.S.Copyright 3 Law and International Treaties.Unauthorized reproduction or distribution of this AIA' Document,or any portion of It,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 15:31:16 ET on 07/15/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA46) §3.3.2 Milestones.Subject to adjustments of the Contract Time as provided in the Contract Documents,if portions of the Work are to be completed prior to Substantial Completion of the entire Work,the Contractor shall achieve Substantial Completion of such portions by the following dates:dates("Milestones"): Building pads 30 days after receipt of approved BuildingPermit(also contingent on weather delays) Utility water loop for fire protection October 8,2019 §3.3.3 Liquidated Damaqes.If the Contractor fails to achieve Substantial Completion as provided in this Section 337 3.3(Substantial Completion),liquidated damages,if any,shall be assessed as set forth in Section 434.5(Liquidated Damages). 13.4 Final Completion PAGE 4 §3.4.1 Subject to adjustments of the Contract Time as provided in the Contract Documents,the Contractor shall achieve Final Completion of the entire Work no later than 60 days following the issuance of a Certificate of Substantial Completion unless a different date for Final Completion is specifically stated in the Certificate of Substantial Completion.as agreed and executed by the Contractor and the Owner. §4.1 Contract Sum.The Owner shall pay the Contractor the Contract Sum in current funds for the Contractor's performance of the Contract.The Contract Sum shall be Nine million,two-hundred and fifty thousand and even dollars (S 9.250.000.00 ),subject to additions and deductions as provided in the Contract Documents. §4.2.1 Alternates,Alternates in Contract Sum at Contract Execution."Alternates",if any,included in the Contract Sum: §4.2.2 Alternates May Be Added by Modification.Subject to the conditions noted below,the following alternates may be accepted by the Owner following execution of this Agreement.Agreement if accepted by Owner by November 15.2019.Upon acceptance,the Owner shall issue a Modification to this Agreement.See Exhibit. Alternate No.01:Chiller and Cooling Tower S1,145,000.00 §4.3 Allowances.Allowances."Allowances",if any,included in the Contract Sum: Additions and Deletions Report for AIA Document A101"1—2017.Copyright©1915,1918,1925,1937,1951,1958,1961,1963,1967,1974,1977,1987, 1991,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA5 Document Is protected by U.S.Copyright 4 Law and International Treaties.Unauthorized reproduction or distribution of this AIA' Document,or any portion of it,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 15:31:16 ET on 07/15/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA46) Not applicable. §4.4 Unit pr-iee,Prices."Unit prices",if any: Not applicable. None. None. §4.5 Liquidated damages-,.-if-any:Damages."Liquidated damages".: If the Project is not completed in accordance with the Contract Documents within the Contract Time then the Owner shall be entitled to recover from the Contractor,at the Owner's sole election:(a)all loss,costs,expenses and damages incurred or sustained by the Owner of every kind and nature whatsoever,or(b)liquidated damages in the amount of SI,500.00 for each calendar day thereafter until the Project is completed. Such costs,expenses and damages are agreed to.not as a penalty,but as liquidated damages constituting a reasonable approximation of damages to the Owner in the event of delay. Neither an extension of time nor the collection of liquidated damages shall limit or exclude any other right or remedy of the Owner under the Contract Documents. §4.6 Other.Other: PAGE 5 §5.1.1 Applications and Certificates for Payment.Based upon Applications for Payment submitted to the Architect or Owner's Representative as directed by the Owner,by the Contractor and Certificates for Payment issued by the Architect,Architect and/or the Owner's Representative,the Owner shall make progress payments on account of the Contract Sum to the Contractor as provided below and elsewhere in the Contract Documents. §5.1.2 Covered Period.The period covered by each Application for Payment shall be one calendar month ending on the last day of the :month: §5.1.3 Processing Dates.Provided that an Application for Payment is received by the Architect not later than the 1st day of a month,the Owner shall make payment of the amount certified to the Contractor not later than the 30th day of the same month.If an Application for Payment is received by the Architect after the application date fixed above, payment of the amount certified shall be made by the Owner not later than thirty (30 )days after the Architect receives the Application for Payment. Additions and Deletions Report for AIA Document A101"`—2017.Copyright®1915,1918,1925,1937,1951,1958,1961,1963,1967,1974,1977,1987, 1991,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIM Document is protected by U.S.Copyright 5 Law and International Treaties.Unauthorized reproduction or distribution of this AIA'Document,or any portion of it,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 15:31:16 ET on 07/15/2019 under Order No.5363042475 which expires on 07/08/2020.and is not for resale. User Notes: (389ADA46) §5.1.4 Schedule of Values.Prior to submittal of the first Application for Payment,the Contractor shall submit, for acceptance by the Architect and the Owner a schedule of values.Each Application for Payment shall be based on the most recent schedule of values submitted by the Contractor in accordance with the Contract Documents.The schedule of values shall allocate the entire Contract Sum among the various portions of the Work. The schedule of values shall be prepared in such form,and supported by such data to substantiate its accuracy,as the Architect or Owner,or both,may require.This schedule of values shall be used as a basis for reviewing the Contractor's Applications for Payment. §5.1.5 Percentage of Completion.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 Architect or Owner may request that the percentage of Completion for individual work items in the Schedule of Values be adjusted based on observations of work completed as may be necessary to keep the amount billed in correlation with the Work Completed. §5.1.6 Calculation of Progress Payments. In accordance with AIA Document A20ITN-2017,General Conditions of the Contract for Construction,and subject to other provisions of the Contract Documents,the amount of each progress payment shall be computed as follows: §5.1.6.1 Inclusions.The amount of each progress payment shall first include: .1 That portion of the Contract Sum properly allocable to completed Weflt;Work as determined by multiplying the percentage completion of each portion of the Work by the share of the Contract Sum allocated to that portion of the Work in the Schedule of Values,less retainage of 5%. Pending final determination of cost to the Owner of changes in the Work,amounts not in dispute shall be included as provided in Section 7.3.9(Payments Pending Final Determination of Resulting Cost)of AIA Document A201-2017,General Conditions of the Contract for Construction,as modified and included in the Contract Documents. .2 That portion of the Contract Sum properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the completed construction,er,(or,if approved in advance by the Owner,suitably stored off the site at a location agreed upon in writing; andwriting)less 5%retainage; $ .3 • • • •• ••••---• • .••• •:.Subtract the Additions and Deletions Report for AIA Document A101Th.—2017.Copyright O 1915,1918,1925,1937,1951.1958.1961,1963,1967,1974.1977,1987, 1991,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA°Document is protected by U.S.Copyright 6 Law and International Treaties.Unauthorized reproduction or distribution of this AIA°Document,or any portion of it,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 15:31:16 ET on 07/15/2019 under Order No.5363042475 which expires on 07/08/2020.and is not for resale. User Notes: (3B9ADA46) 1 The aggregate of any amounts p '^^sl• paid-by-the- wneraggregate of previous payments made by the Owner:and .2 The amount, PAGE 6 • neerreetr,-cc-ced-acid-fe the-whie 'r•-n.e-A elti teld-a €e,•tifeate f,,.-Paymen ded-in Article 9 of AIA Document.120l 2017:.4 Subtract amounts,if any,for which the Architect or Owner has withheld or nullified a Certificate for payment as provided in Section 9.5(Decisions to Withhold Certification)of AMA Document A201-2017.as modified and included in the Contract Documents. 6 5.1.6.2 Modification of Progress Payment.The progress payment amount determined in accordance with Section 5.1.6(Calculation of Progress Payments)shall be further modified under the following circumstances: - - • ••, :ayt.1 Add,upon Substantial Completion of the Work,a sum sufficient to increase the total Payments to .1 For Work performed-MA- • - , • • • .. •aymentappli t for whieh • • - , .. •• , •. • . - • cate the full amount of the Contract Sum-less such amounts as the Architect or Owner shall determine for incomplete Work,and retainaee applicable to previously completed work and such work and unsettled claims:and •- - . •- . - - •. . -• . - . . .: . • _. _! , .2 Add.if Final Completion of the Work is thereafter materially delayed through no fault of the Contractor,any additional amounts payable in accordance with Section 9.10.3(Payment for Work To Date If Final Completion Delayed Without Contractor Fault)of AIA Document A201-2017.as modified and included in the Contract Documents. .5 Retainaj• ••• . -- -. §5.1.7.1 Calculation of Retainage. For each progress payment made prior to Substantial Completion of the Work,the Owner may withhold the following-tom -- . •• ..-:retainage as described in the previous section. Additions and Deletions Report for AIA Document A101"—2017.Copyright C 1915.1918,1925.1937.1951,1958,1961,1963.1967,1974,1977.1987. 1991,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA` Document Is protected by U.S.Copyright 7 Law and International Treaties.Unauthorized reproduction or distribution of this AIA' Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 15:31:16 ET on 07/15/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA46) 5% §5.1.7.1.1 Exclusions from Retainage.The following items are not subject to retainage: No exclusions. §5.1.7.2 Reduction of-lin+► . •.• . . •,' . , • • . in. • . . . Retainage. llntentionally deleted.[ §5.1.7.3 Payment on Substantial Completion.Except as set forth in this Section 5.1.7.3,5.1.7.3(Payment on Substantial Completion).upon Substantial Completion of the Work,the Contractor may submit an Application for Payment that includes the retainage withheld from prior Applications for Payment pursuant to this Section 5.1.7. 5.1.7(Retainaec).The Application for Payment submitted at Substantial Completion shall not include retainage as follows: §5.1.8 •. • - r: - • - - . . . • . .- . - .• . . , •- i - theontrracter-any-additional amo nts-in a • -•• - - ' • • • ' • • !: •rnent A201 2017.Additional Payments. [Intentionally deleted]. §5.1.9 Suppliers.Except with the Owner's prior approval,the Contractor shall not make advance payments to suppliers for materials or equipment which have not been delivered and stored at the site. §5.2,1 Conditions to Final Payment.Final payment.constituting the entire unpaid balance of the Contract Sum,shall be made by the Owner to the Contractor when PAGE 7 Additions and Deletions Report for AIA Document A101.'—2017.Copyright©1915,1918,1925,1937,1951,1958,1961,1963,1967,1974,1977.1987. 1991,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA' Document is protected by U.S.Copyright 8 Law and International Treaties.Unauthorized reproduction or distribution of this AIAr Document,or any portion of it,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 15:31:16 ET on 07/15/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA46) .1 the Contractor has fully performed the Contract except for the Contractor's responsibility to correct Work as provided in Article 12(Uncovering And Correction Of Work)of AIA Document A201- 2017,and to satisfy other requirements,if any,which extend beyond final payment;and .2 a final Certificate for Payment has been issued by the r t.Architect;and .3 record documentation has been submitted to,and accepted by,the Owner. §5.2.2 Final Payment Date.The Owner's final payment to the Contractor shall be made no later than 30 days after the issuance of the Architect's final Certificate for :Payment. 6 %per annum. §6.1 '- - •' - • - •' • • , • • •• • • • - ••••-• , . •- - . •• Initial Decision Maker. 'Intentionally deleted.' Not applicable. For any Claim subject to,but not resolved by,mediation pursuant to • -• • • • • !:..•••• • . . ,AIA Document A201-2017,as modified and included in the Contract Documents,the method of binding dispute resolution shall be as follows: [ ] Arbitration pursuant to Section 15.4(Arbitration)of AIA Document A201-2017 Additions and Deletions Report for AIA Document A101".'—2017.Copyright©1915,1918,1925,1937,1951,1958,1961,1963,1967,1974,1977.1987. 1991,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA'Document Is protected by U.S.Copyright 9 Law and International Treaties.Unauthorized reproduction or distribution of this AIA'Document,or any portion of It,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 15:31:16 ET on 07/15/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA46) [X J Litigation in a court of competent jurisdiction in Nucces County,Texas. •- . .• .. : • -. ... .. . ; .. - - . . .. •. .. :. - in writing-to a bindi _ . . . . . • .. . _ -• . . . §7.1 Termination by Owner or Contractor.The Contract may be terminated by the Owner or the Contractor as provided in Article 14 of AIA Document A201 2017.(Termination Or Suspension Of The Contract)of AIA Document A201-2017.as modified and included in the Contract Documents. §7,1.1 Termination Fee on Termination by Owner for Convenience.If the Contract is terminated for the Owner's convenience in accordance with Article 14 : • .• e: • -- •-' -' ,(Termination Or Suspension Of The Contract)of AIA Document A201-2017. then the Owner shall pay the Contractor a termination fee as follows: PAGE 8 §7.2 Suspension by Owner.The Work may be suspended by the Owner as provided in Article 14 ef-ATA Document A201 2017.(Tcr urination Or Suspension Of The Contract)of AIA Document A201-2017. §8.1 References Amended by Amendments.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. §8.2 Owner's Representative.The Owner's representative: Aueust Alfonso Del Mar Colleee 101 Baldwin Boulevard Corpus Christi.Texas 78404 Email: aalfonsordelmar.edu Office: 361-698-1300 §8.3 Contractor's Representative.The Contractor's representative: Mike Lippincott 1 102 2"d Street.Corpus Christi.TX 78404 Office: 361-993-5200 Cell: 361-816-2019 Email: Mlipl(afultonconst.com Additions and Deletions Report for AIA Document A101'"—2017.Copyright©1915,1918,1925,1937,1951,1958,1961.1963,1967.1974.1977,1987, 1991,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA"Document Is protected by U.S.Copyright 10 Law and International Treaties.Unauthorized reproduction or distribution of this AIA` Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 15:31:16 ET on 07/15/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA46) §8.4 Notice Upon Chanqe in Representative, Neither the Owner's nor the Contractor's representative shall be changed without ten days' prior notice to the other party. §8.5.1 Exhibit A-Insurance. The Owner and the Contractor shall purchase and maintain insurance as set forth in AIA Document A1011-'1-2017,Standard Form of Agreement Between Owner and Contractor where the basis of payment is a Stipulated Sum,Exhibit A, insurance and mss;-Bonds.and elsewhere in the Contract Documents. §8.5.2 Exhibit A A.Bonds.The Contractor shall provide bonds as set forth in ALA Document A I O IT"'-2017 Exhibit A-A.and elsewhere in the Contract Documents. §8.6 Data Transfer. Notice in electronic format,pursuant to Article I (General Provisions)of AiA Document A201-2017.may be given in accordance with A-LA--Dee-a •• _! _f • :: •• • • •- • . :Exhibit E-Data Transfer Agreement(Template)or as agreed to and approved by the Architect and Owner: §8.7 Other.Other provisions: PAGE 9 t+ e�rt E203 0/3, it lerirerrr _r +rr o • .format-such-§8.7.1 Sales and Use Tax Exemption. Contractor shall par all sales,consrm:er,use and other similar taxes required by law. Owner is an exempt ort;ani ation as defined by the Limited Sales and Excise Use Tax Act of Texas. Contractor may issue an exemption certification in lieu of sales tax on the purchase,rental.or lease of all materials.supplies.equipment and other tangible personal property incorporated into the property being improved by virtue of this Contract,as well as all materials,supplies,equipment.and other tangible personal property used or consumed by Contractor in performing this Contract. Contractor may issue exemption certificates to its suppliers in lieu of said sales tax for all of said taxes for a 11 of said materials and supplies. The uses of said materials and supplies for which an exemption from the sales tax is claimed and any such exemption certificates sha!l comply with the applicable rulings of the State Comptroller. Contractor.shall take such action and execute.such documents as may be necessary so that the Owner may utilize its exemption front Texas Sales and Use Taxes for materials used in such Project. as-Ramer titlean•'^ ail dd es-ef-the rec piens-an-d-whether-en ill-be-required to generate a • • •• . • • • •• •. • 8.7.2 Performance Bond and Pa ment Bond. The Owner re uires the Contractor to furnish bonds covering faithful performance of the Contract and Payment of obligations arising thereunder as stipulated in bidding requirements or specifically required in the Contract Documents on the date of execution of the Contract. The payment bond shall be in the statutorily required amount and form and issued by an issuer acceptable to the Owner. The payment bond shall not be on an AiA bond form. Any person,firm,or corporation executing a performance or payment bond upon the Contractor's Work Additions and Deletions Report for AIA Document A101""—2017.Copyright©1915,1918,1925,1937,1951,1958,1961,1963,1967,1974,1977,1987, 1991,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA' Document is protected by U.S.Copyright 11 Law and International Treaties.Unauthorized reproduction or distribution of this AIA' Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 15:31:16 ET on 07/15/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA46) under the agreement shall be deemed to have consented in advance to any changes in the Work made by order of the Owner: any such changes shall in no way alter or impair the obligations of such person.firm or corporation executing such a bond. The amount of the bonds shall be written to increase with Change Orders. Contractor shall obtain and file with the Owner bonds for any increases in the Contract Sum as may be necessary to effectuate coverage for increases in the Contract Sum. Issuer must be at least a Best's Rev Rating Guide A/VII company and listed on the United States Department of the Treasury's List of Acceptable Sureties and Reinsurers(the "T" list). See Exhibit B-Payment and Performance Bonds(Template) and Exhibit A-Insurance and Bonds. §8.7.3 Wage Rates. See Supplementary Conditions Section 3.4(Prevailing Wage)and Exhibit D- Prevailing Wage Schedule attached hereto. §-84-Other—fwe*isiensi §8.7.4 Ethics. In performing under this Agreement.the parties will.at all times.adhere to professional. institutional and other appropriate standards of integrity and ethics. §9.1 --- - • :• : • : : •• a •; :: .ments:Enumeration. The Contract Documents arc comprised of the following documents(and Modifications issued after execution of this Agreement): .1 AL\ Document.1101T" 2017,Agreement. AIA Document A101T"-2017.Standard Form of Agreement Between Owner and Contractor .2 ^'�eeurnent AIOiT"' 2200-17,,Exhihi1-A Exhibit A. AIA Document AI01T"-2017. Exhibit A. Insurance and Bonds .3 General Conditions. 03 AIA Document A201Tm-2017,General Conditions of the Contract for Eenst*uetionConstruction ,as modified and published in the Project Manual .4 AIA Document E203T" 2013,Building Informationigital Data Exhibit dated. indieated-below.-Digital Protocol. (arse• _! _! Additions and Deletions Report for AIA Document A101'"—2017.Copyright©1915,1918,1925,1937,1951,1958,1961,1963,1967.1974,1977,1987, 1991,1997,2007 and 2017 by The Amencan Institute of Architects.All rights reserved.WARNING:This AIA Document is protected by U.S.Copyright 12 Law and International Treaties.Unauthorized reproduction or distribution of this AIA' Document,or any portion of It,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 15:31:16 ET on 07/15/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (389ADA46) Sec Exhibit E-Data Transfer Agreement(Template) .5 Drawings. The Dr-awin s"Drawings"-See Attachment A-Drawings Index. .6 Specifications. The Speeifications"Specifications"-Sec Attachment B-Specifications Index. .7 Addenda. Addenda,if any: PAGE 10 Number Date Pages 1 April 11,2019 _ April 22,2019 _ 3 May 2.2019 _ 4 May6,2019 Number Date Rages Portions of Addenda relating to bidding or proposal requirements arc not part of the Contract Documents unless the bidding or proposal requirements are also enumerated in this Article 9:9(Enumeration Of Contract Documents). .8 Other Exhibits. Other Exhibits: See§9.1.9 Other Documents below. • • !: . - _! _! , . •.. - - . . . . •dieated-below: [J The Susta+nabil-ity-Rlan: Title Date Pages Additions and Deletions Report for AIA Document A101'"—2017.Copyright 7 1915,1918,1925,1937,1951,1958,1961,1963.1967,1974,1977,1987, 1991,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA; Document is protected by U.S.Copyright 13 Law and International Treaties.Unauthorized reproduction or distribution of this AIA" Document,or any portion of It,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 15:31:16 ET on 07/15/2019 under Order No.5363042475 which expires on 07/08/2020.and is not for resale. User Notes: (3B9ADA46) [X ] Supplementary and other Conditions of the Contract: 04 Supplementary July 12,2019 42 Conditions .9 Other Documents. Other documents,if any,listed below: 05 Exhibit A-Insurance and Bonds 06 Exhibit B-Payment and Performance Bonds(Template) 07 Exhibit C-Subcontractor's Warranty and Guaranty(Template) 08 Exhibit D-Prevailing Wage Schedule 09 Exhibit E-Data Transfer Agreement(Template) 10 Exhibit F-Project Schedule(Preliminary) 11 Exhibit G-Project Manual(Incorporated by reference)including but not limited to: .1 Request for Competitive Sealed Proposals .2 RFCSP#2019-08 South Campus Phase IA Package 1 .3 Instructions to Bidder .4 Proposal Additions and Deletions Report for AIA Document A101 T"-2017.Copyright 0 1915,1918,1925,1937,1951.1958,1961,1963,1967.1974,1977,1987. 1991,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA'Document is protected by U.S.Copyright 14 Law and International Treaties.Unauthorized reproduction or distribution of this AIA'Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 15:31:16 Er on 07/15/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA46) )Sec attached signature pages.) PAGE 11 )See attached signature pages.) PAGE 12 Owner: Del Mar College District By: Dr.Mark Escamilla.President&CEO Contractor: Fulton Construction Corp./Coastcon Corp.A Joint Venture By: Philip Skrobarcyzk.Principal In Charge Additions and Deletions Report for AIA Document A101"—2017.Copyright©1915,1918,1925,1937,1951,1958,1961,1963,1967,1974,1977,1987, 1991,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIM Document Is protected by U.S.Copyright 15 Law and International Treaties.Unauthorized reproduction or distribution of this AIM Document,or any portion of It,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA sofware at 15:31:16 ET on 07/15/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (389ADA46) Certification of Document's Authenticity AIA®Document D401 TM — 2003 1,William H. Locke,hereby certify,to the best of my knowledge,information and belief,that I created the attached final document simultaneously with its associated Additions and Deletions Report and this certification at 15:31:16 ET on 07/15/2019 under Order No. 5363042475 from AIA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AIA" Document A1011-‘1-2017,Standard Form of Agreement Between Owner and Contractor where the basis of payment is a Stipulated Sum,as published by the AIA in its software,other than those additions and deletions shown in the associated Additions and Deletions Report. U4(Signed) 4kt:St Q12.?? 1 (Dated) ir24 AIA Document D401"'—2003.Copyright©1992 and 2003 by The American Institute of Architects.All rights reserved.WARNING:This AIA` Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA' Document,or any portion of It,may 1 result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 15:31:16 ET on 07/15/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA46) CONTRACT DOCUMENTS TABLE OF CONTENTS A101-2017 AGREEMENT BETWEEN OWNER AND CONTRACTOR 1. THE CONTRACT DOCUMENTS 3 2. THE WORK OF THIS CONTRACT 3 3. DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION 3 .1 Date of Commencement .2 Contract Time .3 Substantial Completion .1 Deadline for Substantial Completion .2 Milestones .3 Liquidated Damages .4 Final Completion 4. CONTRACT SUM 4 .1 Contract Sum .2 Alternates .1 Alternates in Contract Sum at Contract Execution .2 Alternates May Be Added by Modification .3 Allowances .4 Unit Prices .5 Liquidated Damages .6 Other 5. PAYMENTS 5 .1 Progress Payments .1 Applications and Certificates for Payment .2 Covered Period .3 Processing Dates .4 Schedule of Values .5 Percentage of Completion .6 Calculation of Progress Payments .1 Inclusions .2 Modification of Progress Payment .7 Retainage .1 Calculation of Retainage .1 Exclusions from Retainage .2 Reduction in Retainage .3 Payment on Substantial Completion .8 Additional Payments .9 Suppliers .2 Final Payment .1 Conditions to Final Payment .2 Final Payment Date .3 Interest Doc.02 3467I03.v2 6. DISPUTE RESOLUTION 7 .1 Initial Decision Maker .2 Binding Dispute Resolution 7. TERMINATION OR SUSPENSION 8 .1 Termination by Owner or Contractor .1 Termination Fee on Termination by Owner for Convenience .2 Suspension by Owner 8. MISCELLANEOUS PROVISIONS 8 .1 References Amended by Amendments .2 Owner's Representative .3 Contractor's Representative .4 Notice Upon Change in Representative .5 Insurance and Bonds .1 Exhibit A-Insurance .2 Exhibit A-Bonds .6 Data Transfer .7 Other .1 Sales and Use Tax Exemption .2 Performance Bond and Payment Bond .3 Wage Rates 9. ENUMERATION OF CONTRACT DOCUMENTS 9 .1 Enumeration .1 Agreement .2 Exhibit A .3 General Conditions .4 Digital Protocol .5 Drawings .6 Specifications .7 Addenda .8 Other Exhibits .9 Other Documents 2 3467103.v2 A201-2017 GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION AND SUPPLEMENTARY CONDITIONS 1. GENERAL PROVISIONS .1 Basic Definitions 10 .1 The Contract Documents .2 The Contract .3 The Work .4 The Project .5 The Drawings .6 The Specifications .7 Instruments of Service .8 Initial Decision Maker [Intentionally deleted.] .9 Knowledge .2 Correlation and Intent of the Contract Documents .1 Resolution of Inconsistencies;Clarifications .2 Division of Work Independent of Specifications or Drawings .1 Interpretation;Verification .2 Referenced Standards .3 Recognized Meanings .3 Capitalization .4 Interpretation .5 Ownership and Use of Drawings,Specifications,and Other Instruments of Service .1 Instruments of Service .2 Authorized Use .6 Notice .1 Notices Other Than Notices of Claims .2 Notice of Claims .7 Digital Data Use and Transmission .1 CADD Data .8 Building Information Models Use and Reliance 2. OWNER .1 General 12 .1 The Owner .2 Title Information .2 Evidence of the Owner's Financial Arrangements [Intentionally deleted.] .3 Information and Services Required of the Owner .1 Approvals to be Obtained by Owner .2 The Architect .3 Successor Architect .4 Owner's and Third Party's Records .5 Other .6 Contract Documents .4 Owner's Right to Stop the Work .5 Owner's Right to Carry Out the Work .6 Rejection of Non-Conforming Work 3. CONTRACTOR .1 General 14 3 3467103.v2 .1 Contractor .2 Performance of the Work .3 Activities,Tests, Inspections or Approvals by Third Parties .2 Review of Contract Documents and Field Conditions by Contractor .1 Satisfaction as to Conditions and Limitations;Obligation to Notify Owner or Architect of Material Inaccuracies or Misleading Information .2 Field Measurements .3 Reporting Discovered Nonconformity .4 Claims for Change to Contract Time or Contract Sum .5 Contractor Reimburses Owner .6 Coordination of Contract Documents .7 Contract Documents Prepared by Third Party Contractors .8 Supplemental Design Information .3 Supervision and Construction Procedures .1 Skill,Attention, Means,Methods,Techniques,Sequences and Procedures .2 Responsible for Employees,Subcontractors, Etc. .3 Inspector of Performed Work .4 Inspections/Testing .5 Quality .4 Labor and Materials .1 Payment .2 Substitutions .1 Contractor Requests .2 Reimbursement for Architect's Review Substitution Requests-Contractor Cost .3 Discipline and Order .4 Prevailing Wage Rates • .1 Notification to Workers .2 Submittals to Owner .3 Prevailing Wage Schedule .4 Penalty for Violation .5 Complaints of Violation. .1 Owner's Determination of Good Cause .2 Settlement Provided to Owner .3 Arbitration Required .4 Arbitration Award .5 No Extension of Time .5 Warranty .1 General Warranties .2 Materials,Equipment,Other Special Warranties .3 Manufacturer's Warranty .4 Subcontractor Warranties .5 Use of Work by Contractor Prior to Substantial Completion .6 Contractor's Continued Responsibility;Owner's Self Help .6 Taxes .7 Permits,Fees, Notices and Compliance with Laws .1 Building Permit and Other Governmental Charges .2 Governmental Compliance and Notices .3 Assumption of Responsibility under Circumstances .4 Concealed or Unknown Conditions 4 3467103.v2 .5 Suspension of Work under Circumstances .8 Allowances .1 Items Covered by Allowances .2 Contract Sum .3 Selections .9 Superintendent .1 On Site Superintendent and Assistants .2 Qualifications of Superintendent .3 Approval by Owner and Architect .4 Further Matters as to Key Personnel .5 Further Matters as to Personnel .10 Contractor's Construction and Submittal Schedules .1 Construction Schedules .1 Construction Schedule Planning .2 Submittal Schedule Submission .3 Performance in Accordance to Schedule .4 Being Off Schedule .11 Documents and Samples at the Site .1 Review or Receipt of Records by Owner or Architect Not a Waiver of Contractor's Responsibility .12 Shop Drawings,Product Data and Samples .1 Shop Drawings .2 Product Data .3 Samples .4 Informational Submittals .5 Confirmation by Contractor .6 Contractor's Review,Approval,Verification,Checking and Coordination .7 Approval Prior to Work under Circumstances .8 Deviations .9 Revisions and Resubmissions .10 Professional Services .1 If Contract Documents Specifically Require of Contractor Professional Design Services or Certification Related to Systems, Materials,or Equipment .2 If Contract Documents Require Contractor's Design Professional to Certify Work Performed in Accordance with Design Criteria .11 Contractor Provided 0& M Binders .13 Use of Site .1 Contractor's Responsibility for Safety and Compliance with Laws and Regulations .14 Cutting and Patching .1 Contractor's Obligations .2 Limitation on Actions .15 Cleaning Up .1 Contractor's Obligations .2 Owner Action .3 Broken Glass;Other Cleanup Items .16 Access to Work .17 Royalties, Patents and Copyrights .18 Indemnification .1 Indemnified Matters 5 3467103.v2 .2 Workers Compensation .3 Enforcement Costs .4 Proceedings .5 Chapter 151 Texas Insurance Code .6 Survival .7 Indemnification of Architect Limited .19 Site Discipline .1 Rules for Subcontractors and Suppliers .20 Delivery of Documents .21 Inspections .22 Safety .23 Construction Means and Methods .24 Materials .25 Manufacturer's Instructions .26 Reports 4. ARCHITECT .1 General 21 .1 The Architect .2 Architect's Duties .2 Administration of the Contract .1 Contract Administration .2 Site Visits .1 Reimbursement for Architect's Additional Site Visits .3 Reporting to Owner .4 Communications .5 Certifying Amounts Due .6 Rejecting of Work;Inspection or Testing .7 Review and Approval of Submittals .8 Preparation of Change Orders and Construction Change .9 Inspections as to Progress .10 Architect's Project Representatives .11 Interpretations and Decisions as to Status of Performance .12 Impartiality .13 Aesthetic Effect Decisions .14 Requests for Information;Supplemental Drawings and Specifications .15 Owner Approval Required for Material Deviations 5. SUBCONTRACTORS .1 Definitions 23 .1 Subcontractor .2 Sub-Subcontractors, Etc. .2 Award of Subcontracts and Other Contracts for Portions of the Work .1 Approval of Subcontractors .2 Objection to Subcontractor .3 Substitution of Subcontractor .4 Objection to Substituted Subcontractor .3 Subcontractual Relations .1 Copies to be Provided Owner .2 Owner's Rights Against Subcontractors 6 3467103.x2 .3 Contractor's Review of Payments to Subcontractors and Suppliers .4 Subcontracts .5 Subcontractor's Schedule of Values .4 Contingent Assignment of Subcontracts .1 Assignment Subject to Owner's Acceptance .2 Effect of Suspension Over 30 Days .3 Assignment to Successor Contractor .5 Payments in Respect of Subcontract 6. CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS .1 Owner's Right to Perform Construction and to Award Separate Contracts 25 .1 Owner's Construction .2 "Contractor" .3 Coordination with Others .4 Obligations and Rights .2 Mutual Responsibility .1 Coordination with Others .2 Contractor Reporting Requirement .3 Reimbursement for Certain Costs .4 Wrongfully Caused Damage .5 Owner and Separate Contractor Responsibility for Cutting and Patching .3 Owner's Right to Clean Up 7. CHANGES IN THE WORK .1 General 26 .1 Change Orders;Construction Change Directives .2 Issuing Parties .3 Performed Under Contract Documents .4 Field Directives and Field Orders and Contract Sum and Contract Time .5 Change Proposals .6 Changes in Contract Time or Contract Sum .7 Backup and Spreadsheets .8 Adjustments Set Out in Change Order .2 Change Orders .1 Change Order .2 Allowance for Overhead and Profit .3 Settlement of Matters Relating to the Change in the Work .3 Construction Change Directives .1 Construction Change Directive .2 When Used .3 Adjustments to Contract Sum .4 Contractor's Acceptance or Disagreement .5 Contractor's Disagreement with Adjustment in Contract Time .6 Contractor to Proceed with Change and Notify Architect of Agreement or Disagreement .7 Contractor Signing Construction Change Directive .8 Net Decreases; Net Increases .9 Payments Pending Final Determination of Resulting Cost 7 3467103.v2 .10 Resulting Change Orders .11 Contractor to Proceed With Change in the Work .12 Contractor's Agreement with Change .13 Contractor's Allowance of OH and P .4 Minor Changes in the Work 8. TIME .1 Definitions 28 .1 "Contract Time" .2 Date of Commencement .3 "Date of Substantial Completion" .4 "Day" .2 Progress and Completion .1 Time is of Essence .2 Timely Placement of Insurance .3 Expeditious Performance .3 Delays and Extensions of Time .1 Basis Upon Which Delay and Extension is Determined .1 Recovery Plan .2 Claims Relating to Time .3 Damages for Delay .4 Acceleration 9. PAYMENTS AND COMPLETION .1 Contract Sum 29 .1 Total Amount Payable .2 Equitable Adjustment to Unit Prices .2 Schedule of Values .3 Applications for Payment • .1 Submission Date .1 Amounts Included for Changes .2 Amounts Not to be Included .2 Amounts Included for Materials and Equipment .3 Clear Title upon Payment .4 Owner's Payment Direct to Claimants .4 Certificates for Payment .1 Certificate for Payment or Notification of Reasons of Withholding Certification .2 Architect's Representations to Owner on Certification .5 Decisions to Withhold Certification .1 Owner's Decision .2 Claims Submission .3 Removal of Reasons to Withhold Certification .4 Joint Checks .5 Continued Prosecution of Work .6 Progress Payments .1 Payment Date; Retainage .2 Contractor's Payment of Subcontractors .3 Architect's Response to Subcontractors .4 Evidence of Payment of Subcontractors .5 Contractors Payment of Material and Equipment Suppliers 8 3467103.v2 .6 Does Not Constitute Acceptance of Work .7 Demonstration of Proper Payment .8 Contractor to Indemnify Owner for Lien Claims or Other Payment Claims .7 Failure of Payment .8 Substantial Completion .1 "Substantial Completion" .2 Punch List .3 Follow Up Inspection .1 Contractor Reimburses Owner for Additional Inspections .4 Certificate of Substantial Completion .5 Submission of Certificate; Payments .9 Partial Occupancy or Use .1 Submittals .2 Inspection .3 No Deemed Acceptance .10 Final Completion and Final Payment .1 Inspection;Certificate of Payment .1 Final Completion of a Phase of the Work .2 Submittals .3 Payment for Work To Date If Final Completion Delayed Without Contractor Fault .4 No Waiver of Claims by Owner by Payment .5 Acceptance of Final Payment by Contractor,Subcontractors and Suppliers .6 Records for Review .7 Final Payment Date 10. PROTECTION OF PERSONS AND PROPERTY .1 Safety Precautions and Programs 34 .2 Safety of Persons and Property .1 Contractor's Actions .2 Contractor's Compliance .3 Safeguards .4 Notice of Explosives or Hazardous Materials or Equipment or Unusual Methods .5 Remediation of Damage or Loss .6 Safety Representative On Site .7 Unsafe Loads and Unsafe Conditions .8 Injury or Damage to Person or Property .1 Reports of Regulatory Agencies Inspections .2 Protection of Persons and Property .9 Protection of Persons and Property .3 Hazardous Materials and Substances .1 Protocols;Contractor's Notice to Owner .2 Owner's Actions After Notice from Contractor .3 Owner's Indemnity .4 Contractor's Responsibility. .5 Contractor's Indemnity .6 Contractor's Compliance with Environmental Laws .4 Emergencies 11. INSURANCE AND BONDS 9 3467103.v2 .1 Contractor's Insurance and Bonds 36 .1 Claims Insured .2 Bonds .3 Furnishing Copy of Bond to Others .4 Notice of Cancellation or Expiration of Contractor's Required Insurance .2 Owner's Insurance .1 Contract Document Requirements .2 Failure to Purchase Required Property Insurance .3 Notice of Cancellation or Expiration of Owner's Required Property Insurance .3 Waivers of Subrogation .1 Waivers of Recovery and Subrogation .2 Owner's Property Insurance on Adjoining Property and Post-Completion Property Insurance .4 Loss of Use,Business Interruption,and Delay in Completion Insurance .5 Adjustment and Settlement of Insured Loss .1 Owner as Adjustor .2 Owner to Notify Contractor Prior to Proposed Settlement and Allocation of Insurance Proceeds 12. UNCOVERING AND CORRECTION OF WORK .1 Uncovering of Work 38 .1 Events of Contractor's Cost .2 Other Events .2 Correction of Work .1 Before Substantial Completion .2 After Substantial Completion .1 On Year Limited Express Warranty .2 Correction of Defective Work First Performed after Substantial Completion .3 Removal of Defective Work .4 Payment of Cost to Correct .5 No Override of Statute of Limitations .6 Not Exclusive Remedy .7 Operation of Defective Equipment Prior to Correction .3 Acceptance of Nonconforming Work 13. MISCELLANEOUS PROVISIONS .1 Governing Law 39 .2 Successors and Assigns .1 Consent to Assignment of Contract Required .2 Assignment to Construction Lender [Intentionally deleted.] .3 Rights and Remedies .1 Cumulative of Other Rights and Remedies .2 No Implied Approval or Acquiescence in a Breach .3 Survival After Completion or Termination .4 Tests and Inspections .1 Required Testing,Inspections and Approvals .2 Additional Testing 10 3467103.v2 .3 Revealed Failures .4 Results Delivered to Owner and Architect .5 Owner and Architect Observation .6 Prompt Contractor Action Required .5 Interest .6 Written Notice .7 Costs and Attorneys'Fees .8 Product Warranties and Substantial Completion .9 Owner Approval of Subcontractors .10 Interpretation .11 Assignment of Subcontracts and Orders 14. TERMINATION OR SUSPENSION OF THE CONTRACT .1 Termination by the Contractor 41 .1 Termination by Contractor Due to Certain Events .2 Termination by Contractor Due to Certain Time Elapses .3 Amounts Recoverable by Contractor .4 Termination by Contractor Due to Certain Other Events .2 Termination by the Owner for Cause .1 Cause .2 Certain Rights and Remedies of Owner .3 Effect of Termination for Cause on Further Payments .4 Amounts Payable to Parties .5 Insolvency .3 Suspension by the Owner for Convenience .1 Suspension, Delay or Interruption .2 Adjustments .4 Termination by the Owner for Convenience .1 Convenience .2 Actions to Be Taken by Contractor .3 Monies Owing 15. CLAIMS AND DISPUTES .1 Claims 43 .1 Definition .2 Time Limits on Claims .3 Notice of Claims .1 Condition Discovered Prior to Expiration of Correction of Work Period .2 Condition Discovered After Expiration of Correction of Work Period .4 Continuing Contract Performance .1 Pending Final Resolution of Claim .2 Initial Decision Maker's Decision .5 Claims for Additional Cost .6 Claims for Additional Time .1 Contents of Claim .2 Adverse Weather Conditions .3 Recognized Number of Adverse Weather Days .7 Waiver of Claims for Consequential Damages[Intentionally deleted.] lI 3467103.v2 .8 Predicate for Claims for Additional Time .9 Saturday and Sundays .10 Required Notice of Occurrences or Events Entitling Contractor to Additional Time .2 Initial Decision [Intentionally deleted.] .1 Claims Referred to Initial Decision Maker .2 Actions Within 10 Days [Intentionally deleted.] .3 Consultation with Persons with Special Knowledge or Expertise[Intentionally deleted.] .4 Furnishing Supportive Data [Intentionally deleted.] .5 Initial Decision [Intentionally deleted.] .6 Request for Mediation. [Intentionally deleted.] .7 Notice to Surety [Intentionally deleted.] .8 Mechanic's Liens [Intentionally deleted.] .3 Mediation .1 Non-Binding Mediation .2 AAA .3 Demand for Binding Dispute Resolution .4 Mediator's Fee;Location; Enforcement as Settlement Agreement .4 Arbitration [Intentionally deleted.] .1 AM [Intentionally deleted.] .2 Award .3 Specific Enforcement [Intentionally deleted.] .4 Consolidation or Joinder [Intentionally deleted.] 12 3467103.v2 EXHIBITS A. AIA EXHIBIT A INSURANCE AND BONDS B. PAYMENT AND PERFORMANCE BONDS C. SUBCONTRACTOR'S WARRANTY AND GUARANTY D. PREVAILING WAGE SCHEDULE E. DATA TRANSFER AGREEMENT F. PROJECT SCHEDULE G. PROJECT MANUAL .1 Request for Competitive Sealed Proposals .2 RFCSP#2019-08 South Campus Phase 1A Package 1 .3 Instructions to Bidders .4 Proposal .5 Attachment A-Drawing Index .6 Attachment B-Specification Index 13 3467103.v2 Document A201 " - 2017 General Conditions of the Contract for Construction for the following PROJECT: (Name and location or address) Del Mar College Project ADDITIONS AND DELETIONS: South Campus Phase 1 A Bid Package 1,Central Plant, Utilities,and Excavation The author of this document has added information needed for its THE OWNER: completion.The author may also have revised the text of the original (Name, legal status and address) AIA standard form.An Additions and Deletions Report that notes added Del Mar College District, a Texas junior college established under Chapter 130 of the information as well as revisions to Texas Education Code the standard form text is available 101 Baldwin Boulevard from the author and should be reviewed.A vertical line in the left Corpus Christi,Texas 78404 margin of this document indicates Attn:August Alfonso where the author has added Vice President of Facilities Operation and necessary information and where Chief Information Officer the author has added to or deleted Office: 361.698.1300 Cell:361.439.3977 from the original AIA text. This document has important legal THE ARCHITECT: consequences.Consultation with an (Name,legal status and address) attorney is encouraged with respect to its completion or modification. Gensler For guidance in modifying this 711 Louisiana Street,Suite 300 document to include supplementary Houston,TX 77002 conditions,see AIA Document Office: 713.844.0000 A5U3TM,Guide for Supplementary Fax: 713.844.0001 Conditions. Local Architect: Turner Ramirez 3751 S.Alameda St. Corpus Christi,TX 78411 Office: 361.994.8900 GDHM#3467100 Doc.#03 Init. AIA Document A201".—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA' Document Is protected by U.S.Copyright Law and International Treaties. 1 Unauthorized reproduction or distribution of this AIA'. Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.Th:s document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No. 5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (389ADA51) TABLE OF ARTICLES 1 GENERAL PROVISIONS 2 OWNER 3 CONTRACTOR 4 ARCHITECT 5 SUBCONTRACTORS 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS 7 CHANGES IN THE WORK 8 TIME 9 PAYMENTS AND COMPLETION 10 PROTECTION OF PERSONS AND PROPERTY 11 INSURANCE AND BONDS 12 UNCOVERING AND CORRECTION OF WORK 13 MISCELLANEOUS PROVISIONS 14 TERMINATION OR SUSPENSION OF THE CONTRACT 15 CLAIMS AND DISPUTES SEE TABLE OF CONTENTS(Doc.#02) Init. AIA Document A201"'-2017.Copyright©1911,1915,1918.1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997.2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA''Document Is protected by U.S.Copyright Law and International Treaties. 2 Unauthorized reproduction or distribution of this AIA"Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No. 5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA51) INDEX 2.5,3.1.3,3.5,3.10.2,4.2.7 (Topics and numbers in bold are Section headings.) Architect's Authority to Reject Work 3.5,4.2.6, 12.1.2, 12.2.1 Architect's Copyright Acceptance of Nonconforming Work 1.1.7, 1.5 9.6.6,9.9.3, 12.3 Architect's Decisions Acceptance of Work 3.7.4,4.2.6,4.2.7,4.2.11,4.2.12,4.2.13,4.2.14,6.3, 9.6.6,9.8.2,9.9.3,9.10.1,9.10.3, 12.3 7.3.4,7.3.9,8.1.3,8.3.1,9.2,9.4.1,9.5,9.8.4,9.9.1, Access to Work 13.4.2, 15.2 3.16,6.2.1, 12.1 Architect's Inspections Accident Prevention 3.7.4,4.2.2,4.2.9,9.4.2,9.8.3,9.9.2,9.10.1, 13.4 10 Architect's Instructions Acts and Omissions 3.2.4,3.3.1,4.2.6,4.2.7, 13.4.2 3.2,3.3.2,3.12.8,3.18,4.2.3,8.3.1,9.5.1, 10.2.5, Architect's Interpretations 10.2.8, 13.3.2, 14.1, 15.1.2, 15.2 4.2.11,4.2.12 Addenda Architect's Project Representative 1.1.1 4.2.10 Additional Costs,Claims for Architect's Relationship with Contractor 3.7.4,3.7.5, 10.3.2, 15.1.5 1.1.2, 1.5,2.3.3,3.1.3,3.2.2,3.2.3,3.2.4,3.3.1,3.4.2, Additional Inspections and Testing 3.5,3.7.4,3.7.5,3.9.2,3.9.3,3.10,3.11,3.12,3.16, 9.4.2,9.8.3, 12.2.1, 13.4 3.18,4.1.2,4.2,5.2,6.2.2,7,8.3.1,9.2,9.3,9.4,9.5, Additional Time,Claims for 9.7,9.8,9.9, 10.2.6, 10.3, 11.3, 12, 13.3.2, 13.4, 15.2 3.2.4,3.7.4,3.7.5,3.10.2,8.3.2, 15.1.6 Architect's Relationship with Subcontractors Administration of the Contract 1.1.2,4.2.3,4.2.4,4.2.6,9.6.3,9.6.4, 11.3 3.1.3,4.2,9.4,9.5 Architect's Representations Advertisement or Invitation to Bid 9.4.2,9.5.1,9.10.1 1.1.1 Architect's Site Visits Aesthetic Effect 3.7.4,4.2.2,4.2.9,9.4.2,9.5.1,9.9.2,9.10.1, 13.4 4.2.13 Asbestos Allowances 10.3.1 3.8 Attorneys'Fees Applications for Payment 3.18.1,9.6.8,9.10.2, 10.3.3 4.2.5,7.3.9,9.2,9.3,9.4,9.5.1,9.5.4,9.6.3,9.7,9.10 Award of Separate Contracts Approvals 6.1.1,6.1.2 2.1.1,2.3.1,2.5,3.1.3,3.10.2,3.12.8,3.12.9, Award of Subcontracts and Other Contracts for 3.12.10.1,4.2.7,9.3.2, 13.4.1 Portions of the Work Arbitration 5.2 8.3.1, 15.3.2, 15.4 Basic Definitions ARCHITECT 1.1 4 Bidding Requirements Architect,Definition of 1.1.1 4.1.1 Binding Dispute Resolution Architect,Extent of Authority 8.3.1,9.7, 11.5, 13.1, 15.1.2, 15.1.3, 15.2.1, 15.2.5, 2.5,3.12.7,4.1.2,4.2,5.2,6.3,7.1.2,7.3.4,7.4,9.2, 15.2.6.1, 15.3.1, 15.3.2, 15.3.3, 15.4.1 9.3.1,9.4,9.5,9.6.3,9.8,9.10.1,9.10.3, 12.1, 12.2.1, Bonds,Lien 13.4.1, 13.4.2, 14.2.2, 14.2.4, 15.1.4, 15.2.1 7.3.4.4,9.6.8,9.10.2,9.10.3 Architect,Limitations of Authority and Bonds,Performance,and Payment Responsibility 7.3.4.4,9.6.7,9.10.3, 11.1.2, 11.1.3, 11.5 2.1.1,3.12.4,3.12.8,3.12.10,4.1.2,4.2.1,4.2.2, Building Information Models Use and Reliance 4.2.3,4.2.6,4.2.7,4.2.10,4.2.12,4.2.13,5.2.1,7.4, 1.8 9.4.2,9.5.4,9.6.4, 15.1.4, 15.2 Building Permit Architect's Additional Services and Expenses 3.7.1 2.5, 12.2.1, 13.4.2, 13.4.3, 14.2.4 Capitalization Architect's Administration of the Contract 1.3 3.1.3,3.7.4, 15.2,9.4.1,9.5 Certificate of Substantial Completion Architect's Approvals 9.8.3,9.8.4,9.8.5 Ittlt. AIA Document A201"'—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIM'Document Is protected by U.S.Copyright Law and international Treaties. 3 Unauthorized reproduction or distribution of this AIA Document,or any portion of it,may result in severe civil and criminal penalties,and will be / prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No. 5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA51) Certificates for Payment 3.7.4,4.2.8,8.3.1, 10.3 4.2.1,4.2.5,4.2.9,9.3.3,9.4,9.5,9.6.1,9.6.6,9.7, Conditions of the Contract 9.10.1,9.10.3, 14.1.1.3, 14.2.4, 15.1.4 1.1.1,6.1.1,6.1.4 Certificates of Inspection,Testing or Approval Consent,Written 13.4.4 3.4.2,3.14.2,4.1.2,9.8.5,9.9.1,9.10.2,9.10.3, 13.2, Certificates of Insurance 15.4.4.2 9.10.2 Consolidation or Joinder Change Orders 15.4.4 1.1.1,3.4.2,3.7.4,3.8.2.3,3.11,3.12.8,4.2.8,5.2.3, CONSTRUCTION BY OWNER OR BY 7.1.2,7.1.3,7.2,7.3.2,7.3.7,7.3.9,7.3.10,8.3.1, SEPARATE CONTRACTORS 9.3.1.1,9.10.3, 10.3.2, 11.2, 11.5, 12.1.2 1.1.4,6 Change Orders,Definition of Construction Change Directive,Definition of 7.2.1 7.3.1 CHANGES IN THE WORK Construction Change Directives 2.2.2,3.11,4.2.8,7,7.2.1,7.3.1,7.4,8.3.1,9.3.1.1, 1.1.1,3.4.2,3.11,3.12.8,4.2.8,7.1.1,7.1.2,7.1.3, 11.5 7.3,9.3.1.1 Claims,Definition of Construction Schedules,Contractor's 15.1.1 3.10,3.11,3.12.1,3.12.2,6.1.3, 15.1.6.2 Claims,Notice of Contingent Assignment of Subcontracts 1.6.2, 15.1.3 5.4, 14.2.2.2 CLAIMS AND DISPUTES Continuing Contract Performance 3.2.4,6.1.1,6.3,7.3.9,9.3.3,9.10.4, 10.3.3, 15, 15.4 15.1.4 Claims and Timely Assertion of Claims Contract,Definition of 15.4.1 1.1.2 Claims for Additional Cost CONTRACT,TERMINATION OR SUSPENSION 3.2.4,3.3.1,3.7.4,7.3.9,9.5.2, 10.2.5, 10.3.2, 15.1.5 OF THE Claims for Additional Time 5.4.1.1,5.4.2, 11.5, 14 3.2.4,3.3.1,3.7.4,6.1.1,8.3.2,9.5.2, 10.3.2, 15.1.6 Contract Administration Concealed or Unknown Conditions,Claims for 3.1.3,4,9.4,9.5 3.7.4 Contract Award and Execution,Conditions Relating Claims for Damages to 3.2.4,3.18,8.3.3,9.5.1,9.6.7, 10.2.5, 10.3.3, 11.3, 3.7.1,3.10,5.2,6.1 11.3.2, 14.2.4, 15.1.7 Contract Documents,Copies Furnished and Use of Claims Subject to Arbitration 1.5.2,2.3.6,5.3 15.4.1 Contract Documents,Definition of Cleaning Up 1.1.1 3.15,6.3 Contract Sum Commencement of the Work,Conditions Relating to 2.2.2,2.2.4,3.7.4,3.7.5,3.8,3.10.2,5.2.3,7.3,7.4, 2.2.1,3.2.2,3.4.1,3.7.1,3.10.1,3.12.6,5.2.1,5.2.3, 9.1,9.2,9.4.2,9.5.1.4,9.6.7,9.7, 10.3.2, 11.5, 12.1.2, 6.2.2,8.1.2,8.2.2,8.3.1, 11.1, 11.2, 15.1.5 12.3, 14.2.4, 14.3.2, 15.1.4.2, 15.1.5, 15.2.5 Commencement of the Work,Definition of Contract Sum,Definition of 8.1.2 9.1 Communications Contract Time 3.9.1,4.2.4 1.1.4,2.2.1,2.2.2,3.7.4,3.7.5,3.10.2,5.2.3,6.1.5, Completion,Conditions Relating to 7.2.1.3,7.3.1,7.3.5,7.3.6,7,7,7.3.10,7.4,8.1.1, 3.4.1,3.11,3.15,4.2.2,4.2.9,8.2,9.4.2,9.8,9.9.1, 8.2.1,8.2.3,8.3.1,9.5.1,9.7, 10.3.2, 12.1.1, 12.1.2, 9.10, 12.2, 14.1.2, 15.1.2 14.3.2, 15.1.4.2, 15.1.6.1, 15.2.5 COMPLETION,PAYMENTS AND Contract Time,Definition of 9 8.1.1 Completion,Substantial CONTRACTOR 3.10.1,4.2.9,8.1.1,8.1.3,8.2.3,9.4.2,9.8,9.9.1, 3 9.10.3, 12.2, 15.1.2 Contractor,Definition of Compliance with Laws 3.1,6.1.2 2.3.2,3.2.3,3.6,3.7,3.12.10,3.13,9.6.4, 10.2.2, Contractor's Construction and Submittal Schedules 13.1, 13.3, 13.4.1, 13.4.2, 13.5, 14.1.1, 14.2.1.3, 3.10,3.12.1,3.12.2,4.2.3,6.1.3, 15.1.6.2 15.2.8, 15.4.2, 15.4.3 Contractor's Employees Concealed or Unknown Conditions Init. AIA Document A201 O1—2017.Copyright®1911,1915,1918,1925,1937.1951,1958,1961,1963,1966,1970,1976,1987.1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA'Document is protected by U.S.Copyright Law and International Treaties. 4 Unauthorized reproduction or distribution of this AIA'Document,or any portion of it,may result In severe civil and criminal penalties,and will be / prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No. 5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA51) 2.2.4,3.3.2,3.4.3,3.8.1,3.9,3.18.2,4.2.3,4.2.6, Damage to the Work 10.2, 10.3, 11.3, 14.1, 14.2.1.1 3.14.2,9.9.1, 10.2.1.2, 10.2.5, 10.4, 12.2.4 Contractor's Liability Insurance Damages,Claims for 11.1 3.2.4,3.18,6.1.1,8.3.3,9.5.1,9.6.7, 10.3.3, 11.3.2, Contractor's Relationship with Separate Contractors 11.3, 14.2.4, 15.1.7 and Owner's Forces Damages for Delay 3.12.5,3.14.2,4.2.4,6, 11.3, 12.2.4 6.2.3,8.3.3,9.5.1.6,9.7, 10.3.2, 14.3.2 Contractor's Relationship with Subcontractors Date of Commencement of the Work,Definition of 1.2.2,2.2.4,3.3.2,3.18.1,3.18.2,4.2.4,5,9.6.2, 8.1.2 9.6.7,9.10.2, 11.2, 11.3, 11.4 Date of Substantial Completion,Definition of Contractor's Relationship with the Architect 8.1.3 1.1.2, 1.5,2.3.3,3.1.3,3.2.2,3.2.3,3.2.4,3.3.1,3.4.2, Day,Definition of 3.5.1,3.7.4,3.10,3.11,3.12,3.16,3.18,4.2,5.2, 8.1.4 6.2.2,7,8.3.1,9.2,9.3,9.4,9.5,9.7,9.8,9.9, 10.2.6, Decisions of the Architect 10.3, 11.3, 12, 13.4, 15.1.3, 15.2.1 3.7.4,4.2.6,4.2.7,4.2.11,4.2.12,4.2.13,6.3,7.3.4, Contractor's Representations 7.3.9,8.1.3,8.3.1,9.2,9.4,9.5.1,9.8.4,9.9.1, 13.4.2, 3.2.1,3.2.2,3.5,3.12.6,6.2.2,8.2.1,9.3.3,9.8.2 14.2.2, 14.2.4, 15.1, 15.2 Contractor's Responsibility for Those Performing the Decisions to Withhold Certification Work 9.4.1,9.5,9.7, 14.1.1.3 3.3.2,3.18,5.3,6.1.3,6.2,9.5.1, 10.2.8 Defective or Nonconforming Work,Acceptance, Contractor's Review of Contract Documents Rejection and Correction of 3.2 2.5,3.5,4.2.6,6.2.3,9.5.1,9.5.3,9.6.6,9.8.2,9.9.3, Contractor's Right to Stop the Work 9.10.4, 12.2.1 2.2.2,9.7 Definitions Contractor's Right to Terminate the Contract 1.1,2.1.1,3.1.1,3.5,3.12.1,3.12.2,3.12.3,4.1.1,5.1, 14.1 6.1.2,7.2.1,7.3.1,8.1,9.1,9.8.1, 15.1.1 Contractor's Submittals Delays and Extensions of Time 3.10,3.11,3.12,4.2.7,5.2.1,5.2.3,9.2,9.3,9.8.2, 3.2,3.7.4,5.2.3,7.2.1,7.3.1,7.4,8.3,9.5.1,9.7, 9.8.3,9.9.1,9.10.2,9.10.3 10.3.2, 10.4, 14.3.2, 15.1.6, 15.2.5 Contractor's Superintendent Digital Data Use and Transmission 3.9, 10.2.6 1.7 Contractor's Supervision and Construction Disputes Procedures 6.3,7.3.9, 15.1, 15.2 1.2.2,3.3,3.4,3.12.10,4.2.2,4.2.7,6.1.3,6.2.4, Documents and Samples at the Site 7.1.3,7.3.4,7.3.6,8.2, 10, 12, 14, 15.1.4 3.11 Coordination and Correlation Drawings,Definition of 1.2,3.2.1,3.3.1,3.10,3.12.6,6.1.3,6.2.1 1.1.5 Copies Furnished of Drawings and Specifications Drawings and Specifications,Use and Ownership of 1.5,2.3.6,3.11 3.11 Copyrights Effective Date of Insurance 1.5,3.17 8.2.2 Correction of Work Emergencies 2.5,3.7.3,9.4.2,9.8.2,9.8.3,9.9.1, 12.1.2, 12.2, 12.3, 10.4, 14.1.1.2, 15.1.5 15.1.3.1, 15.1.3.2, 15.2.1 Employees,Contractor's Correlation and Intent of the Contract Documents 3.3.2,3.4.3,3.8.1,3.9,3.18.2,4.2.3,4.2.6, 10.2, 1.2 10.3.3, 11.3, 14.1, 14.2.1.1 Cost,Definition of Equipment,Labor,or Materials 7.3.4 1.1.3, 1.1.6,3.4,3.5,3.8.2,3.8.3,3.12,3.13,3.15.1, Costs 4.2.6,4.2.7,5.2.1,6.2.1,7.3.4,9.3.2,9.3.3,9.5.1.3, 2.5,3.2.4,3.7.3,3.8.2,3.15.2,5.4.2,6.1.1,6.2.3, 9.10.2, 10.2.1, 10.2.4, 14.2.1.1, 14.2.1.2 7.3.3.3,7.3.4,7.3.8,7.3.9,9.10.2, 10.3.2, 10.3.6, Execution and Progress of the Work 11.2, 12.1.2, 12.2.1, 12.2.4, 13.4, 14 1.1.3, 1.2.1, 1.2.2,2.3.4,2.3.6,3.1,3.3.1,3.4.1,3.7.1, Cutting and Patching 3.10.1,3.12,3.14,4.2,6.2.2,7.1.3,7.3.6,8.2,9.5.1, 3.14,6.2.5 9.9.1, 10.2, 10.3, 12.1, 12.2, 14.2, 14.3.1, 15.1.4 Damage to Construction of Owner or Separate Extensions of Time Contractors 3.2.4,3.7.4,5.2.3,7.2.1,7.3,7.4,9.5.1,9.7, 10.3.2, 3.14.2,6.2.4, 10.2.1.2, 10.2.5, 10.4, 12.2.4 10.4, 14.3, 15.1.6, 15.2.5 Init. AIA Document A201T"—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties. 5 Unauthorized reproduction or distribution of this AIA'Document,or any portion of It,may result in severe civil and criminal penalties,and will be / prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No. 5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA51) Failure of Payment INSURANCE AND BONDS 9.5.1.3,9.7,9.10.2, 13.5, 14.1.1.3, 14.2.1.2 11 Faulty Work Insurance Companies,Consent to Partial Occupancy (See Defective or Nonconforming Work) 9.9.1 Final Completion and Final Payment Insured loss,Adjustment and Settlement of 4.2.1,4.2.9,9.8.2,9.10, 12.3, 14.2.4, 14.4.3 11.5 Financial Arrangements,Owner's Intent of the Contract Documents 2.2.1, 13.2.2, 14.1.1.4 1.2.1,4.2.7,4.2.12,4.2.13 GENERAL PROVISIONS Interest 1 13.5 Governing Law Interpretation 13.1 1.1.8, 1.2.3, 1.4,4.1.1,5.1,6.1.2, 15.1.1 Guarantees(See Warranty) Interpretations,Written Hazardous Materials and Substances 4.2.11,4.2.12 10.2.4, 10.3 Judgment on Final Award Identification of Subcontractors and Suppliers 15.4.2 5.2.1 Labor and Materials,Equipment Indemnification 1.1.3, 1.1.6,3.4,3.5,3.8.2,3.8.3,3.12,3.13,3.15.1, 3.17,3.18,9.6.8,9.10.2, 10.3.3, 11.3 5.2.1,6.2.1,7.3.4,9.3.2,9.3.3,9.5.1.3,9.10.2, 10.2.1, Information and Services Required of the Owner 10.2.4, 14.2.1.1, 14.2.1.2 2.1.2,2.2,2.3,3.2.2,3.12.10.1,6.1.3,6.1.4,6.2.5, Labor Disputes 9.6.1,9.9.2,9.10.3, 10.3.3, 11.2, 13.4.1, 13.4.2, 8.3.1 14.1.1.4, 14.1.4, 15.1.4 Laws and Regulations Initial Decision 1.5,2.3.2,3.2.3,3.2.4,3.6,3.7,3.12.10,3.13,9.6.4, 15.2 9.9.1, 10.2.2, 13.1, 13.3.1, 13.4.2, 13.5, 14, 15.2.8, Initial Decision Maker,Definition of 15.4 1.1.8 Liens Initial Decision Maker,Decisions 2.1.2,9.3.1,9.3.3,9.6.8,9.10.2,9.10.4, 15.2.8 14.2.4, 15.1.4.2, 15.2.1, 15.2.2, 15.2.3, 15.2.4, 15.2.5 Limitations,Statutes of Initial Decision Maker,Extent of Authority 12.2.5, 15.1.2, 15.4.1.1 14.2.4, 15.1.4.2, 15.2.1, 15.2.2, 15.2.3, 15.2.4, 15.2.5 Limitations of Liability Injury or Damage to Person or Property 3.2.2,3.5,3.12.10,3.12.10.1,3.17,3.18.1,4.2.6, 10.2.8, 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, 12.2.5, 13.3.1 3.1.3,3.3.3,3.7.1,4.2.2,4.2.6,4.2.9,9.4.2,9.8.3, Limitations of Time 9.9.2,9.10.1, 12.2.1, 13.4 2.1.2,2.2,2.5,3.2.2,3.10,3.11,3.12.5,3.15.1,4.2.7, Instructions to Bidders 5.2,5.3,5.4.1,6.2.4,7.3,7.4,8.2,9.2,9.3.1,9.3.3, 1.1.1 9.4.1,9.5,9.6,9.7,9.8,9.9,9.1 0, 12.2, 13.4, 14, 15, Instructions to the Contractor 15.1.2, 15.1.3, 15.1.5 3.2.4,3.3.1,3.8.1,5.2.1,7,8.2.2, 12, 13.4.2 Materials,Hazardous Instruments of Service,Definition of 10.2.4, 10.3 1.1.7 Materials,Labor,Equipment and Insurance 1.1.3, 1.1.6,3.4.1,3.5,3.8.2,3.8.3,3.12,3.13,3.15.1, 6.1.1,7.3.4,8.2.2,9.3.2,9.8.4,9.9.1,9.10.2, 10.2.5, 5.2.1,6.2.1,7.3.4,9.3.2,9.3.3,9.5.1.3,9.10.2, 11 10.2.1.2, 10.2.4, 14.2.1.1, 14.2.1.2 Insurance,Notice of Cancellation or Expiration Means,Methods,Techniques,Sequences and 11.1.4, 11.2.3 Procedures of Construction Insurance,Contractor's Liability 3.3.1,3.12.10,4.2.2,4.2.7,9.4.2 11.1 Mechanic's Lien Insurance,Effective Date of 2.1.2,9.3.1,9.3.3,9.6.8,9.10.2,9.10.4, 15.2.8 8.2.2, 14.4.2 Mediation Insurance,Owner's Liability 8.3.1, 15.1.3.2, 15.2.1, 15.2.5, 15.2.6, 15.3, 15.4.1, 11.2 15.4.1.1 Insurance,Property Minor Changes in the Work 10.2.5, 11.2, 11.4, 11.5 1.1.1,3.4.2,3.12.8,4.2.8,7.1,7.4 Insurance,Stored Materials MISCELLANEOUS PROVISIONS 9.3.2 13 !nit' AIA Document A201 T"—2017.Copyright®1911,1915.1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA,'Document Is protected by U.S.Copyright Law and international Treaties. 6 Unauthorized reproduction or distribution of this AIA1°Document,or any portion of it,may result In severe civil and criminal penalties,and will be / prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No. 5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA51) Modifications,Definition of Separate Contracts 1.1.1 6.1 Modifications to the Contract Owner's Right to Stop the Work 1.1.1, 1.1.2,2.5,3.11,4.1.2,4.2.1,5.2.3,7,8.3.1,9.7, 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 9.6.6,9.9.3, 12.3 Ownership and Use of Drawings,Specifications and Nonconforming Work,Rejection and Correction of Other Instruments of Service 2.4,2.5,3.5,4.2.6,6.2.4,9.5.1,9.8.2,9.9.3,9.10.4, 1.1.1, 1.1.6, 1.1.7, 1.5,2.3.6,3.2.2,3.11,3.17,4.2.12, 12.2 5.3 Notice Partial Occupancy or Use 1.6, 1.6.1, 1.6.2,2.1.2,2.2.2.,2.2.3,2.2.4,2.5,3.2.4, 9.6.6,9.9 3.3.1,3.7.4,3.7.5,3.9.2,3.12.9,3.12.10,5.2.1,7.4, 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 15.1.6, 15.4.1 3.17 Notice of Cancellation or Expiration of Insurance Payment,Applications for 11.1.4, 11.2.3 4.2.5,7.3.9,9.2,9.3,9.4,9.5,9.6.3,9.7,9.8.5,9.10.1, Notice of Claims 14.2.3, 14.2.4, 14.4.3 1.6.2,2.1.2,3.7.4,9.6.8, 10.2.8, 15.1.3, 15.1.5, Payment,Certificates for 15.1.6, 15.2.8, 15.3.2, 15.4.1 4.2.5,4.2.9,9.3.3,9.4,9.5,9.6.1,9.6.6,9.7,9.10.1, Notice of Testing and Inspections 9.10.3, 14.1.1.3, 14.2.4 13.4.1, 13.4.2 Payment,Failure of Observations,Contractor's 9.5.1.3,9.7,9.10.2, 13.5, 14.1.1.3, 14.2.1.2 3.2,3.7.4 Payment,Final Occupancy 4.2.1,4.2.9,9.10, 12.3, 14.2.4, 14.4.3 2.3.1,9.6.6,9.8 Payment Bond,Performance Bond and Orders,Written 7.3.4.4,9.6.7,9.10.3, 11.1.2 1.1.1,2.4,3.9.2,7,8.2.2, 11.5, 12.1, 12.2.2.1, 13.4.2, Payments,Progress 14.3.1 9.3,9.6,9.8.5,9.10.3, 14.2.3, 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 2.2, 13.2.2, 14.1.1.4 10.3.1 Owner,Information and Services Required of the Performance Bond and Payment Bond 2.1.2,2.2,2.3,3.2.2,3.12.10,6.1.3,6.1.4,6.2.5, 7.3.4.4,9.6.7,9.10.3, 11.1.2 9.3.2,9.6.1,9.6.4,9.9.2,9.10.3, 10.3.3, 11.2, 13.4.1, Permits,Fees,Notices and Compliance with Laws 13.4.2, 14.1.1.4, 14.1.4, 15.1.4 2.3.1,3.7,3.13,7.3.4.4, 10.2.2 Owner's Authority PERSONS AND PROPERTY,PROTECTION OF 1.5,2.1.1,2.3.32.4,2.5,3.4.2,3.8.1,3.12.10,3.14.2, 10 4.1.2,4.2.4,4.2.9,5.2.1,5.2.4,5.4.1,6.1,6.3,7.2.1, Polychlorinated Biphenyl 7.3.1,8.2.2,8.3.1,9.3.2,9.5.1,9.6.4,9.9.1,9.10.2, 10.3.1 10.3.2, 11.4, 11.5, 12.2.2, 12.3, 13.2.2, 14.3, 14.4, Product Data,Definition of 15.2.7 3.12.2 Owner's Insurance Product Data and Samples,Shop Drawings 11.2 3.11,3.12,4.2.7 Owner's Relationship with Subcontractors Progress and Completion 1.1.2,5.2,5.3,5.4,9.6.4,9.10.2, 14.2.2 4.2.2,8.2,9.8,9.9.1, 14.1.4, 15.1.4 Owner's Right to Carry Out the Work Progress Payments 2.5, 14.2.2 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 Award Project Representatives Inst. AIA Document A201 TM—2017.Copyright®1911,1915,1918,1925,1937,1951,1958,1961,1963.1966,1970,1976,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA°Document is protected by U.S.Copyright Law and International Treaties. 7 Unauthorized reproduction or distribution of this AIA®Document,or any portion of it,may result in severe civil and criminal penalties,and will be / prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No. 5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA51) 4.2.10 6.1.1 Property Insurance Shop Drawings,Definition of 10.2.5, 11.2 3.12.1 Proposal Requirements Shop Drawings,Product Data and Samples 1.1.1 3.11,3.12,4.2.7 PROTECTION OF PERSONS AND PROPERTY Site,Use of 10 3.13,6.1.1,6.2.1 Regulations and Laws Site Inspections 1.5,2.3.2,3.2.3,3.6,3.7,3.12.10,3.13,9.6.4,9.9.1, 3.2.2,3.3.3,3.7.1,3.7.4,4.2,9.9.2,9.4.2,9.10.1, 13.4 10.2.2, 13.1, 13.3, 13.4.1, 13.4.2, 13.5, 14, 15.2.8, Site Visits,Architect's 15.4 3.7.4,4.2.2,4.2.9,9.4.2,9.5.1,9.9.2,9.10.1, 13.4 Rejection of Work Special Inspections and Testing 4.2.6, 12.2.1 4.2.6, 12.2.1, 13.4 Releases and Waivers of Liens Specifications,Definition of 9.3.1,9.10.2 1.1.6 Representations Specifications 3.2.1,3.5,3.12.6,8.2.1,9.3.3,9.4.2,9.5.1,9.10.1 1.1.1, 1.1.6, 1.2.2, 1.5,3.12.10,3.17,4.2.14 Representatives Statute of Limitations 2.1.1,3.1.1,3.9,4.1.1,4.2.10, 13.2.1 15.1.2, 15.4.1.1 Responsibility for Those Performing the Work Stopping the Work 3.3.2,3.18,4.2.2,4.2.3,5.3,6.1.3,6.2,6.3,9.5.1, 10 2.2.2,2.4,9.7, 10.3, 14.1 Retainage Stored Materials 9.3.1,9.6.2,9.8.5,9.9.1,9.10.2,9.10.3 6.2.1,9.3.2, 10.2.1.2, 10.2.4 Review of Contract Documents and Field Conditions Subcontractor,Definition of by Contractor 5.1.1 3.2,3.12.7,6.1.3 SUBCONTRACTORS Review of Contractor's Submittals by Owner and 5 Architect Subcontractors,Work by 3.10.1,3.10.2,3.11,3.12,4.2,5.2,6.1.3,9.2,9.8.2 1.2.2,3.3.2,3.12.1,3.18,4.2.3,5.2.3,5.3,5.4, Review of Shop Drawings,Product Data and 9.3.1.2,9.6.7 Samples by Contractor Subcontractual Relations 3.12 5.3,5.4,9.3.1.2,9.6,9.10, 10.2.1, 14.1, 14.2.1 Rights and Remedies Submittals 1.1.2,2.4,2.5,3.5,3.7.4,3.15.2,4.2.6,5.3,5.4,6.1, 3.10,3.11,3.12,4.2.7,5.2.1,5.2.3,7.3.4,9.2,9.3, 6.3,7.3.1,8.3,9.5.1,9.7, 10.2.5, 10.3, 12.2.1, 12.2.2, 9.8,9.9.1,9.10.2,9.10.3 12.2.4, 13.3, 14, 15.4 Submittal Schedule Royalties,Patents and Copyrights 3.10.2,3.12.5,4.2.7 3.17 Subrogation,Waivers of Rules and Notices for Arbitration 6.1.1, 11.3 15.4.1 Substances,Hazardous Safety of Persons and Property 10.3 10.2, 10.4 Substantial Completion Safety Precautions and Programs 4.2.9,8.1.1,8.1.3,8.2.3,9.4.2,9.8,9.9.1,9.10.3, 3.3.1,4.2.2,4.2.7,5.3, 10.1, 10.2, 10.4 12.2, 15.1.2 Samples,Definition of Substantial Completion,Definition of 3.12.3 9.8.1 Samples,Shop Drawings,Product Data and Substitution of Subcontractors 3.11,3.12,4.2.7 5.2.3,5.2.4 Samples at the Site,Documents and Substitution of Architect 3.11 2.3.3 Schedule of Values Substitutions of Materials 9.2,9.3.1 3.4.2,3.5,7.3.8 Schedules,Construction Sub-subcontractor,Definition of 3.10,3.12.1,3.12.2,6.1.3, 15.1.6.2 5.1.2 Separate Contracts and Contractors Subsurface Conditions 1.1.4,3.12.5,3.14.2,4.2.4,4.2.7,6,8.3.1, 12.1.2 3.7.4 Separate Contractors,Definition of Successors and Assigns Init. AIA Document A2017'—2017.Copyright®1911.1915.1918.1925,1937.1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA*Document is protected by U.S.Copyright Law and International Treaties. 8 Unauthorized reproduction or distribution of this AIA*Document,or any portion of it,may result in severe civil and criminal penalties,and will be / prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No. 5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA51) 13.2 2.1.2,2.2,2.5,3.2.2,3.10,3.11,3.12.5,3.15.1,4.2, Superintendent 5.2,5.3,5.4,6.2.4,7.3,7.4,8.2,9.2,9.3.1,9.3.3, 3.9, 10.2.6 9.4.1,9.5,9.6,9.7,9.8,9.9,9.10, 12.2, 13.4, 14, Supervision and Construction Procedures 15.1.2, 15.1.3, 15.4 1.2.2,3.3,3.4,3.12.10,4.2.2,4.2.7,6.1.3,6.2.4, Time Limits on Claims 7.1.3,7.3.4,8.2,8.3.1,9.4.2, 10, 12, 14, 15.1.4 3.7.4, 10.2.8, 15.1.2, 15.1.3 Suppliers Title to Work 1.5,3.12.1,4.2.4,4.2.6,5.2.1,9.3,9.4.2,9.5.4,9.6, 9.3.2,9.3.3 9.10.5, 14.2.1 UNCOVERING AND CORRECTION OF WORK Surety 12 5.4.1.2,9.6.8,9.8.5,9.10.2,9.10.3, 11.1.2, 14.2.2, Uncovering of Work 15.2.7 12.1 Surety,Consent of Unforeseen Conditions,Concealed or Unknown 9.8.5,9.10.2,9.10.3 3.7.4,8.3.1, 10.3 Surveys Unit Prices 1.1.7,2.3.4 7.3.3.2,9.1.2 Suspension by the Owner for Convenience Use of Documents 14.3 1.1.1, 1.5,2.3.6,3.12.6,5.3 Suspension of the Work Use of Site 3.7.5,5.4.2, 14.3 3.13,6.1.1,6.2.1 Suspension or Termination of the Contract Values,Schedule of 5.4.1.1, 14 9.2,9.3.1 Taxes Waiver of Claims by the Architect 3.6,3.8.2.1,7.3.4.4 13.3.2 Termination by the Contractor Waiver of Claims by the Contractor 14.1, 15.1.7 9.10.5, 13.3.2, 15.1.7 Termination by the Owner for Cause Waiver of Claims by the Owner 5.4.1.1, 14.2, 15.1.7 9.9.3,9.10.3,9.10.4, 12.2.2.1, 13.3.2, 14.2.4, 15.1.7 Termination by the Owner for Convenience Waiver of Consequential Damages 14.4 14.2.4, 15.1.7 Termination of the Architect Waiver of Liens 2.3.3 9.3,9.10.2,9.10.4 Termination of the Contractor Employment Waivers of Subrogation 14.2.2 6.1.1, 11.3 Warranty TERMINATION OR SUSPENSION OF THE 3.5,4.2.9,9.3.3,9.8.4,9.9.1,9.10.2,9.10.4, 12.2.2, CONTRACT 15.1.2 14 Weather Delays Tests and Inspections 8.3, 15.1.6.2 3.1.3,3.3.3,3.7.1,4.2.2,4.2.6,4.2.9,9.4.2,9.8.3, Work,Definition of 9.9.2,9.10.1, 10.3.2, 12.2.1, 13.4 1.1.3 TIME Written Consent 8 1.5.2,3.4.2,3.7.4,3.12.8,3.14.2,4.1.2,9.3.2,9.10.3, Time,Delays and Extensions of 13.2, 13.3.2, 15.4.4.2 3.2.4,3.7.4,5.2.3,7.2.1,7.3.1,7.4,8.3,9.5.1,9.7, Written Interpretations 10.3.2, 10.4, 14.3.2, 15.1.6, 15.2.5 4.2.11,4.2.12 Time Limits Written Orders 1.1.1,2.4,3.9,7,8.2.2, 12.1, 12.2, 13.4.2, 14.3.1 11111. AIA Document A201 n—2017.Copyright®1911,1915,1918,1925,1937,1951,1958,1961,1963.1966,1970,1976,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA5 Document Is protected by U.S.Copyright Law and International Treaties. 9 Unauthorized reproduction or distribution of this AIM Document,or any portion of It,may result In severe civil and criminal penalties,and will be / prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No. 5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA51) ARTICLE 1 GENERAL PROVISIONS §1.1 Basic Definitions §1.1.1 The Contract Documents The"Contract Documents"are enumerated in the Agreement between the Owner and Contractor(hereinafter the Agreement)and consist of the Agreement,Conditions of the Contract(General,Supplementary and other Conditions),Drawings,Specifications,Addenda issued prior to execution of the Contract,other documents listed in the Agreement,and Modifications issued after execution of the Contract.A Modification is(1)a written amendment to the Contract signed by both parties,(2)a Change Order,(3)a Construction Change Directive,or(4)a written order for a minor change in the Work issued by the Architect.Unless specifically enumerated in the Agreement,the Contract Documents do not include the advertisement or invitation to bid,Instructions to Bidders,sample forms, other information furnished by the Owner in anticipation of receiving bids or proposals,the Contractor's bid or proposal,or portions of Addenda relating to bidding or proposal requirements. §1.1.2 The Contract The Contract Documents form the"Contract for Construction".The"Contract"represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations,representations,or agreements, either written or oral.The Contract may be amended or modified only by a Modification.The Contract Documents shall not be construed to create a contractual relationship of any kind(1)between the Contractor and the Architect or the Architect's consultants,(2)between the Owner and a Subcontractor or a Sub-subcontractor,(3)between the Owner and the Architect or the Architect's consultants,or(4)between any persons or entities other than the Owner and the Contractor.The Architect shall,however,be entitled to performance and enforcement of obligations under the Contract intended to facilitate performance of the Architect's duties. §1.1.3 The Work The term"Work"means the construction and services required by the Contract Documents,whether completed or partially completed,and includes all other labor,materials,equipment,and services provided or to be provided by the Contractor to fulfill the Contractor's obligations.The Work may constitute the whole or a part of the Project. §1.1.4 The Project The"Project"is the total construction of which the Work performed under the Contract Documents may be the whole or a part and which may include construction by the Owner and by Separate Contractors. §1.1.5 The Drawings The"Drawings"are the graphic and pictorial portions of the Contract Documents showing the design,location and dimensions of the Work,generally including plans,elevations,sections,details,schedules,and diagrams. §1.1.6 The Specifications The"Specifications"are that portion of the Contract Documents consisting of the written requirements for materials,equipment,systems,standards and workmanship for the Work,and performance of related services. §1.1.7 Instruments of Service (Paragraph Deleted) "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 or other design professional as designated by Owner under their respective professional services agreements.Instruments of Service may include,without limitation,studies,surveys,models,sketches,drawings,specifications,and other similar materials. §1.1.8 Initial Decision Maker [Intentionally deleted.] §1.1.9 Knowledge. See Supplementary Conditions for this provision. Init. AIA Document A201'.—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987.1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties. 10 Unauthorized reproduction or distribution of this AIA®Document,or any portion of it,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No. 5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (389ADA51) §1.2 Correlation and Intent of the Contract Documents §1.2.1 Resolution of Inconsistencies;Clarifications.The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor.The Contract Documents are complementary,and what is required by one shall be as binding as if required by all;performance by the Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the indicated results. See Supplementary Conditions for additional provisions added to this section. §1.2.1.1 Severability.The invalidity of any provision of the Contract Documents shall not invalidate the Contract or its remaining provisions.If it is determined that any provision of the Contract Documents violates any law,or is otherwise invalid or unenforceable,then that provision shall be revised to the extent necessary to make that provision legal and enforceable.In such case the Contract Documents shall be construed,to the fullest extent permitted by law,to give effect to the parties' intentions and purposes in executing the Contract. §1.2.1.1 Interpretation;Verifications. See Supplementary Conditions for this provision. §1.2.2 Division of Work Independent of Specifications or Drawings.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 Recognized Meanings.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(I)specifically defined,(2)the titles of numbered articles,or(3)the titles of other documents published by the American Institute of Architects. Capitalized terms that are not specifically defined shall havwe the meaning intended with the first use of the term. §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 Instruments of Service.The Architect and the Architect's consultants shall be deemed the authors of the Instruments of Service,including the Drawings and Specifications.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'other design professionals or Owner's rights therein. §1.5.2 Authorized Use.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 (Digital Data Use and Transmission)and 1.8(Building Information Models Use and Reliance),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 Notices Other Than Notice of Claims.Except as otherwise provided in Section 1.6.2(Notice of Claims),where the Contract Documents require one party to notify or give notice to the other party,such notice shall be provided in writing to the designated representative of the party to whom the notice is addressed and shall be deemed to have been duly served if delivered in person,by mail,by courier,or by electronic transmission if a method for electronic transmission is set forth in the Agreement. Inst. AIA Document A201 T"—2017.Copyright©1911,1915,1918,1925.1937,1951,1958,1961,1963,1966,1970,1976.1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA*Document is protected by U.S.Copyright Law and International Treaties. 11 Unauthorized reproduction or distribution of this AIA Document,or any portion of It,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No. 5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA51) §1.6.2 Notice of Claims.Notice of Claims as provided in Section 15.13(Notice of Claims)shall be provided in writing and shall be deemed to have been duly served only if delivered to the designated representative of the party to whom the notice is addressed by certified or registered mail,or by courier providing proof of delivery. §1.7 Digital Data Use and Transmission The parties shall agree upon protocols governing the transmission and use of Instruments of Service or any other information or documentation in digital form.The parties will complete,enter into and use an agreement covering Building Information Modeling and Digital Data,which is in the form attached hereto as Exhibit E-Data Transfer Agreement or another form approved by Owner and Architect,to establish the protocols for the development,use,transmission,and exchange of digital data. §1.7.1 CADD Data. See Supplementary Conditions for this provision. §1.8 Building Information Models Use and Reliance Any use of,or reliance on,all or a portion of a building information model without agreement to protocols governing the use of,and reliance on,the information contained in the model and without having those protocols set forth in AIA Document E203T"1-2013,Building Information Modeling and Digital Data Exhibit,and the requisite AIA Document G202T"1_2013,Project Building Information Modeling Protocol Form,shall be at the using or relying party's sole risk and without liability to the other party and its contractors or consultants,the authors of,or contributors to,the building information model,and each of their agents and employees. ARTICLE 2 OWNER §2.1 General §2.1.1 The Owner.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(Contract Administration),the Architect does not have such authority.The term"Owner"means the Owner or the Owner's authorized representative. §2.1.2 Title Information. [Intentionally deleted.] §2.2 Evidence of the Owner's Financial Arrangements §2.2.1 Financial Information-Prior to Commencement of Work. [Intentionally deleted.] §2.2.2 Financial Information-After Commencement of Work. [Intentionally deleted.] §2.2.3 Prior Notice to Be Given Contractor. [Intentionally deleted.] §2.2.4 Confidentiality. [Intentionally deleted.] §2.3 Information and Services Required of the Owner §2.3.1 Approvals to be Obtained by Owner.Except for permits and fees that are the responsibility of the Contractor under the Contract Documents,including those required under Section 3.7.1 (Building Permit and Other Governmental Charges),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 Architect.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 Successor Architect.If the employment of the Architect terminates,the Owner shall employ a successor and whose status under the Contract Documents shall be that of the Architect. §2.3.4 Owner's and Third Party's Records. [See Supplementary Conditions for this provision.] Inst. AIA Document A201' —2017.Copyright®1911,1915,1918.1925,1937,1951,1958,1961,1963.1966,1970,1976,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA'Document is protected by U.S.Copyright Law and International Treaties. 12 Unauthorized reproduction or distribution of this AIA'Document,or any portion of It,may result In severe chill and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No. 5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA51) §2.3.5 Other.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 Contract Documents. Electronic(PDF)files of the Contract Documents(including the Drawings,the Project Manual and all Addenda)will be provided to all bidders and the Contractor. The Contractor and all Sub-contractors and suppliers will be responsible for printing any paper documents which may be required for bidding purposes, construction purposes and for submission of final closeout documents to Owner. §2.4 Owner's Right to Stop the Work [See Supplementary Conditions for this provision.] §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 (Owner's Decision),withhold or nullify a Certificate for Payment in whole or in part,to the extent reasonably necessary to reimburse the Owner for the reasonable cost of correcting such deficiencies,including Owner's expenses and compensation for the Architect's additional services made necessary by such default,neglect,or failure.If current and future payments are not sufficient to cover such amounts,the Contractor shall pay the difference to the Owner. If the Contractor disagrees with the actions of the Owner or the Architect,or the amounts claimed as costs to the Owner,the Contractor may file a Claim pursuant to Article 15(Claims and Disputes). ARTICLE 3 CONTRACTOR §3.1 General §3.1,1 Contractor.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 Performance of the Work. The Contractor shall perform the Work in accordance with the Contract Documents and all applicable laws,statutes,ordinances,codes,rules and regulations,or lawful orders of public authorities that bear upon the performance of the Work. The Contrctor shall prsecute the Work in a good and workmanlike manner, continuously and diligently in accordance with generally accepted standards for construction of projects similar to the Project. Contractor shall at all times use reasonable measures to procct the Work from damage caused by weather and casualties. §3.1.3 Activities,Tests,Inspections or Approvals by Third Parties. The Contractor shall not be relieved of its obligations to perform the Work in accordance with the Contract Documents either by activities or duties of the Architect in the Architect's administration of the Contract,or by tests,inspections or approvals required or performed by persons or entities other than the Contractor. §3.2 Review of Contract Documents and Field Conditions by Contractor §3.2.1 Satisfaction as to Conditions and Limitations;Obligation to Notify Owner or Architect of Material Inaccuracies or Misleading Information. [See Supplementary Conditions for this provision.] §3.2.2 Field Measurements.Because the Contract Documents are complementary,the Contractor shall,before starting each portion of the Work,carefully study and compare the various Contract Documents relative to that portion of the Work,as well as the information furnished by the Owner pursuant to Section 2.3.4(Owner's and Third Party's Records),shall take field measurements of any existing conditions related to that portion of the Work,and shall observe any conditions at the site affecting it.These obligations are for the purpose of facilitating coordination and construction by the Contractor and are not for the purpose of discovering errors,omissions,or inconsistencies in the Contract Documents;however,the Contractor shall promptly report to the Architect any (nit. AIA Document A201"'—2017.Copyright®1911,1915,1918,1925,1937,1951,1958.1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA'Document is protected by U.S.Copyright Law and International Treaties. 13 Unauthorized reproduction or distribution of this AIA6 Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48.41 ET on 07/09/2019 under Order No. 5363042475 which expires on 07/08/2020.and is not for resale. User Notes: (3B9ADA51) errors,inconsistencies or omissions discovered by or made known to the Contractor as a request for information in such form as the Architect may require.It is recognized that the Contractor's review is made in the Contractor's capacity as a contractor and not as a licensed design professional,unless otherwise specifically provided in the Contract Documents.See Supplementary Conditions for additional provisions added to this section. §3.2.3 Reporting Discovered Nonconformity.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 and Owner in writing any nonconformity discovered by or made known to the Contractor as a request for information in such form as the Architect may require. §3.2.4 Claims for Change to Contract Time or Contract Sum.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(Field Measurements)or 3.2.3(Reporting Discovered Nonconformity),the Contractor shall submit Claims as provided in Article 15(Claims and Disputes).If the Contractor fails to perform the obligations of Sections 3.2.2(Field Measurements)or 3.2.3(Reporting Discovered Nonconformity),the Contractor shall pay such costs and damages to the Owner,subject to Section 15.1.7(Waiver of Claims for Consequential Damages),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. §3.2.5 Contractor Reimburses Owner. Sec Supplementary Conditions for this provision. §3.2.6 Coordination of Contract Documents. See Supplementary Conditions for this provision. §3.2.7 Contract Documents Prepared by Third Party Contractors. See Supplementary Conditions for this provision. §3.2.8 Supplemental Design Information. See Supplementary Conditions for this provision. §3.3 Supervision and Construction Procedures §3.3.1 Skill,Attention,Means,Methods,Techniques,Sequences and Procedures.The Contractor shall supervise and direct the Work,using the best skill and attention.The Contractor shall be solely responsible for,and have control over,construction means,methods,techniques,sequences,and procedures,and for coordinating all portions of the Work under the Contract.If the Contract Documents give specific instructions concerning construction means, methods,techniques,sequences,or procedures,the Contractor shall evaluate the jobsite safety thereof and shall be solely responsible for the jobsite safety of such means,methods,techniques,sequences,or procedures.If the Contractor determines that such means,methods,techniques,sequences or procedures may not be safe,the Contractor shall give timely notice to the Owner and Architect,and shall propose alternative means,methods, techniques,sequences,or procedures.The Architect shall evaluate the proposed alternative solely for conformance with the design intent for the completed construction.Unless the Owner or the Architect objects to the Contractor's proposed alternative,the Contractor shall perform the Work using its alternative means,methods,techniques, sequences,or procedures. §3.3.2 Responsible for Employees,Subcontractors,Etc..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.See Supplementary Conditions for additional provisions added to this section. §3.3.3 Inspector of Performed Work.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. §3.3.4 Inspections I Testing. Sec Supplementary Conditions for this provision. §3.3.5 Quality. See Supplementary Conditions for this provision. Init. AIA Document A201".—2017.Copyright®1911,1915,1918,1925.1937,1951,1958,1961.1963,1966,1970,1976,1987,1997.2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA°Document Is protected by U.S.Copyright Law and International Treaties. 14 Unauthorized reproduction or distribution of this AIN,Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No. 5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA51) §3.4 Labor and Materials §3.4.1 Payment.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.See Supplementary Conditions for additional provisions added to this section. §3.4.2 Substitutions.Except in the case of minor changes in the Work approved by the Architect in accordance with Section 3.12.8(Deviations)or ordered by the Architect in accordance with Section 7.4(Minor Changes In The Work),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. §3.4.2.1 Contractor Requests.See Supplementary Conditions. §3.4.2.2 Reimbursement for Architect's Review Substitution Requests•Contractor Cost.See Supplementary Conditions. §3.4.3 Discipline and Order. 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 General Warranty. [See Supplementary Conditions for this provision.] §3.5.2 Materials,Equipment,Other Special Warranties.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(Certificate of Substantial Completion). §3.5.3 Manufacturer's Warranty.See Supplementary Conditions. §3.5.4 Subcontractor Warranties.See Supplementary Conditions. §3.5.5 Use of Work by Contractor Prior to Substantial Completion. See Supplementary Conditions for this provision. §3.5.6 Contractor's Continued Responsibility;Owner's Self Help. See Supplementary Conditions for this provision. §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. See Supplementary Conditions for provisions added to this Section. §3.7 Permits,Fees,Notices and Compliance with Laws §3.7.1 Building Permit and Other Governmental Charges.Unless otherwise provided in the Contract Documents,the Contractor shall secure and pay for the building permit as well as for other permits,fees,licenses,and inspections by government agencies necessary for proper execution and completion of the Work that are customarily secured after execution of the Contract and legally required at the time bids are received or negotiations concluded. §3.7.2 Governmental Compliance and Notices.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. See Supplementary Conditions for provisions added to this Section. §3.7.3 Assumption of Responsibility under Circumstances.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. See Supplementary Conditions for additional provisions added to this section. Inst. AIA Document A201".—2017.Copyright®1911,1915,1918,1925,1937.1951.1958,1961,1963,1966.1970,1976,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AlAe Document Is protected by U.S.Copyright Law and International Treaties. 15 Unauthorized reproduction or distribution of this AIM Document,or any portion of it,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No. 5363042475 which expires on 07/08/2020.and is not for resale. User Notes: (3B9ADA51) §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 which were not reasonably inferable by the Contractor from the Contract Documents and field conditions at the site of the Project 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,or(3)unknown or concealed physical conditions that Contractor should not reasonably have known or anticipated based on the area in which the site of the Project is located,the type of improvements involved,or the practices prevalent in the construction industry,the Contractor shall promptly provide notice to the Owner and the Architect before conditions are disturbed and in no event later than 5 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(Claims and Disputes). See Supplementary Conditions for additional provisions added to this section. §3.7.5 Suspension of Work under Circumstances.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(Claims and Disputes). §3.8 Allowances §3.8.1 Items Covered by Allowances.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 Contract Sum.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(l)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 Selections.Materials and equipment under an allowance shall be selected by the Owner with reasonable promptness. §3.9 Superintendent §3.9.1 On Site Superintendent and Assistants.The Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance at the Project site during performance of the Work.The superintendent shall represent the Contractor,and communications given to the superintendent shall be as binding as if given to the Contractor. §3.9.2 Qualifications of Superintendent.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 Owner or the Architect may notify the Contractor,stating whether the Owner or the init. AIA Document A201,"—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA6 Document Is protected by U.S.Copyright Law and International Treaties. 16 Unauthorized reproduction or distribution of this AIN'Document,or any portion of It,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No. 5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (389ADA51) Architect(1)has reasonable objection to the proposed superintendent or(2)requires additional time for review. Failure of the Owner or the Architect to provide notice within the 14-day period shall constitute notice of no reasonable objection. §3.9.3 Approval by Owner and Architect.The Contractor shall not employ a proposed superintendent to whom the Owner or Architect has made reasonable and timely objection.The Contractor shall not change the superintendent without the Owner's consent,which shall not unreasonably be withheld or delayed. §3.10 Contractor's Construction and Submittal Schedules §3.10.1 Construction Schedule. [See Supplementary Conditions for this provision.] §3.10.1.1 Construction Schedule Planning. Sec Supplementary Conditions for this provision. §3.10.2 Submittal Schedule Submission.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 Owner's and the Architect's approval.Failure to include a submittal in the schedule will not relieve the Contractor of the responsibility to provide submittals in a timely fashion. Should submittal requirements be identified by the Contractor,the Owner,or the Architect after the initial submittal of the initial Schedule,the Schedule will be revised to include the identified submittals and re-submitted as a revised Schedule. The Architect's approval shall not be unreasonably delayed or withheld.The submittal schedule shall(I)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.See Supplementary Conditions for additional provisions added to this section. §3.10.3 Performance in Accordance to Schedule. [See Supplementary Conditions for this provision.] §3.10.4 Being Off Schedule. [See Supplementary Conditions for this provision.] §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. See Supplementary Conditions for additional provisions added to this section. §3.11.1 Review or Receipt of Records by Owner or Architect Not a Waiver of Contractor's Responsibility. See Supplementary Conditions for this provision. §3.12 Shop Drawings,Product Data and Samples §3.12.1 Shop Drawings."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."Product Data"arc 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."Samples"arc physical examples that illustrate materials,equipment,or workmanship,and establish standards by which the Work will be judged. §3.12.4 Informational Submittals.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(or such other design professional designated by the Owner for submittal review)is subject to the limitations of Section 4.2.7(Minor Changes In The Work).Owner may Inst. AIA Document A201".—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The American institute of Architects.All rights reserved.WARNING:This AIA'Document is protected by U.S.Copyright Law and International Treaties. 17 Unauthorized reproduction or distribution of this AIM Document,or any portion of It,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No. 5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA51) designate one or more design professionals other other than the Architect to review submittals. Informational submittals upon which the Architect or other Owner designated reviewer 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.See Supplementary Conditions for additional provisions added to this section. §3.12.5 Confirmation by Contractor.The Contractor shall review for compliance with the Contract Documents, approve,and submit to the Architect and Owner,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.See Supplementary Conditions for additional provisions added to this section. §3.12.6 Contractor's Review,Approval,Verification,Checking and Coordination.By submitting Shop Drawings, Product Data,Samples,and similar submittals,the Contractor represents to the Owner and Architect that the Contractor has(1)reviewed and approved them,(2)determined and verified materials,field measurements and field construction criteria related thereto,or will do so,and(3)checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract Documents. §3.12.7 Approval Prior to Work under Circumstances.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 or such other person designated in writing by Owner to approve such submittals. §3.12.8 Deviations. 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 or other Owner designated person's approval of Shop Drawings,Product Data,Samples,or similar submittals,unless the Contractor has specifically notified the Architect and Owner of such deviation at the time of submittal and(1) the Architect and the Owner havehas 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 or other Owner designated person's approval thereof. §3.12.9 Revisions and Resubmissions.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 Professional Services.The Contractor shall not be required to provide professional services that constitute the practice of architecture or engineering unless such services are specifically required by the Contract Documents for a portion of the Work or unless the Contractor needs to provide such services in order to carry out the Contractor's responsibilities for construction means,methods,techniques,sequences,and procedures.The Contractor shall not be required to provide professional services in violation of applicable law. See Supplementary Conditions for additional provisions added to this section. §3.12.10.1 If Contract Documents Specifically Require of Contractor Professional Design Services or Certification Related to Systems,Materials,or Equipment. If professional design services or certifications by a design professional related to systems,materials,or equipment are specifically required of the Contractor by the Contract Documents, the Owner and the Architect will specify all performance and design criteria that such services must satisfy.The Contractor shall be entitled to rely upon the adequacy and accuracy of the performance and design criteria provided in the Contract Documents.The Contractor shall cause such services or certifications to be provided by an appropriately licensed design professional licensed to practice in the State of Texas,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 Init. AIA Document A201".—2017.Copyright 01911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997.2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA Document is protected by U.S.Copyright Law and International Treaties. 18 Unauthorized reproduction or distribution of this AIA' Document,or any portion of It,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No. 5363042475 which expires on 07/0812020,and is not for resale. User Notes: (3B9ADA51) to the Contractor the performance and design criteria that such services must satisfy.Pursuant to this Section 3.12.10(Professional Services),the Architect will review and approve or take other appropriate action on submittals only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. §3.12.10.2 If Contract Documents Require Contractor's Design Professional to Certify Work Performed in Accordance with Design Criteria.If the Contract Documents require the Contractor's design professional to certify that the Work has been performed in accordance with the design criteria,the Contractor shall furnish such certifications to the Owner and the Architect at the time and in the form specified by the Architect. §3.12.11 Contractor Provided 0&M Binders. See Supplementary Conditions for this provision. §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. See Supplementary Conditions for additional provisions added to this section. §3.13.1 Contractor's Responsibility for Safety and Compliance with Laws and Regulations. See Supplementary Conditions for this provision. §3.14 Cutting and Patching §3.14.1 Contractor's Obligations.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 Limitation on Actions.The Contractor shall not damage or endanger a portion of the Work or fully or partially completed construction of the Owner or Separate Contractors by cutting,patching,or otherwise altering such construction,or by excavation.The Contractor shall not cut or otherwise alter construction by the Owner or a Separate Contractor except with written consent of the Owner and of the Separate Contractor.Consent shall not be unreasonably withheld.The Contractor shall not unreasonably withhold,from the Owner or a Separate Contractor, its consent to cutting or otherwise altering the Work. §3.15 Cleaning Up §3.15.1 Contractor's Obligations.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. See Supplementary Conditions for additional provisions added to this section. §3.15.2 Owner Action. If the Contractor fails to clean up as provided in the Contract Documents,the Owner may do so and the Owner shall be entitled to reimbursement from the Contractor. §3.15.3 Broken Glass;Other Cleanup Items.See Supplementary Conditions. §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 Init. AIA Document A201''''—2017.Copyright©1911,1915,1918,1925.1937,1951,1958.1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties. 19 Unauthorized reproduction or distribution of this AIA1D Document,or any portion of it,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No. 5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (389ADA51) 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 Indemnified Matters. [See Supplementary Conditions for this provision.] §3.18.2 Workers Compensation. In claims against any person or entity indemnified under this Section 3.18 (Indemnification)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 (Indemnified Matters)shall not be limited by a limitation on amount or type of damages,compensation,or benefits payable by or for the Contractor or a Subcontractor under workers'compensation acts,disability benefit acts,or other employee benefit acts. §3.18.3 Enforcement Costs.See Supplementary Conditions. §3.18.4 Proceedings.See Supplementary Conditions. §3.18.5 Chapter 151 Texas Insurance Code.See Supplementary Conditions. §3.18.6 Survival.See Supplementary Conditions. §3.18.7 Indemnification of Architect Limited. See Supplementary Conditions for this provision. §3.19 Site Discipline. See Supplementary Conditions for this provision. §3.19.1 Rules for Subcontractors and Suppliers. Sec Supplementary Conditions for this provision. §3.20 Delivery of Documents. See Supplementary Conditions for this provision. §3.21 Inspections. See Supplementary Conditions for this provision. §3.22 Safety. See Supplementary Conditions for this provision. §3.23 Construction Means and Methods. See Supplementary Conditions for this provision. §3.24 Materials. See Supplementary Conditions for this provision. §3.25 Manufacturer's Instructions. See Supplementary Conditions for this provision. §3.26 Reports. See Supplementary Conditions for this provision. ARTICLE 4 ARCHITECT §4.1 General §4.1.1 The Architect.The Architect is the person or entity retained by the Owner pursuant to Section 2.3.2(The Architect)and identified as such in the Agreement. §4.1.2 Architect's Duties.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 Contract Administration. 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. Init. AIA Document A201 T"—2017.Copyright©1911.1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties. 20 Unauthorized reproduction or distribution of this AIA"Document,or any portion of It,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No. 5363042475 which expires on 07/0812020,and is not for resale. User Notes: (3B9ADA51) §4.2.2 Site Visits,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. §4.2.2.1 Reimbursement for Architect's Additional Site Visits.See Supplementary Conditions. §4.2.3 Reporting to Owner.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,the Owner and the Owner's representatives and consultants will not be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents.The Architect,the Owner and the Owner's representatives and consultants 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.See Supplementary Conditions for additional provisions added to this section. §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 Certifying Amounts Due.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 Rejecting of Work;Inspection or Testing.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(Additional Testing)and 13.4.3(Revealed Failures),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 Review and Approval of Submittals. [See Supplementary Conditions for this provision.] §4.2.8 Preparation of Change Orders and Construction Change.The Architect will prepare Change Orders and Construction Change Directives,and may order minor changes in the Work as provided in Section 7.4(Minor Changes In The Work).The Architect will investigate and make determinations and recommendations regarding concealed and unknown conditions as provided in Section 3.7.4(Concealed or Unknown Conditions). §4.2.9 Inspections as to Progress.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(Substantial Completion);receive and fonvard 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(Final Completion and Final Payment);and issue a final Certificate for Payment pursuant to Section 9.10(Final Completion and Final Payment). Inst. AIA Document A201,"—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIM Document is protected by U.S.Copyright Law and International Treaties. 21 Unauthorized reproduction or distribution of this AIA®Document,or any portion of It,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No. 5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (389ADA51) §4.2.10 Architect's Project Representatives.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 Interpretations and Decisions as to Status of Performance.The Architect will interpret and decide matters concerning performance under,and requirements of,the Contract Documents on written request of either the Owner or Contractor.The Architect's response to such requests will be made in writing within any time limits agreed upon or otherwise with reasonable promptness. §4.2.12 Impartiality.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 Aesthetic Effect Decisions.The Architect's decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in the Contract Documents,if approved by Owner. §4.2.14 Requests for Information;Supplemental Drawings and Specifications.The Architect(or such other person designated by the Owner),or both,will review and respond to requests for information about the Contract Documents.The Architect's(or such other person designated by the Owner),or both,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. See Supplementary Conditions for additional provisions added to this section. §4.2.15 Owner Approval Required for Material Deviations. See Supplementary Conditions for this provision. ARTICLE 5 SUBCONTRACTORS §5.1 Definitions §5.1.1 Subcontractor. 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 Sub-Subcontractors,Etc..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 Approval of Subcontractors.Unless otherwise stated in the Contract Documents,the Contractor,as soon as practicable after award of the Contract(but at least five days prior to entering in each such respective subcontract)„ shall notify the Owner and Architect of the persons or entities proposed for each principal portion of the Work, along with copies of all bids received and a comparative analysis of the bides for each tract.,including those who are to furnish materials or equipment fabricated to a special design.Within 14 days of receipt of the information,the Owner or 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 Owner or Architect to provide notice within the 14-day period shall constitute notice of no reasonable objection. Upon the request of Owner or the Architect,Cotnractor shall provide the Owner and the Architect with the opportunity to interview any of the proposed Subcontractors,Sub-subcontractors and suppliers prior to the award of the contract so that Owner can review the scope of work and pricing contained in the bid with such person. Further,Contractor shall disclose to the Owner any ownership or affiliation between the Contractor and such person prior to entering into a subcontract,and Owner hsall have the right,in its sole discretion,to reject any such Subcontractor. §5.2.2 Objection to Subcontractor.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. Init. AIA Document A201' -2017.Copyright®1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA`Document is protected by U.S.Copyright Law and International Treaties. 22 Unauthorized reproduction or distribution of this AIAC Document,or any portion of it,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No. 5363042475 which expires on 07/0812020,and is not for resale. User Notes: (389ADA51) §5.2.3 Substitution of Subcontractor.If the Owner or Architect has reasonable objection to a person or entity proposed by the Contractor,the Contractor shall propose another to whom the Owner or Architect has no reasonable objection.If the proposed but rejected Subcontractor was reasonably capable of performing the Work,the Contract Sum and Contract Time shall be increased or decreased by the difference,if any,occasioned by such change,and an appropriate Change Order shall be issued before commencement of the substitute Subcontractor's Work.However, no increase in the Contract Sum or Contract Time shall be allowed for such change unless the Contractor has acted promptly and responsively in submitting names as required. §5.2.4 Objection to Substituted Subcontractor.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.See Supplementary Conditions for additional provisions added to this section. §5.3.1 Copies to be Provided Owner. See Supplementary Conditions for this provision. §5.3.2 Owner's Rights Against Subcontractors. See Supplementary Conditions for this provision. §5.3.3 Contractor's Review of Payments to Subcontractors and Suppliers. See Supplementary Conditions for this provision. §5.3.4 Subcontracts. See Supplementary Conditions for this provision. §5.3.5 Subcontractor's Schedule of Values See Supplementary Conditions for this provision. §5.4 Contingent Assignment of Subcontracts §5.4.1 Assignment Subject to Owner's Acceptance. 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(Termination By The Owner For Cause)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 See Supplementary Conditions for additional provisions added to this section. §5.4.2 Effect of Suspension Over 30 Days.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. (nit. AIA Document A201"'—2017.Copyright®1911.1915,1918,1925.1937,1951,1958,1961,1963.1966,1970,1976,1987,1997.2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIM Document is protected by U.S.Copyright Law and International Treaties. 23 Unauthorized reproduction or distribution of this AIM Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No. 5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA51) §5.4.3 Assignment to Successor Contractor.Upon assignment to the Owner under this Section 5.4(Contingent Assignment of Subcontracts),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. §5.5 Payments in Respect of Subcontract. See Supplementary Conditions for this provision. 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 Owner's Construction.The term"Separate Contractor(s)"shall mean other contractors retained by the Owner under separate agreements.The Owner reserves the right to perform construction or operations related to the Project with the Owner's own forces,and with Separate Contractors retained under Conditions of the Contract substantially similar to those of this Contract,including those provisions of the Conditions of the Contract related to insurance and waiver of subrogation. §6.1.2"Contractor".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 Coordination with Others. [See Supplementary Conditions for this provision.] §6.1.4 Obligations and Rights.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(Contractor),this Article 6 (Construction By Owner or By Separate Contractors),and Articles 10(Protection of Persons and Property),11 (Insurance and Bonds),and 12(Uncovering and Correction of Work). §6.2 Mutual Responsibility §6.2.1 Coordination with Others.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 Contractor Reporting Requirement.If part of the Contractor's Work depends for proper execution or results upon construction or operations by the Owner or a Separate Contractor,the Contractor shall,prior to proceeding with that portion of the Work,promptly notify the Architect of apparent discrepancies or defects in the construction or operations by the Owner or Separate Contractor that would render it unsuitable for proper execution and results of the Contractor's Work.Failure of the Contractor to notify the Architect and the Owner of apparent discrepancies or defects prior to proceeding with the Work shall constitute an acknowledgment that the Owner's or Separate Contractor's completed or partially completed construction is fit and proper to receive the Contractor's Work.The Contractor shall not be responsible for discrepancies or defects in the construction or operations by the Owner or Separate Contractor that are not apparent. §6.2.3 Reimbursement for Certain Costs.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 Wrongfully Caused Damage.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(Remediation of Damage or Loss). §6.2.5 Owner and Separate Contractor Responsibility for Cutting and Patching.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(Cutting and Patching). Inst. AIA Document A201,0—2017.Copyright©1911,1915.1918,1925,1937,1951,1958,1961,1963,1966.1970,1976,1987,1997,2007 and 2017 by The American institute of Architects.All rights reserved.WARNING:This AIM Document is protected by U.S.Copyright Law and international Treaties. 24 Unauthorized reproduction or distribution of this AIA°Document,or any portion of it,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No. 5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (399ADA51) §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 Change Orders;Construction Change Directives.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(Changes In The Work)and elsewhere in the Contract Documents.See Supplementary Conditions for additional provisions added to this section. §7.1.2 Issuing Parties.A Change Order shall be based upon agreement among the Contractor and Owner.A Construction Change Directive requires agreement by the Owner 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 or Owner. §7.1.3 Performed Under Contract Documents.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. §7.1.4 Field Directives and Field Orders and Contract Sum and Contract Time. See Supplementary Conditions for this provision. §7.1.5 Change Proposals. See Supplementary Conditions for this provision. §7.1.6 Changes in Contract Time or Contract Sum. See Supplementary Conditions for this provision. §7.1.7 Backup and Spreadsheets. See Supplementary Conditions for this provision. §7.1.8 Change Order Required for Addition to Contract Sum or Change in Contract Time. See Supplementary Conditions for this provision. §7.1.9 Adjustments Set Out in Change Order. See Supplementary.Conditions for this provision. §7.2 Change Orders §7.2.1 Change Order.A"Change Order"is a written instrument prepared by the Architect and signed by the Owner,Contractor,and Architect stating their agreement upon all of the following: .1 The change in the Work; .2 The amount of the adjustment,if any,in the Contract Sum;and .3 The extent of the adjustment,if any,in the Contract Time. §7.2.2 Allowance for Overhead and Profit. See Supplementary Conditions for this provision. §7.2.3 Settlement of Matters Relating to the Change in the Work. See Supplementary Conditions for this provision. §7.3 Construction Change Directives §7.3.1 Construction Change Directive. A"Construction Change Directive"is a written order prepared by the Architect and signed by the Owner or Architect,directing a change in the Work prior to agreement on adjustment,if any,in the Contract Sum or Contract Time,or both.The Owner may by Construction Change Directive,without invalidating the Contract,order changes in the Work within the general scope of the Contract consisting of additions,deletions,or other revisions,the Contract Sum and Contract Time being adjusted accordingly. §7.3.2 When Used.A Construction Change Directive shall be used in the absence of total agreement on the terms of a Change Order. Init. AIA Document A201 T"—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997.2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA"'Document is protected by U.S.Copyright Law and International Treaties. 25 Unauthorized reproduction or distribution of this AIA'Document,or any portion of It,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No. 5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA51) §7.3.3 Adjustments to Contract Sum.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(Contractor's Acceptance or Disagreement). §7.3.4 Contractor's Acceptance or Disagreement.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 (Contractor's Acceptance or Disagreement)shall be limited to the following: .1 Costs of labor,including applicable payroll taxes,fringe benefits required by agreementor 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 additional 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 Contractor's Disagreement with Adjustment in Contract Time.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 (Claims and Disputes). §7.3.6 Contractor's to Proceed with Change and Notify Architect of Agreement or Disagreement.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 Timc. §7.3.7 Contractor Signing Construction Change Directive.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 Net Decreases;Net Increases.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 arc 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 Payments Pending Final Determination of Resulting Cost.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 Owner will make an interim determination for purposes of monthly certification for payment for those costs.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(Claims and Disputes). §7.3.10 Resulting Change Orders.When the Owner and Contractor agree with a determination made concerning the adjustments in the Contract Sum and Contract Time,or otherwise reach agreement upon the adjustments,such Inst. AIA Document A201 T"—2017.Copyright m 1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997.2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA*Document is protected by U.S.Copyright Law and International Treaties. 26 Unauthorized reproduction or distribution of this AIM"Document,or any portion of It,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No. 5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (389ADA51) agreement shall be effective immediately and shall be recorded by preparation and execution of an appropriate Change Order.Change Orders may be issued for all or any part of a Construction Change Directive. §7.3.11 Contractor to Proceed With Change in the Work. See Supplementary Conditions for this provision. §7.3.12 Contractor's Agreement with Change. See Supplementary Conditions for this provision. §7.3.13 Contractor's Allowance for OH and P. See Supplementary Conditions for this provision. §7.4 Minor Changes in the Work The Architect or Owner,or both,may order minor changes in the Work that are consistent with the intent of the Contract Documents and do not involve an adjustment in the Contract Sum or an extension of the Contract Time. The Architect's order for minor changes shall be in writing.If the Contractor believes that the proposed minor change in the Work will affect the Contract Sum or Contract Time,the Contractor shall notify the Architect and shall not proceed to implement the change in the Work.If the Contractor performs the Work set forth in the Architect's order for a minor change without prior notice to the Architect and Owner that such change will affect the Contract Sum or Contract Time,the Contractor waives any adjustment to the Contract Sum or extension of the Contract Time. ARTICLE 8 TIME §8.1 Definitions §8.1.1 "Contract Time".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 Date of Commencement.The date of commencement of the Work is the date established in the Agreement. §8.1.3"Date of Substantial Completion".The"date of Substantial Completion"is the date certified by the Architect in accordance with Section 9.8(Substantial Completion). See Supplementary Conditions for additional provisions added to this section. §8.1.4"Day".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 is of Essence.Time limits stated in the Contract Documents are of the essence of the Contract.By executing the Agreement,the Contractor confirms that the Contract Time is a reasonable period for performing the Work. §8.2.2 Timely Placement of Insurance.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 Expeditious Performance.The Contractor shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within the Contract Time. §8.3 Delays and Extensions of Time §8.3.1 Basis Upon Which Delay and Extension is Determined. [See Supplementary Conditions for this provision.] §8.3.1.1 Recovery Plan.See Supplementary Conditions. §8.3.2 Claims Relating to Time.Claims relating to time shall be made in accordance with applicable provisions of Article 15(Claims and Disputes). §8.3.3 Damages for Delay.This Section 8.3(Delays and Extensions of Time)does not preclude recovery of damages for delay by either party under other provisions of the Contract Documents. §8.3.4 Acceleration.See Supplementary Conditions. Inst. AIA Document A201"—2017.Copyright®1911,1915,1918,1925,1937,1951,1958,1961,1963.1966.1970,1976,1987,1997,2007 and 2017 by The American institute of Architects.All rights reserved.WARNING:This AIM Document Is protected by U.S.Copyright Law and International Treaties. 27 Unauthorized reproduction or distribution of this AIM Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No. 5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA51) ARTICLE 9 PAYMENTS AND COMPLETION §9.1 Contract Sum §9.1.1 Total Amount Payable.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. See Supplementary Conditions for additional provisions added to this section. §9.1.2 Equitable Adjustment of Unit Prices.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 [See Supplementary Conditions for this provision.] §9.3 Applications for Payment §9.3.1 Submission Date.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(Schedule of Values),for completed portions of the Work.The application shall be notarized,if required,and supported by all data substantiating the Contractor's right to payment that the Owner or Architect require,such as copies of requisitions,and releases and waivers of liens from Subcontractors and suppliers,and shall reflect retainage if provided for in the Contract Documents. See Supplementary Conditions for additional provisions added to this section. §9.3.1.1 Amounts Included for Changes.As provided in Section 7.3.9(Payments Pending Final Determination of Resulting Cost),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 Amounts Not to be Included. Applications for Payment shall not include requests for payment for portions of the Work for which the Contractor does not intend to pay a Subcontractor or supplier,unless such Work has been performed by others whom the Contractor intends to pay. §9.3.2 Amounts Included for Materials and Equipment.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 Clear Title upon Payment.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. §9.3.4 Owner's Payment Direct to Claimants. See Supplementary Conditions for this provision. §9.4 Certificates for Payment §9.4.1 Certificate for Payment or Notification of Reasons of Withholding Certification.The Architect will,within seven days after receipt of the Contractor's Application for Payment,either(l)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 (Owner's Inst. AIA Document A2017°—2017.Copyright©1911.1915,1918,1925,1937.1951,1958,1961,1963,1966,1970,1976,1987.1997.2007 and 2017 by The American Institute et Architects.All rights reserved.WARNING:This AIA°Document Is protected by U.S.Copyright Law and International Treaties. 28 Unauthorized reproduction or distribution of this AIA°Document,or any portion of It,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by A1A software at 16:48:41 ET on 07/09/2019 under Order No. 5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA51) Decision);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 (Owner's Decision). §9.4.2 Architect's Representations to Owner on Certification.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 Owner's Decision.The Architect or Owner may withhold a Certificate for Payment or payment in whole or in part,to the extent reasonably necessary to protect the Owner,if in the Architect's or Owner's opinion the representations to the Owner required by Section 9.4.2(Architect's Representations to Owner on Certification) 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 (Certificate for Payment or Notification of Reasons of Withholding Certification). 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(Responsible for Employees, Subcontractors,Etc.),because of .1 defective Work not remedied; .2 third party claims filed or reasonable evidence indicating probable filing of such claims,unless security acceptable to the Owner is provided by the Contractor; .3 failure of the Contractor to make payments properly to Subcontractors or suppliers for labor,materials or equipment; .4 reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum; .5 damage to the Owner or a Separate Contractor; .6 reasonable evidence that the Work will not be completed within the Contract Time,and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay;or .7 repeated failure to carry out the Work in accordance with the Contract Documents. See Supplementary Conditions for additions to this provision. §9.5.2 Claims Submission.When either party disputes the Architect's decision regarding a Certificate for Payment under Section 9.5.1(Owner's Decision),in whole or in part,that party may submit a Claim in accordance with Article 15(Claims and Disputes). See Supplementary Conditions for additional provisions added to this section. §9.5.3 Removal of Reasons to Withhold Certification.When the reasons for withholding certification are removed, certification will be made for amounts previously withheld. §9.5.4 Joint Checks.If the Architect withholds certification for payment under Section 9.5.1.3,the Owner may,at its sole option,issue joint checks to the Contractor and to any Subcontractor or supplier to whom the Contractor failed to make payment for Work properly performed or material or equipment suitably delivered.If the Owner makes payments by joint check,the Owner shall notify the Architect and the Contractor shall reflect such payment on its next Application for Payment. §9.5.5 Continued Prosecution of Work. See Supplementary Conditions for this provision. init. AIA Document A201"'—2017.Copyright®1911,1915.1918.1925,1937.1951.1958,1961.1963,1966,1970.1976,1987,1997.2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and International Treaties. 29 Unauthorized reproduction or distribution of this AIAEDocument,or any portion of It,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No. 5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA51) §9.6 Progress Payments §9.6.1 Payment Date;Retainage.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. See Supplementary Conditions for additional provisions added to this section. §9.6.2 Contractor's Payment of Subcontractors.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 Architect's Response to Subcontractors.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 Evidence of Payment of Subcontractors.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 Contractor's Payment of Material and Equipment Suppliers.The Contractor's payments to suppliers shall be treated in a manner similar to that provided in Sections 9.6.2(Contractor's Payment of Subcontractors),9.6.3 (Architect's Response to Subcontractors)and 9.6.4(Evidence of Payment of Subcontractors). §9.6.6 Does Not Constitute Acceptance of Work.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 Demonstration of Proper Payment. See Supplementary Conditions for this provision. §9.6.8 Contractor to Indemnity Owner for Lien Claims or Other Payment Claims.Provided the Owner has fulfilled its payment obligations under the Contract Documents,the Contractor shall defend and indemnify the Owner from all loss,liability,damage or expense,including reasonable attorney's fees and litigation expenses,arising out of any lien claim or other claim for payment by any Subcontractor or supplier of any tier.Upon receipt of notice of a lien claim or other claim for payment,the Owner shall notify the Contractor.If approved by the applicable court,when required,the Contractor may substitute a surety bond for the property against which the lien or other claim for payment has been asserted. §9.7 Failure of Payment If the Architect does not issue a Certificate for Payment,through no fault of the Contractor,within seven days after receipt of the Contractor's Application for Payment,or if the Owner does not pay the Contractor within seven days after the date established in the Contract Documents,the amount certified by the Architect or awarded by binding dispute resolution,then the Contractor may,upon seven additional days'notice to the Owner and Architect,stop the Work until payment of the amount owing has been received.The Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Contractor's reasonable costs of shutdown,delay and start- up,plus interest as provided for in the Contract Documents. §9.8 Substantial Completion §9.8.1 "Substantial Completion". [See Supplementary Conditions for this provision.] §9.8.2 Punch List.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 Init. AIA Document A201",—2017.Copyright®1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA®Document Is protected by U.S.Copyright Law and International Treaties. 30 Unauthorized reproduction or distribution of this AIM'Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No. 5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (389ADA51) list does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents. See Supplementary Conditions for additional provisions added to this section. §9.8.3 Follow Up Inspection.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. §9.8.3.1 Contractor Reimburses Owner for Additional Inspections.See Supplementary Conditions. §9.8.4 Certificate of Substantial Completion.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 Submission of Certificate;Payments.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 final completion and Owner's acceptance,and consent of surety,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 Submittals.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(Punch List).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. See Supplementary Conditions for additional provisions added to this section. §9.9.2 Inspection.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 No Deemed Acceptance.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 Inspection;Certificate of Payment.Upon receipt of the Contractor's notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment,the Architect will promptly make such inspection.When the Architect finds the Work acceptable under the Contract Documents and the Contract fully performed,the Architect will promptly issue a final Certificate for Payment stating that to the best of the Architect's knowledge,information and belief,and on the basis of the Architect's on-site visits and inspections,the Work has been completed in accordance with the Contract Documents and that the entire balance found to be due the Contractor and noted in the final Certificate is due and payable.The Architect's final Certificate for Payment will constitute a further representation that conditions listed in Section 9.10.2(Submittals)as precedent to the Init. AIA Document A201"'—2017.Copyright®1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright Law and international Treaties. 31 Unauthorized reproduction or distribution of this AIA'Document,or any portion of it,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No. 5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA51) Contractor's being entitled to final payment have been fulfilled.See Supplementary Conditions for additional provisions added to this section. §9.10.1.1 Final Completion of a Phase of the Work. See Supplementary Conditions for this provision. §9.10.2 Submittals.Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to the Architect(1)an affidavit that payrolls,bills for materials and equipment,and other indebtedness connected with the Work for which the Owner or the Owner's property might be responsible or encumbered(less amounts withheld by Owner)have been paid or otherwise satisfied,(2)a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect,(3)a written statement that the Contractor knows of no reason that the insurance will not be renewable to cover the period required by the Contract Documents,(4)consent of surety,if any,to final payment,(5)documentation of any special warranties,such as manufacturers'warranties or specific Subcontractor warranties,and(6)if required by the Owner,other data establishing payment or satisfaction of obligations,such as receipts and releases and waivers of liens,claims,security interests,or encumbrances arising out of the Contract,to the extent and in such form as may be designated by the Owner.If a Subcontractor refuses to furnish a release or waiver required by the Owner,the Contractor may furnish a bond satisfactory to the Owner to indemnify the Owner against such lien,claim,security interest,or encumbrance.If a lien,claim,security interest,or encumbrance remains unsatisfied after payments are made,the Contractor shall refund to the Owner all money that the Owner may be compelled to pay in discharging the lien,claim,security interest,or encumbrance,including all costs and reasonable attorneys'fees.See Supplementary Conditions for additional provisions added to this Section. §9.10.3 Payment for Work To Date If Final Completion Delayed Without Contractor Fault. 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 No Waiver of Claims by Owner by Payment.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 Contractor,Subcontractors and Suppliers.Acceptance of final payment by the Contractor,a Subcontractor,or a supplier,shall constitute a waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled at the time of final Application for Payment. §9.10.6 Records for Review. See Supplementary Conditions for this provision. §9.10.7 Final Payment Date. See Supplementary Conditions for this provision. 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. See Supplementary Conditions for additional provisions added to this section. §10.2 Safety of Persons and Property §10.2.1 Contractor's Actions.The Contractor shall take reasonable precautions for safety of,and shall provide reasonable protection to prevent damage,injury,or loss to Inst. AIA Document A201' —2017.Copyright©1911,1915,1918,1925.1937,1951.1958.1961.1963.1966,1970.1976,1987,1997.2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA•Document is protected by U.S.Copyright Law and International Treaties. 32 Unauthorized reproduction or distribution of this AIA•Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No. 5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA51) .1 employees on the Work and other persons who may be affected thereby; .2 the Work and materials and equipment to be incorporated therein,whether in storage on or off the site, under care,custody,or control of the Contractor,a Subcontractor,or a Sub-subcontractor;and .3 other property at the site or adjacent thereto,such as trees,shrubs,lawns,walks,pavements,roadways, structures,and utilities not designated for removal,relocation,or replacement in the course of construction. §10.2.2 Contractor's Compliance.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. Sec Supplementary Conditions for additional provisions added to this section. §10.2.3 Safeguards.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 Notice of Explosives or Hazardous Materials or Equipment or Unusual Methods.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 Remediation of Damage or Loss.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(Indemnification). §10.2.6 Safety Representative On Site.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 Unsafe Loads and Unsafe Conditions.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. §10.2.8.1 Reporting of Accidents,Injuries or Illness. See Supplementary Conditions for this provision. §10.2.8.2 Reports of Regulatory Agencies Inspections. See Supplementary Conditions for this provision. §10.2.9 Protection of Persons and Property.See Supplementary Conditions. §10.3 Hazardous Materials and Substances §10.3.1 Protocols;Contractor's Notice to Owner.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 init. AIA Document A2011"—2017.Copyright®1911,1915,1918,1925,1937,1951,1958.1961,1963,1966.1970,1976,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA'Document Is protected by U.S.Copyright Law and International Treaties. 33 Unauthorized reproduction or distribution of this AIA5 Document,or any portion of It,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No. 5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA51) 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. See Supplementary Conditions for additions to this Section. §10.3.2 Owner's Actions After Notice from Contractor.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 arca shall resume upon written agreement of the Owner and Contractor.By Change Order,the Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the Contractor's reasonable additional costs of shutdown,delay,and start-up. §10.3.3 Owner's Indemnity.To the fullest extent permitted by law,the Owner shall indemnify and hold harmless the Contractor,Subcontractors,Architect,Architect's consultants,and agents and employees of any of them from and against claims,damages,losses,and expenses,including but not limited to attorneys'fees,arising out of or resulting from performance of the Work in the affected area if in fact the material or substance presents the risk of bodily injury or death as described in Section 103.1 (Protocols;Contractor's Notice to Owner)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. Sec Supplementary Conditions for additional provisions added to this section. §10.3.4 Contractor's Responsibility.The Owner shall not be responsible under this Section 103(Hazardous Materials)for hazardous materials or substances the Contractor brings to the site unless such materials or substances are required by the Contract Documents.The Owner shall be responsible for hazardous materials or substances required by the Contract Documents,except to the extent of the Contractor's fault or negligence in the use and handling of such materials or substances. §10.3.5 Contractor's Indemnity.The Contractor shall reimburse the Owner for the cost and expense the Owner incurs (I)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(Protocols;Contractor's Notice to Owner),except to the extent that the cost and expense are due to the Owner's fault or negligence. See Supplementary Conditions for additional provisions added to this Section. §10.3.6 Contractor's Compliance with Environmental Laws.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(Claims and Disputes)and Article 7 (Changes In The Work). ARTICLE 11 INSURANCE AND BONDS §11.1 Contractor's Insurance and Bonds §11.1.1 Claims Insured.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 Init. AIA Document A201"'—2017.Copyright©1911,1915.1918,1925,1937,1951,1958.1961,1963.1966,1970,1976,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA®Document Is protected by U.S.Copyright Law and International Treaties. 34 Unauthorized reproduction or distribution of this AIA Document,or any portion of It,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No. 5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA51) 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 Bonds,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 Furnishing Copy of Bond to Others.Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment of obligations arising under the Contract,the Contractor shall promptly furnish a copy of the bonds or shall authorize a copy to be furnished. §11.1.4 Notice of Cancellation or Expiration of Contractor's Required Insurance.Within three(3)business days of the date the Contractor becomes aware of an impending or actual cancellation or expiration of any insurance required by the Contract Documents,the Contractor shall provide notice to the Owner of such impending or actual cancellation or expiration.Upon receipt of notice from the Contractor,the Owner shall,unless the lapse in coverage arises from an act or omission of the Owner,have the right to stop the Work until the lapse in coverage has been cured by the procurement of replacement coverage by the Contractor.The furnishing of notice by the Contractor shall not relieve the Contractor of any contractual obligation to provide any required coverage. §11.2 Owner's Insurance §11.2.1 Contract Document Requirements.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:(I)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 Waivers of Recovery and Subrogation. [See Supplementary Conditions for this provision.] §11.3.2 Owner's Property Insurance on Adjoining Property and Post-Completion Property Insurance.If during the Project construction period the Owner insures properties,real or personal or both,at or adjacent to the site by Init. AIA Document A201' —2017.Copyright©1911,1915.1918,1925,1937.1951,1958.1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA'Document Is protected by U.S.Copyright Law and International Treaties. 35 Unauthorized reproduction or distribution of this AIA't Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No. 5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3139ADA51) property insurance under policies separate from those insuring the Project,or if after final payment property insurance is to be provided on the completed Project through a policy or policies other than those insuring the Project during the construction period,to the extent permissible by such policies,the Owner waives all rights in accordance with the terms of Section 11.3.1 (Waivers of Recovery and Subrogation)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 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 Owner as Adjuster.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(Owner to Notify Contractor Prior to Proposed Settlement and Allocation of Insurance Proceeds).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 Owner to Notify Contractor Prior to Proposed Settlement and Allocation of Insurance Proceeds.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(Claims and Disputes).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 Events of Contractor's Cost.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 Other Events.If a portion of the Work has been covered that the Architect has not specifically requested to examine prior to its being covered,the Architect may request to see such Work and it shall be uncovered by the Contractor.If such Work is in accordance with the Contract Documents,the Contractor shall be entitled to an equitable adjustment to the Contract Sum and Contract Time as may be appropriate.If such Work is not in accordance with the Contract Documents,the costs of uncovering the Work,and the cost of correction,shall be at the Contractor's expense. §12.2 Correction of Work §12.2.1 Before Substantial Completion The Contractor shall promptly correct Work rejected by the Architect or failing to conform to the requirements of the Contract Documents,discovered before Substantial Completion and whether or not fabricated,installed or completed.Costs of correcting such rejected Work,including additional testing and inspections,the cost of uncovering and replacement,and compensation for the Architect's services and expenses made necessary thereby, shall be at the Contractor's expense. See Supplementary Conditions for additional provisions added to this section. Init. AIA Document A201' —2017.Copyright®1911,1915,1918,1925,1937,1951,1958.1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIAe Document Is protected by U.S.Copyright Law and International Treaties. 36 Unauthorized reproduction or distribution of this AIA®Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No. 5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (389ADA51) §12.2.2 After Substantial Completion §12.2.2.1 One Year Limited Express Warranty. In addition to the Contractor's obligations under Section 3.5 (Warranty),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(Submittals),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.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 (Owner's Right to Carry Out the Work). Nothin herein shall be construed to negate or limit Contractor's obligations set forth in Section 3.18(Warranty)above,including without limitation Contractor's duties to defend and indemnify the Owner Parties. §12.2.2.2 Correction of Defective Work First Performed after Substantial Completion.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 Warranty Period as to Corrective Work.The one-year period for correction of Work shall be extended by corrective Work performed by the Contractor pursuant to this Section 12.2. §12.2.3 Removal of Defective Work.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 Payment of Cost to Correct.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 No Override of Statute of Limitations.Nothing contained in this Section 12.2(Correction of Work) 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(After Substantial Completion)relates only to the specific obligation of the Contractor to correct the Work,and has no relationship to the time within which the obligation to comply with the Contract Documents may be sought to be enforced,nor to the time within which proceedings may be commenced to establish the Contractor's liability with respect to the Contractor's obligations other than specifically to correct the Work. §12.2.6 Not Exclusive Remedy.See Supplementary Conditions. §12.3 Acceptance of Nonconforming Work If the Owner prefers to accept Work that is not in accordance with the requirements of the Contract Documents,the Owner may do so instead of requiring its removal and correction,in which case the Contract Sum will be reduced as appropriate and equitable.Such adjustment shall be effected whether or not final payment has been made. ARTICLE 13 MISCELLANEOUS PROVISIONS §13.1 Governing Law The Contract shall be governed by the law of the place where the Project is located,excluding that jurisdiction's choice of law rules.If the parties have selected arbitration as the method of binding dispute resolution,the Federal Arbitration Act shall govern Section 15.4(Arbitration). §13.2 Successors and Assigns §13.2.1 Consent to Assignment of Contract Required.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(Assignment to Construction Lender),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. Init. AIA Document A201' —2017.Copyright®1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA°Document is protected by U.S.Copyright Law and International Treaties. 37 Unauthorized reproduction or distribution of this AIA°Document,or any portion of it,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No. 5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA51) §13.2.2 Assignment to Construction Lender. [Intentionally deleted.] §13.3 Rights and Remedies §13.3.1 Cumulative of Other Rights and Remedies.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 Implied Approval or Acquiescence in a Breach.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. §13.3.3 Survival After Completion or Termination. Sec Supplementary Conditions for this provision. §13.4 Tests and Inspections §13.4.1 Required Testing,Inspections and Approvals.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 arc 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 Additional Testing.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 (Required Testing, Inspections and Approvals),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(Revealed Failures),shall be at the Owner's expense. §13.4.3 Revealed Failures.If procedures for testing,inspection,or approval under Sections 13.4.1(Required Testing, Inspections and Approvals)and 13.4.2(Additional Testing)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 Results Delivered to Owner and Architect.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 Owner and Architect Observation.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 Prompt Contractor Action Required.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. §13.6 Written Notice. See Supplementary Conditions for this provision. Inst. AIA Document A201 T"—2017.Copyright©1911.1915,1918,1925,1937.1951.1958,1961,1963,1966.1970,1976,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA'Document is protected by U.S.Copyright Law and international Treaties. 38 Unauthorized reproduction or distribution of this AIA"Document,or any portion of it,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No. 5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA51) §13.7 Costs and Attorneys'Fees. See Supplementary Conditions for this provision. §13.8 Product Warranties and Substantial Completion. See Supplementary Conditions for this provision. §13.9 Owner Approval of Subcontractors. See Supplementary Conditions for this provision. §13.10 Interpretation. See Supplementary Conditions for this provision. §13.11 Assignment of Subcontracts and Orders See Supplementary Conditions for this provision. ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT §14.1 Termination by the Contractor §14.1.1 Termination by Contractor Due to Certain Events.The Contractor may terminate the Contract if the Work is stopped for a period of 30 consecutive days through no act or fault of the Contractor,a Subcontractor,a Sub- subcontractor,their agents or employees,or any other persons or entities performing portions of the Work,for any of the following reasons: .1 Issuance of an order of a court or other public authority having jurisdiction that requires all Work to be stopped; .2 An act of government,such as a declaration of national emergency,that requires all Work to be stopped; .3 Because the Architect has not issued a Certificate for Payment and has not notified the Contractor of the reason for withholding certification as provided in Section 9.4.1 (Certificate for Payment or Notification of Reasons of Withholding Certification),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( Evidence of the Owner's Financial Arrangements). §14.1.2 Termination by Contractor Due to Certain Time Elapses.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(Suspension By The Owner For Convenience),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 Amounts Recoverable by Contractor.If one of the reasons described in Section 14.1.1(Termination by Contractor Due to Certain Events)or 14.1.2(Termination by Contractor Due to Certain Time Elapses)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 Termination by Contractor Due to Certain Other Events.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(Amounts Recoverable by Contractor). §14.2 Termination by the Owner for Cause §14.2.1 Cause.The Owner may terminate the Contract if the Contractor .1 repeatedly refuses or fails to supply enough properly skilled workers or proper materials; .2 fails to make payment to Subcontractors or suppliers in accordance with the respective agreements between the Contractor and the Subcontractors or Suppliers; .3 repeatedly disregards applicable laws,statutes,ordinances,codes,rules and regulations,or lawful orders of a public authority;or .4 otherwise is guilty of substantial breach of a provision of the Contract Documents. Inst. AIA Document A201".—2017.Copyright©1911.1915.1918,1925.1937.1951,1958,1961,1963,1966.1970,1976,1987,1997.2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA°Document Is protected by U.S.Copyright Law and International Treaties. 39 Unauthorized reproduction or distribution of this AIA°Document,or any portion of It,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No. 5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA51) See Supplementary Conditions for provisions added to this Section §14.2.2 Certain Rights and Remedies of Owner.When any of the reasons described in Section 14.2.1 (Cause)exist, and upon certification by the Architect that sufficient cause exists to justify such action,the Owner may,without prejudice to any other rights or remedies of the Owner and after giving the Contractor and the Contractor's surety,if any,seven days'notice,terminate employment of the Contractor and may,subject to any prior rights of the surety: .1 Exclude the Contractor from the site and take possession of all materials,equipment,tools,and construction equipment and machinery thereon owned by the Contractor; .2 Accept assignment of subcontracts pursuant to Section 5.4(Contingent Assignment of Subcontracts); 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. See Supplementary Conditions for additional provisions added to this Section. §14.2.3 Effect of Termination for Cause on Further Payments.When the Owner terminates the Contract for one of the reasons stated in Section 14.2.1 (Cause),the Contractor shall not be entitled to receive further payment until the Work is finished. §14.2.4 Amounts Payable to Parties.If the unpaid balance of the Contract Sum exceeds costs of finishing the Work, including compensation for the Architect's services and expenses made necessary thereby,and other damages incurred by the Owner and not expressly waived,such excess shall be paid to the Contractor. If such costs and damages exceed the unpaid balance,the Contractor shall pay the difference to the Owner.The amount to be paid to the Contractor or Owner,as the case may be,shall be certified by the Initial Decision Maker,upon application,and this obligation for payment shall survive termination of the Contract. §14.2.5 Insolvency. See Supplementary Conditions for this provision. §14.3 Suspension by the Owner for Convenience §14.3.1 Suspension,Delay or Interruption.The Owner may,without cause,order the Contractor in writing to suspend,delay or interrupt the Work,in whole or in part for such period of time as the Owner may determine. §14.3.2 Adjustments.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(Suspension,Delay or Interruption).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 Convenience.The Owner may,at any time,terminate the Contract for the Owner's convenience and without cause. §14.4.2 Actions to Be Taken by Contractor.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 Monies Owing. See Supplementary Conditions for substitution for this provision. Init. AIA Document A201' —2017.Copyright®1911,1915,1918,1925.1937.1951,1958,1961.1963,1966,1970,1976.1987,1997.2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIN'Document Is protected by U.S.Copyright Law and International Treaties. 40 Unauthorized reproduction or distribution of this ALA.Document,or any portion of It,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No. 5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA51) ARTICLE 15 CLAIMS AND DISPUTES §15.1 Claims §15.1.1 Definition A"Claim"is a demand or assertion by one of the parties seeking,as a matter of right,payment of money,a change in the Contract Time,or other relief with respect to the terms of the Contract.The term"Claim"also includes other disputes and matters in question between the Owner and Contractor arising out of or relating to the Contract.The responsibility to substantiate Claims shall rest with the party making the Claim.This Section 15.1.1 (Definition) does not require the Owner to file a Claim in order to impose liquidated damages in accordance with the Contract Documents. §15.1.2 Time Limits on Claims The Owner and Contractor shall commence all Claims and causes of action against the other and arising out of or related to the Contract,whether in contract,tort,breach of warranty or otherwise,in accordance with the requirements of the binding dispute resolution method selected in the Agreement and within the period specified by applicable law,but in any case not more than 10 years after the date of Substantial Completion of the Work.The Owner and Contractor waive all Claims and causes of action not commenced in accordance with this Section 15.1.2 (Time Limits on Claims). §15.1.3 Notice of Claims §15.1.3.1 Condition Discovered Prior to Expiration of Correction of Work Period. [See Supplementary Conditions for this provision.] §15.1.3.2 Condition Discovered After Expiration of Correction of Work Period.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(After Substantial Completion),shall be initiated by notice to the other party.In such event,no decision by the Initial Decision Maker is required. §15.1.4 Continuing Contract Performance §15.1.4.1 Pending Final Resolution of Claim.Pending final resolution of a Claim,except as otherwise agreed in writing or as provided in Section 9.7(Failure of Payment)and Article 14(Termination or Suspension of The Contract),the Contractor shall proceed diligently with performance of the Contract and the Owner shall continue to make payments in accordance with the Contract Documents. §15.1.4.2 Initial Decision Maker's Decision. [Intentionally deleted.] §15.1.5 Claims for Additional Cost [See Supplementary Conditions for this provision.] §15.1.6 Claims for Additional lime §15.1.6.1 Contents of Claim. [See Supplementary Conditions for this provision.] §15.1.6.2 Adverse Weather Conditions.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. §15.1.6.3 Recognized Number of Adverse Weather Days. See Supplementary Conditions for this provision. §15.1.7 Waiver of Claims for Consequential Damages (Paragraph Deleted) [Intentionally deleted.] §15.1.8 Predicate for Claims for Additional Time. See Supplementary Conditions for this provision. (Paragraph Deleted) §15.1.9 Saturday and Sundays. See Supplementary Conditions for this provision. Inst. AIA Document A201 T"—2017.Copyright®1911,1915.1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Amencan institute of Architects.All rights reserved.WARNING:This AIA'Document is protected by U.S.Copyright Law and International Treaties. 41 Unauthorized reproduction or distribution of this AIA'Document,or any portion of it,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16A8:41 ET on 07/09/2019 under Order No. 5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA51) §15.1.10 Required Notice of Occurrences or Events Entitling Contractor to Additional Time. See Supplementary Conditions for this provision. §15.2 Initial Decision §15.2.1 Claims Referred to Initial Decision Maker. [Intentionally deleted.] §15.2.2 Actions Within 10 Days. [Intentionally deleted.] §15.2.3 Consultation with Persons with Special Knowledge or Expertise. [Intentionally deleted.] §15.2.4 Furnishing Supportive Data. [Intentionally deleted.] §15.2.5 Initial Decision. [Intentionally deleted.] §15.2.6 Request for Mediation.\ [Intentionally deleted.] §15.2.6.1 Demand for Mediation. [Intentionally deleted.] §15.2.7 Notice to Surety.[Intentionally deleted.] §15.2.8 Mechanic's Liens. [Intentionally deleted.] §15.3 Mediation §15.3.1 Non-Binding Mediation.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(No Waiver of Claims by Owner by Payment), 9.10.5(Acceptance of Final Payment by Contractor,Subcontractors and Suppliers),and 15.1.7(Waiver of Claims for Consequential Damages),shall be subject to mediation as a condition precedent to binding dispute resolution. §15.3.2 AAA.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(AAA),the parties may nonetheless proceed to the selection of the arbitrator(s)and agree upon a schedule for later proceedings. §15.3.3 Demand for Binding Dispute Resolution.Either party may,within 30 days from the date that mediation has been concluded without resolution of the dispute or 60 days after mediation has been demanded without resolution of the dispute,demand in writing that the other party file for binding dispute resolution. If such a demand is made and the party receiving the demand fails to file for binding dispute resolution within 60 days after receipt thereof, then both parties waive their rights to binding dispute resolution proceedings with respect to the initial decision. §15.3.4 Mediator's Fee;Location;Enforcement as Settlement Agreement.The parties shall share the mediator's fee and any filing fees equally.The mediation shall be held in the place where the Project is located,unless another location is mutually agreed upon.Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. §15.4 Arbitration [Intentionally deleted.] §15.4.1 AAA. §15.4.1.1 Statute of Limitations.]Intentionally deleted.] §15.4.2 Award. [Intentionally deleted.] AIA Document A201'1,—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976,1987,1997,2007 and 2017 by The Init. American Institute of Architects.All rights reserved.WARNING:This AIM Document Is protected by U.S.Copyright Law and International Treaties. 42 Unauthorized reproduction or distribution of this AIM'Document,or any portion of it,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No. 5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (389ADA51) §15.4.3 Specific Enforcement. [Intentionally deleted.] §15.4.4 Consolidation or Joinder §15.4.4.1 With Other Arbitrations. [Intentionally deleted.] §15,4.4.2 Common Question. [Intentionally deleted.] §15.4.4.3 Third Party Has Same Rights of Joinder. [Intentionally deleted.] (nit. AIA Document A201”:"—2017.Copyright©1911,1915,1918,1925,1937,1951,1958.1961,1963.1966,1970,1976,1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIM Document is protected by U.S.Copyright Law and International Treaties. 43 Unauthorized reproduction or distribution of this AIA' Document,or any portion of it,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No. 5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3S9ADA51) Additions and Deletions Report for AIAe Document A201 T"— 2017 This Additions and Deletions Report,as defined on page 1 of the associated document,reproduces below all text the author has added to the standard form AIA document in order to complete it,as well as any text the author may have added to or deleted from the original AIA text.Added text is shown underlined.Deleted text is indicated with a horizontal line through the original AIA text. Note: This Additions and Deletions Report is provided for information purposes only and is not incorporated into or constitute any part of the associated AIA document.This Additions and Deletions Report and its associated document were generated simultaneously by AIA software at 16:48:41 ET on 07/09/2019. PAGE 1 Del Mar College Project South Campus Phase IA Bid Package 1.Central Plant.Utilities,and Excavation Del Mar College District. a Texas junior colleee established under Chapter 130 of the Texas Education Code 101 Baldwin Boulevard Corpus Christi.Texas 78404 Attn:Aueust Alfonso Vice President of Facilities Operation and Chief Information Officer Office: 361.698.1300 Cell: 361.439.3977 Gensler 711 Louisiana Street.Suite 300 Houston,TX 77002 Office: 713.844.0000 Fax: 713.844.0001 Local Architect: Turner Ramirez 3751 S.Alameda St. Corpus Christi,TX 78411 Office: 361.994.8900 GDIIM#3467100 Doc.#03 Additions and Deletions Report for AIA Document A201'"—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976, 1987,1997,2007 and 2017 by The Amencan Institute of Architects.All rights reserved.WARNING:This AIA'Document is protected by U.S.Copyright 1 Law and International Treaties.Unauthorized reproduction or distribution of this AIA Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA51) PAGE 2 SEE TABLE OF CONTENTS(Doc.#02) PAGE 10 ARTICLE 1 GENERAL PROVISIONS The Contract"Contract DeeurnentsDocuments"are enumerated in the Agreement between the Owner and Contractor(hereinafter the Agreement)and consist of the Agreement,Conditions of the Contract(General, Supplementary and other Conditions),Drawings,Specifications,Addenda issued prior to execution of the Contract, other documents listed in the Agreement,and Modifications issued after execution of the Contract.A Modification is(1)a written amendment to the Contract signed by both parties,(2)a Change Order,(3)a Construction Change Directive,or(4)a written order for a minor change in the Work issued by the Architect.Unless specifically enumerated in the Agreement,the Contract Documents do not include the advertisement or invitation to bid, Instructions to Bidders,sample forms,other information furnished by the Owner in anticipation of receiving bids or proposals,the Contractor's bid or proposal,or portions of Addenda relating to bidding or proposal requirements. The Contract Documents form the . •• : "Contract for Construction". The"Contract"represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations,representations,or agreements,either written or oral.The Contract may be amended or modified only by a Modification.The Contract Documents shall not be construed to create a contractual relationship of any kind (1)between the Contractor and the Architect or the Architect's consultants,(2)between the Owner and a Subcontractor or a Sub-subcontractor,(3)between the Owner and the Architect or the Architect's consultants,or(4) between any persons or entities other than the Owner and the Contractor.The Architect shall,however,be entitled to performance and enforcement of obligations under the Contract intended to facilitate performance of the Architect's duties. The term"Work""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. • The Projeet-"Proiect"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. Additions and Deletions Report for AIA Document A201 r"—2017.Copyright®1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976, 1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIM Document is protected by U.S.Copyright 2 Law and International Treaties.Unauthorized reproduction or distribution of this AIAe Document,or any portion of it,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA51) The Drawings-"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. The Speci€teations-"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. Instruments ofo, viee"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 or other design professional as designated by Owner under their respective professional services agreements. Instruments of Service may include,without limitation,studies,surveys,models,sketches,drawings,specifications, and other similar materials. Jlntentionally deleted.1 • - • - •• : :- • • .. •. •.&1.1.9 Knowledge. See Supplementary Conditions for this provision. PAGE 11 §1.2.1 Resolution of Inconsistencies;Clarifications.The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor.The Contract Documents are complementary,and what is required by one shall be as binding as if required by all;performance by the Contractor shall be required only to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the indicated results. See Supplementary Conditions for additional provisions added to this section. §1.2.1.1 Severability.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. Additions and Deletions Report for AIA Document A201 T"—2017.Copyright©1911.1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976, 1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA5 Document is protected by U.S.Copyright 3 Law and International Treaties.Unauthorized reproduction or distribution of this AIM Document,or any portion of It,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA51) §1.2.1.1 Interpretation;Verifications. See Supplementary Conditions for this provision. §1.2.2 Division of Work Independent of Specifications or Drawings.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 Recognized Meanings.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. 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. Capitalized terms that are not specifically defined shall havwe the meaning intended with the first use of the term. §1.5.1 Instruments of Service.The Architect and the Architect's consultants shall be deemed the authors corners ofte weir-respeetive-of the Instruments of Service,including the Drawings and .:• , . • . . ••.• : . •- - •- •- - •• -•• . _•- • .. .. .Specifications.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-other design professionals or Owner's rights therein. §1.5.2 Authorized Use.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,(Digital Data Use and Transmission)and 1.8(Building Information Models Use and Reliance),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. §1.6.1 Notices Other Than Notice of Claims.Except as otherwise provided in Section 1.6.2,1.6.2(Notice of Claims), where the Contract Documents require one party to notify or give notice to the other party,such notice shall be provided in writing to the designated representative of the party to whom the notice is addressed and shall be deemed to have been duly served if delivered in person,by mail,by courier,or by electronic transmission if a method for electronic transmission is set forth in the Agreement. PAGE 12 §1.6.2 Notice of Claims.Notice of Claims as provided in Section 15.1.3(Notice of Claims)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. Additions and Deletions Report for AIA Document A201 T'—2017.Copyright®1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976, 1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIAe Document is protected by U.S.Copyright 4 Law and International Treaties.Unauthorized reproduction or distribution of this AIA,Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software 8116:48:41 ET on 07/09/2019 under Order No.5363042475 which expires on 07/08/2020•and is not for resale. User Notes: (3139ADA51) The parties shall agree upon protocols governing the transmission and use of Instruments of Service or any other information or documentation in digital form.The parties will use AIA Document E203T" 2013,Building • !' ' ! : ' ,complete,enter into and use an agreement covering Building Information Modeling and Digital Data.which is in the form attached hereto as Exhibit E-Data Transfer Agreement or another form approved by Owner and Architect,to establish the protocols for the development,use,transmission,and exchange of digital data. §1.7.1 CADD Data. See Supplementary Conditions for this provision. §2.1.1 The Owner.The Owner-"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 1.2.1,4.2.1 (Contract Administration).the Architect does not have such authority.The term"Owner"means the Owner or the Owner's authorized representative. §2.1.2 .. a •- . , • .. • •- • •• • . • • -- a • • _ •_ - _- • • - -;- 'tie to the property-en hi t Projec. located •-• . . : •- e -•er's interest thcrcin.Title Information. [Intentionally deleted.' §2.2.1 Prior-to-eemmeneem•• • •• . . - ..- --• . - -• . . , • . •• -• • - p . .. .._ .• • , _• :A-is-delayed-under this Section 2.2.1,the r^ T: shat be-extended-apprepr-iately Financial Information-Prior to Commencement of Work. [Intentionally deleted.' §2.2.2 Feflowing- emmencetnent,•f-Nle-V1rerh-and-up:. • _- • • •. •• - :. - _ • _- :rk materia4ly-eha• .• • • _ p : , • -_•••• •ays-o€-the-contractor's request,the Contraeter-may . . a .. - may-immediately-stop-only-that-portio m :'• •: : • • . . -. • • ••scree is provided.If der-Wer -Seetien 2.2.2,the Contract Time shalltely-and the�entraet . . : . •e-amount of the Contract^ asonable costs of shutdown;delay-and-start-up,plus interest-as-provided in-the Contract Doeuments_Financial Information-After Commencement of Work. (Intentionally deleted.] Additions and Deletions Report for AIA Document A201""—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976, 1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA" Document is protected by U.S.Copyright 5 Law and International Treaties.Unauthorized reproduction or distribution of this AIA'' Document,or any portion of It,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No.5363042475 which expires on 07108.!2020,and is not for resale. User Notes: (3B9ADA51) §2.2.3 • • -- e ••• - •- .• - ••_••••• --def-this Section 2.2,the Owner-sha-14-net materially vary such finan ': ••-- ' •-. • •etiee-tothe-Contcacto Prior Notice to Be Given Contractor. [Intentionally deleted," §2.2.4 • • •- e • '�•. _ - _ " . - _. . . • . • -_ ... - •- -• - • pulso -lcgat-p uct-er-govern ente} entity,or by 00171f1-er rbitrater(s-}erd . -• . . - • . _ • - • • --• . • . • . - • • . • :•.Confidentiality. [Intentionally deleted.' §2.3.1 Approvals to be Obtained by Owner.Except for permits and fees that arc the responsibility of the Contractor under the Contract Documents, including those required under Section 3.7.1,3.7.1 (Building Permit and Other Governmental Charges).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 Architect.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 Successor Architect.If the employment of the Architect terminates,the Owner shall employ a successor to whettt-theGentra^te-h^`^ and whose status under the Contract Documents shall be that of the Architect. §2.3.4 • e - . . •i ,, -• . - . . - '. - . - . . . -• - : _ •• - hail he ntitled, el •he accuraey-ef :ut shall exercise oper-p :. - - . •• . - _ We+4 Owner's and Third Party's Records. [Sec Supplementary Conditions for this provision." PAGE 13 §2.3.5 Other.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 Un'es^ he^•iseprovided in the Contreet-Deeurnents,the Owner s•. . • • •- :etef-ene-cep of the Con : :: - - . -. - • : • - :_. . ..• - • . ._.Contract Documents. Electronic(PDF) files of the Contract Documents(including the Drawings,the Project Manual and all Addenda)will be provided to all bidders and the Contractor. The Contractor and all Sub-contractors and suppliers will be responsible for printing any paper documents which may be required for bidding purposes,construction purposes and for submission of final closeout documents to Owner. Additions and Deletions Report for AIA Document A201"-2017.Copyright 0 1911,1915.1918.1925,1937,1951,1958,1961,1963,1966,1970,1976, 1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA Document is protected by U.S.Copyright 6 Law and International Treaties.Unauthorized reproduction or distribution of this AIA"Document,or any portion of It,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No.5363042475 which expires on 07/08;2020,and is not for resale. User Notes: (3B9ADA51) ired`y Section 6.1.3.[See Supplementary Conditions for this provision.) 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,-59.5.1 (Owner's Decision), withhold or nullify a Certificate for Payment in whole or in part,to the extent reasonably necessary to reimburse the Owner for the reasonable cost of correcting such deficiencies,including Owner's expenses and compensation for the Architect's additional services made necessary by such default,neglect,or failure.If current and future payments are not sufficient to cover such amounts,the Contractor shall pay the difference to the Owner.If the Contractor disagrees with the actions of the Owner or the Architect,or the amounts claimed as costs to the Owner,the Contractor may file a Claim pursuant to Article-1-5:15(Claims and Disputes). §3.1.1 Contractor.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 Performance of the Work. The Contractor shall perform the Work in accordance with the Contract Deeumeats.Documents and all applicable laws,statutes,ordinances,codes,rules and regulations,or lawful orders of public authorities that bear upon the performance of the Work. The Contrctor shall prsecute the Work in a good and workmanlike manner,continuously and diligently in accordance with generally accepted standards for construction of projects similar to the Project. Contractor shall at all times use reasonable measures to proect the Work from damage caused by weather and casualties. §3.1.3 Activities,Tests,Inspections or Approvals by Third Parties. The Contractor shall not be relieved of its obligations to perform the Work in accordance with the Contract Documents either by activities or duties of the Architect in the Architect's administration of the Contract,or by tests,inspections or approvals required or performed by persons or entities other than the Contractor. := : • ' - -:.• - - •• -: e:•.---• .Satisfaction as to Conditions and Limitations;Obligation to Notify Owner or Architect of Material Inaccuracies or Misleading Information. (Sec Supplementary Conditions for this provision. Additions and Deletions Report for AIA Document A201,0—2017.Copyright®1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976. 1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA,Document is protected by U.B.Copyright 7 Law and international Treaties.Unauthorized reproduction or distribution of this AIA®Document,or any portion of it,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This-document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (389ADA51) PAGE 14 §3.2.2 Field Measurements.Because the Contract Documents are complementary,the Contractor shall,before starting each portion of the Work,carefully study and compare the various Contract Documents relative to that portion of the Work,as well as the information furnished by the Owner pursuant to Section 2.3.1,2.3.4(Owner's and Third Party's Records),shall take field measurements of any existing conditions related to that portion of the Work,and shall observe any conditions at the site affecting it.These obligations are for the purpose of facilitating coordination and construction by the Contractor and are not for the purpose of discovering errors,omissions,or inconsistencies in the Contract Documents;however,the Contractor shall promptly report to the Architect any errors,inconsistencies or omissions discovered by or made known to the Contractor as a request for information in such form as the Architect may require.It is recognized that the Contractor's review is made in the Contractor's capacity as a contractor and not as a licensed design professional,unless otherwise specifically provided in the Contract Documents.See Supplementary Conditions for additional provisions added to this section. §3.2.3 Reporting Discovered Nonconformity.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 and Owner in writing any nonconformity discovered by or made known to the Contractor as a request for information in such form as the Architect may require. §3.2.4 Claims for Change to Contract Time or Contract Sum.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 er 3-:2,37(Field Measurements)or 3.2.3(Reporting Discovered Nonconformity),the Contractor shall submit Claims as provided in Article 44,15(Claims and Disputes).If the Contractor fails to perform the obligations of Sections 3.2.2 OF-372,33-(Field Measurements)or 3.2.3(Reporting Discovered Nonconformity),the Contractor shall pay such costs and damages to the Owner,subject to Section 15.1.7, 15.1.7(Waiver of Claims for Consequential Damages),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. 3.2.5 Contractor Reimburses Owner. See Supplementary Conditions for this provision. §3.2.6 Coordination of Contract Documents. See Supplementary Conditions for this provision. §3.2.7 Contract Documents Prepared by Third Party Contractors. See Supplementary Conditions for this provision. 3.2.8 Supplemental Design Information. See Supplementary Conditions for this provision. Additions and Deletions Report for AIA Document A201 T"—2017.Copyright®1911,1915,1918.1925,1937,1951,1958,1961,1963,1966,1970.1976. 1987,1997.2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA*Document is protected by U.S.Copyright 8 Law and International Treaties.Unauthorized reproduction or distribution of this AIA®Document,or any portion of it,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADAS1) §3.3.1 Skill,Attention,Means,Methods,Techniques,Sequences and Procedures.The Contractor shall supervise and direct the Work,using the Contreetor's best skill and attention.The Contractor shall be solely responsible for,and have control over,construction means,methods,techniques,sequences,and procedures,and for coordinating all portions of the Work under the Contract.If the Contract Documents give specific instructions concerning construction means,methods,techniques,sequences,or procedures,the Contractor shall evaluate the jobsite safety thereof and shall be solely responsible for the jobsite safety of such means,methods,techniques,sequences,or procedures.If the Contractor determines that such means,methods,techniques,sequences or procedures may not be safe,the Contractor shall give timely notice to the Owner and Architect,and shall propose alternative means, methods,techniques,sequences,or procedures.The Architect shall evaluate the proposed alternative solely for conformance with the design intent for the completed construction.Unless the Owner or the Architect objects to the Contractor's proposed alternative,the Contractor shall perform the Work using its alternative means,methods, techniques,sequences,or procedures. §3.3.2 Responsible for Employees,Subcontractors,Etc..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.See Supplementary Conditions for additional provisions added to this section. §3.3.3 Inspector of Performed Work.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. §3.3.4 Inspections I Testing. See Supplementary Conditions for this provision. §3.3.5 Quality. See Supplementary Conditions for this provision. PAGE 15 §3.4.1 Payment.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.See Supplementary Conditions for additional provisions added to this section. §3.4.2 Substitutions.Except in the case of minor changes in the Work approved by the Architect in accordance with Section 3.12.8(Deviations)or ordered by the Architect in accordance with Section 7,477.4(Minor Changes In The Work),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. §3.4.2.1 Contractor Requests.See Supplementary Conditions. Additions and Deletions Report for AIA Document A201 T"—2017.Copyright©1911,1915,1918,1925,1937.1951.1958,1961,1963,1966.1970,1976, 1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA"Document Is protected by U.S.Copyright 9 Law and International Treaties.Unauthorized reproduction or distribution of this AIA"Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA51) §3.4.2.2 Reimbursement for Architect's Review Substitution Requests-Contractor Cost.See Supplementary Conditions. §3.4.3 Discipline and Order. 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. §3.5.1 _ e Contra .. ... • .•. - - . . .. _• . !: •• _.' • :Epeirm-i-t-ethefwise:—The Werkr matefials7oEequipmen-t-not-ee• . •••-• . •- • ..• -ents maybe-const: . •• • -. .•tot's remedy--fe .. • .. . - .. - : . • . • . : -- Centra . ,•••. ..• . . .: .. • • , •• .•. : •mal--wear-and-te and-eguipment.General Warranty. (Sec Supplementary Conditions for this provision.] §3.5.2 Materials,Equipment.Other Special Warranties.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.•1.9.8.4(Certificate of Substantial Completion). §3.5.3 Manufacturer's Warranty.See Supplementary Conditions. §3.5.4 Subcontractor Warranties.See Supplementary Conditions. 3.5.5 Use of Work by Contractor Prior to Substantial Completion. Sec Supplementary Conditions for this provision. s 3.5.6 Contractor's Continued Responsibility:Owner's Self Help. See Supplementary Conditions for this provision. The Contractor shall pay sales,consumer,use and similar taxes for the Work provided by the Contractor that arc legally enacted when bids are received or negotiations concluded,whether or not yet effective or merely scheduled to go into effect. See Supplementary Conditions for provisions added to this Section. Additions and Deletions Report for AIA Document A201''—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976, 1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIADocument Is protected by U.S.Copyright 10 Law and international Treaties.Unauthorized reproduction or distribution of this AIA'Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (389ADA51) §3.7.1 Building Permit and Other Governmental Charges.Unless otherwise provided in the Contract Documents,the Contractor shall secure and pay for the building permit as well as for other permits,fees,licenses,and inspections by government agencies necessary for proper execution and completion of the Work that are customarily secured after execution of the Contract and legally required at the time bids are received or negotiations concluded. §3.7.2 Governmental Compliance and Notices.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. See Supplementary Conditions for provisions added to this Section. §3.7.3 Assumption of Responsibility under Circumstances.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. See Supplementary Conditions for additional provisions added to this section. PAGE 16 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 which were not reasonably inferable by the Contractor from the Contract Documents and field conditions at the site of the Project 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,or(3)unknown or concealed physical conditions that Contractor should not reasonably have known or anticipated based on the area in which the site of the Project is located,the type of improvements involved,or the practices prevalent in the construction industry,the Contractor shall promptly provide notice to the Owner and the Architect before conditions are disturbed and in no event later than-l-45 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 X5:15(Claims and Disputes). See Supplementary Conditions for additional provisions added to this section. §3.7.5 Suspension of Work under Circumstances.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-1-515(Claims and Disputes). §3.8.1 Items Covered by Allowances.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. Additions and Deletions Report for AIA Document A201"'—2017.Copyright 0 1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970.1976, 1987,1997,2007 and 2017 by The American institute of Architects.All rights reserved.WARNING:This AIA.Document is protected by U.S.Copyright 11 Law and International Treaties.Unauthorized reproduction or distribution of this AIA•Document,or any portion of It,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No.5363042475 which expires on 07108/2020.and is not for resale. User Notes: (3B9ADA51) §3.8.2 Contract Sum.Unless otherwise provided in the Contract Documents, .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(I)the difference between actual costs and the allowances under Section 3.8.2.1 and(2)changes in Contractor's costs under Section 3.8.2.2.3.8.2.2. §3.8.3 Selections.Materials and equipment under an allowance shall be selected by the Owner with reasonable promptness. §3.9.1 On Site Superintendent and Assistants.The Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance at the Project site during performance of the Work.The superintendent shall represent the Contractor,and communications given to the superintendent shall be as binding as if given to the Contractor. PAGE 17 §3.9.2 Qualifications of Superintendent.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 Owner or the Architect may notify the Contractor,stating whether the Owner or the Architect(1)has reasonable objection to the proposed superintendent or(2)requires additional time for review. Failure of the Owner or the Architect to provide notice within the 14-day period shall constitute notice of no reasonable objection. • §3.9.3 Approval by Owner and Architect.The Contractor shall not employ a proposed superintendent to whom the Owner or Architect has made reasonable and timely objection.The Contractor shall not change the superintendent without the Owner's consent,which shall not unreasonably be withheld or delayed. §3.10.1 •- : _• : •- . . - .- a .- , . . •• . ':• : :• :. : ' -.• • •:- •••:. • Construction Schedule. [See Supplementary Conditions for this provision.l Wer#-antiejeet:S 3.10.1.1 Construction Schedule Planning. See Supplementary Conditions for this provision. Additions and Deletions Report for AIA Document A201 TM—2017.Copyright®1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976, 1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA®Document Is protected by U.S.Copyright 12 Law and International Treaties.Unauthorized reproduction or distribution of this AIA5 Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (369ADA51) §3.10.2 Submittal Schedule Submission.The Contractor,promptly after being awarded the Contract and thereafter as necessary to maintain a current stbtitial-"submittal schedule,schedule",shall submit a submittal schedule for the Owner's and the Architect's approval.Failure to include a submittal in the schedule will not relieve the Contractor of the responsibility to provide submittals in a timely fashion. Should submittal requirements be identified by the Contractor,the Owner,or the Architect after the initial submittal of the initial Schedule,the Schedule will be revised to include the identified submittals and re-submitted as a revised Schedule. 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.See Supplementary Conditions for additional provisions added to this section. Performance in Accordance to Schedule. (See Supplementary Conditions for this provision.) §3.10.4 Being Off Schedule. [See Supplementary Conditions for this provision.j 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. See Supplementary Conditions for additional provisions added to this section. §3.11.1 Review or Receipt of Records by Owner or Architect Not a Waiver of Contractor's Responsibility. See Supplementary Conditions for this provision. §3.12.1 Shop Drawings.Steep-"Shop DrawingsDrawings"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.Produet-"Product DataData"arc 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.Samples-"Samples"are physical examples that illustrate materials,equipment,or workmanship, and establish standards by which the Work will be judged. Additions and Deletions Report for AIA Document A201' —2017.Copyright®1911,1915,1918,1925,1937,1951,1958,1961.1963,1966.1970,1976, 1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA®Document Is protected by U.S.Copyright 13 Law and international Treaties.Unauthorized reproduction or distribution of this AIA5 Document,or any portion of It,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No.5363042475 which expires on 07/08/2020.and is not for resale. User Notes: (3B9ADA51) PAGE 18 §3.12.4 Informational Submittals.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(or such other design professional designated by the Owner for submittal review)is subject to the limitations of Section 4.2.7.4.2.7(Minor Changes In The Work).Owner may designate one or more design professionals other other than the Architect to review submittals. Informational submittals upon which the Architect or other Owner designated reviewer 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.See Supplementary Conditions for additional provisions added to this section. §3.12.5 Confirmation by Contractor.The Contractor shall review for compliance with the Contract Documents, approve,and submit to theAfehitet,Architect and Owner,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.See Supplementary Conditions for additional provisions added to this section. §3.12.6 Contractor's Review,Approval,Verification,Checking and Coordination.By submitting Shop Drawings, Product Data,Samples,and similar submittals,the Contractor represents to the Owner and Architect that the Contractor has(1)reviewed and approved them,(2)determined and verified materials,field measurements and field construction criteria related thereto,or will do so,and(3)checked and coordinated the information contained within such submittals with the requirements of the Work and of the Contract Documents. §3.12.7 Approval Prior to Work under Circumstances.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 ArehiteetArchitect or such other person designated in writing by Owner to approve such submittals. §3.12.8 Deviations. 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 or other Owner designated person's approval of Shop Drawings,Product Data,Samples,or similar submittals,unless the Contractor has specifically notified the Architect and Owner of such deviation at the time of submittal and(1) the Architect has-and the Owner havehas 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 or other Owner designated person's approval thereof. §3.12.9 Revisions and Resubmissions.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. Additions and Deletions Report for AIA Document A201 TM—2017.Copyright®1911,1915.1918,1925,1937,1951,1958,1961,1963.1966,1970.1976, 1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright 14 Law and International Treaties.Unauthorized reproduction or distribution of this AIM,Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA51) §3.12.10 Professional Services.The Contractor shall not be required to provide professional services that constitute the practice of architecture or engineering unless such services are specifically required by the Contract Documents for a portion of the Work or unless the Contractor needs to provide such services in order to carry out the Contractor's responsibilities for construction means,methods,techniques,sequences,and procedures.The Contractor shall not be required to provide professional services in violation of applicable law. See Supplementary Conditions for additional provisions added to this section. PAGE 19 §3.12.10.1 If Contract Documents Specifically Require of Contractor Professional Design Services or Certification Related to Systems,Materials,or Equipment. If professional design services or certifications by a design professional related to systems,materials,or equipment are specifically required of the Contractor by the Contract Documents, the Owner and the Architect will specify all performance and design criteria that such services must satisfy.The Contractor shall be entitled to rely upon the adequacy and accuracy of the performance and design criteria provided in the Contract Documents.The Contractor shall cause such services or certifications to be provided by an appropriately licensed design professienal,professional licensed to practice in the State of Texas,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 3.12.10,3.12.10(Professional Services),the Architect will review and approve or take other appropriate action on submittals only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. §3.12.10.2 If Contract Documents Require Contractor's Design Professional to Certify Work Performed in Accordance with Design Criteria.If the Contract Documents require the Contractor's design professional to certify that the Work has been performed in accordance with the design criteria,the Contractor shall furnish such certifications to the Owner and the Architect at the time and in the form specified by the Architect. Q 3.12.11 Contractor Provided 0&M Binders. See Supplementary Conditions for this provision. 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. See Supplementary Conditions for additional provisions added to this section. $3.13.1 Contractor's Responsibility for Safety and Compliance with Laws and Regulations. See Supplementary Conditions for this provision. §3.14.1 Contractor's Obligations.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. Additions and Deletions Report for AIA Document A201"'-2017.Copyright©1911,1915,1918,1925,1937,1951.1958.1961.1963,1966,1970,1976, 1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA®Document Is protected by U.S.Copyright 15 Law and International Treaties.Unauthorized reproduction or distribution of this AIA Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA51) §3.14.2 Limitation on Actions.The Contractor shall not damage or endanger a portion of the Work or fully or partially completed construction of the Owner or Separate Contractors by cutting,patching,or otherwise altering such construction,or by excavation.The Contractor shall not cut or otherwise alter construction by the Owner or a Separate Contractor except with written consent of the Owner and of the Separate Contractor.Consent shall not be unreasonably withheld.The Contractor shall not unreasonably withhold,from the Owner or a Separate Contractor, its consent to cutting or otherwise altering the Work. §3.15.1 Contractor's Obligations.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. See Supplementary Conditions for additional provisions added to this section. §3.15.2 Owner Action. If the Contractor fails to clean up as provided in the Contract Documents,the Owner may do so and the Owner shall be entitled to reimbursement from the Contractor. §3.15.3 Broken Glass;Other Cleanup Items.See Supplementary Conditions. PAGE 20 §3.18.1 . . - - . -• -• . . , - -•• - •- e , Section 3.18.lndemnified Matters. [See Supplementary Conditions for thisprovision.j §3.18.2 Workers Compensation. In claims against any person or entity indemnified under this Section 3.18 (Indemnification)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 (Indemnified Matters)shall not be limited by a limitation on amount or type of damages,compensation,or benefits payable by or for the Contractor or a Subcontractor under workers'compensation acts,disability benefit acts,or other employee benefit acts. §3.18.3 Enforcement Costs.See Supplementary Conditions. Additions and Deletions Report for AIA Document A201".—2017.Copyright®1911,1915,1918.1925.1937,1951.1958,1961,1963,1966.1970,1976. 1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA,Document is protected by U.S.Copyright 16 Law and International Treaties.Unauthorized reproduction or distribution of this AIA,Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA51) 1 3.18.4 Proceedings.See Supplementary Conditions. §3.18.5 Chapter 151 Texas Insurance Code.See Supplementary Conditions. §3.18.6 Survival.See Supplementary Conditions. §3.18.7 Indemnification of Architect Limited. See Supplementary Conditions for this provision. §3.19 Site Discipline. See Supplementary Conditions for this provision. 3.19.1 Rules for Subcontractors and Suppliers. See Supplementary Conditions for this provision. §3.20 Delivery of Documents. See Supplementary Conditions for this provision. 3.21 Inspections. See Supplementary Conditions for this provision. §3.22 Safety. See Supplementary Conditions for this provision. 3.23 Construction Means and Methods. See Supplementary Conditions for this provision. 13.24 Materials. See Supplementary Conditions for this provision. 3.25 Manufacturer's Instructions. See Supplementary Conditions for this provision. Additions and Deletions Report for AIA Document A201"'—2017.Copyright©1911,1915,1918,1925.1937,1951,1958,1961,1963,1966,1970,1976, 1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA*Document is protected by U.S.Copyright 17 Law and International Treaties.Unauthorized reproduction or distribution of this AIA'Document,or any portion of It,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (389ADA51) A 3.26 Reports. See Supplementary Conditions for this provision. §4.1.1 The Architect.The Architect is the person or entity retained by the Owner pursuant to Section 2.3.2(The Architect)and identified as such in the Agreement. §4.1.2 Architect's Duties.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. §4.2.1 Contract Administration. 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. PAGE 21 §4.2.2 Site Visits.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. §4.2.2.1 Reimbursement for Architect's Additional Site Visits.See Supplementary Conditions. §4.2.3 Reporting to Owner.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(I)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-Architect,the Owner and the Owner's representatives and consultants will not be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents.The Architect Architect,the Owner and the Owner's representatives and consultants 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.See Supplementary Conditions for additional provisions added to this section. Additions and Deletions Report for AIA Document A201""—2017.Copyright®1911.1915,1918,1925,1937.1951.1958,1961,1963,1966.1970,1976, 1987,1997,2007 and 2017 by The American institute of Architects.All rights reserved.WARNING:This AIA"Document is protected by U.S.Copyright 18 Law and International Treaties.Unauthorized reproduction or distribution of this AIA0 Document,or any portion of it,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA51) §4.2.5 Certifying Amounts Due.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 Reiectinq of Work;Inspection or Testing.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 13.1.3,(Additional Testing)and 13.4.3(Revealed Failures),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 - . ._. , . • - . • . _.. , .. . . . . . . - ... . . ••. - -- -- .. • .. .Review and Approval of Submittals. !See Supplementary Conditions for this provision.) §4.2.8 Preparation of Change Orders and Construction Change.The Architect will prepare Change Orders and Construction Change Directives,and may order minor changes in the Work as provided in Section 7:4-7.4(Minor Changes In The Work).The Architect will investigate and make determinations and recommendations regarding concealed and unknown conditions as provided in Section 3.7.1.3.7.4(Concealed or Unknown Conditions). §4.2.9 Inspections as to Progress.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 9:8-9.8(Substantial Completion);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;9.10(Final Completion and Final Payment);and issue a final Certificate for Payment pursuant to Section 940:9.10(Final Completion and Final Payment). PAGE 22 §4.2.10 Architect's Project Representatives. 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 Interpretations and Decisions as to Status of Performance.The Architect will interpret and decide matters concerning performance under,and requirements of,the Contract Documents on written request of either the Owner Additions and Deletions Report for AIA Document A201''—2017.Copyright®1911.1915.1918,1925,1937.1951,1958,1961,1963.1966,1970,1976, 1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA*Document Is protected by U.S.Copyright 19 Law and International Treaties.Unauthorized reproduction or distribution of this AIA*Document,or any portion of it,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA51) 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 Impartiality.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 Aesthetic Effect Decisions.The Architect's decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in the Contract Deeunients,Documents,if approved by Owner. §4.2.14 Requests for Information;Supplemental Drawings and Specifications.The Architect(or such other person designated by the Owner),or both,will review and respond to requests for information about the Contract Documents.The Architect's(or such other person designated by the Owner),or both,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. See Supplementary Conditions for additional provisions added to this section. §4.2.15 Owner Approval Required for Material Deviations. See Supplementary Conditions for this provision. §5.1.1 ubcontractor. 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 ub-Subcontractors,Etc..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. §5.2.1 Approval of Subcontractors.Unless otherwise stated in the Contract Documents,the Contractor,as soon as practicable after award of the ContraetrContract(but at least five days prior to entering in each such respective subcontract)„shall notify the Owner and Architect of the persons or entities proposed for each principal portion of the Work,including-along with copies of all bids received and a comparative analysis of the bides for each tract.,includina those who are to furnish materials or equipment fabricated to a special design.Within 14 days of receipt of the information,the Owner or 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 Owner or Architect to provide notice within the 14-day period shall constitute notice of no reasonable objection. Upon the request of Owner or the Architect,Cotnractor shall provide the Owner and the Architect with the opportunity to interview any of the proposed Subcontractors,Sub-subcontractors and suppliers prior to the award Additions and Deletions Report for AIA Document A201 T"—2017.Copyright©1911,1915.1918,1925,1937,1951,1958,1961,1963,1966,1970,1976, 1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA°Document is protected by U.S.Copyright 20 Law and International Treaties.Unauthorized reproduction or distribution of this AIA°Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA51) of the contract so that Owner can review the scope of work and pricing contained in the bid with such person. Further,Contractor shall disclose to the Owner any ownership or affiliation between the Contractor and such person prior to entering into a subcontract,and Owner hsall have the right,in its sole discretion,to reject any such Subcontractor. §5.2.2 Objection to Subcontractor.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. PAGE 23 §5.2.3 Substitution of Subcontractor.If the Owner or Architect has reasonable objection to a person or entity proposed by the Contractor,the Contractor shall propose another to whom the Owner or Architect has no reasonable objection.If the proposed but rejected Subcontractor was reasonably capable of performing the Work,the Contract Sum and Contract Time shall be increased or decreased by the difference,if any,occasioned by such change,and an appropriate Change Order shall be issued before commencement of the substitute Subcontractor's Work.However, no increase in the Contract Sum or Contract Time shall be allowed for such change unless the Contractor has acted promptly and responsively in submitting names as required. §5.2.4 Objection to Substituted Subcontractor.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. 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.See Supplementary Conditions for additional provisions added to this section. §5.3.1 Copies to be Provided Owner. See Supplementary Conditions for this provision. §5.3.2 Owner's Rights Against Subcontractors. Sec Supplementary Conditions for this provision. Additions and Deletions Report for AIA Document A2017.—2017.Copyright m 1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970.1976, 1987,1997,2007 and 2017 by The American institute of Architects.All rights reserved.WARNING:This AIA'Document is protected by U.S.Copyright 21 Law and international Treaties.Unauthorized reproduction or distribution of this AIA®Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (389ADA51) §5.3.3 Contractor's Review of Payments to Subcontractors and Suppliers. See Supplementary Conditions for this provision. §5.3.4 Subcontracts. See Supplementary Conditions for this provision. §5.3.5 Subcontractor's Schedule of Values See Supplementary Conditions for this provision. §5.4.1 Assignment Subject to Owner's Acceptance. 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(Termination By The Owner For Cause)and only for those subcontract agreements that the Owner accepts by notifying the Subcontractor and Contractor;and When the Owner accepts the assignment of a subcontract agreement,the Owner assumes the Contractor's rights and obligations under the stlbeentraet.subcontract See Supplementary Conditions for additional provisions added to this section. §5.4.2 Effect of Suspension Over 30 Days.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. PAGE 24 §5.4.3 Assignment to Successor Contractor.Upon assignment to the Owner under this Section 35.4(Contingent Assignment of Subcontracts).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. §5.5 Payments in Respect of Subcontract. See Supplementary Conditions for this provision. §6.1.1 •- --• . .. . - • . "Owner's Construction.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. Additions and Deletions Report for AIA Document A201",—2017.Copyright @ 1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976, 1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA'Document Is protected by U.S.Copyright 22 Law and International Treaties.Unauthorized reproduction or distribution of this AIA'Document,or any portion of it,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (369ADA51) §6.1.2"Contractor".When separate contracts arc awarded for different portions of the Project or other construction or operations on the site,the term C-entraeter"Contractor"in the Contract Documents in each case shall mean the Contractor who executes each separate Owner-Contractor Agreement. §6.1.3 -- e .. . : . . • . e ' - . . - ., . - subsequently-r-eyised.Coordination with Others. [See Supplementary Conditions for this provision.) §6.1.4 Obligations and Rights.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,thce-6 and Articles 10 II and 12'.3(Contractor),this Article 6(Construction By Owner or By Separate Contractors), and Articles 10(Protection of Persons and Property),11 (Insurance and Bonds),and 12(Uncovering and Correction of Work). §6.2.1 Coordination with Others.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 Contractor Reporting Requirement.If part of the Contractor's Work depends for proper execution or results upon construction or operations by the Owner or a Separate Contractor,the Contractor shall,prior to proceeding with that portion of the Work,promptly notify the Architect of apparent discrepancies or defects in the construction or operations by the Owner or Separate Contractor that would render it unsuitable for proper execution and results of the Contractor's Work.Failure of the Contractor to notify the Architect and the Owner of apparent discrepancies or defects prior to proceeding with the Work shall constitute an acknowledgment that the Owner's or Separate Contractor's completed or partially completed construction is fit and proper to receive the Contractor's Work.The Contractor shall not be responsible for discrepancies or defects in the construction or operations by the Owner or Separate Contractor that are not apparent. §6.2.3 Reimbursement for Certain Costs.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 Wrongfully Caused Damage.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 10.2.5.10.2.5(Remediation of Damage or Loss). Additions and Deletions Report for AIA Document A201 T"—2017.Copyright 01911.1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976, 1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA'Document is protected by U.S.Copyright 23 Law and International Treaties.Unauthorized reproduction or distribution of this AIA'Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA51) §6.2.5 Owner and Separate Contractor Responsibility for Cutting and Patching.The Owner and each Separate Contractor shall have the same responsibilities for cutting and patching as are described for the Contractor in Section 344.3.14(Cutting and Patching). PAGE 25 §7.1.1 Change Orders;Construction Change Directives.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(Changes In The Work)and elsewhere in the Contract Documents.See Supplementary Conditions for additional provisions added to this section. §7.1.2 Issuing Parties.A Change Order shall be based upon agreement among the Owner,Contractor and r hitect Contractor and Owner.A Construction Change Directive requires agreement by the Owner and -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 elefe or Owner. §7.1.3 Performed Under Contract Documents.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. §7.1.4 Field Directives and Field Orders and Contract Sum and Contract Time. See Supplementary Conditions for this provision. §7.1.5 Change Proposals. See Supplementary Conditions for this provision. §7.1.6 Changes in Contract Time or Contract Sum. See Supplementary Conditions for this provision. §7.1.7 Backup and Spreadsheets. See Supplementary Conditions for this provision. §7.1.8 Change Order Required for Addition to Contract Sum or Change in Contract Time. See Supplementary Conditions for this provision. §7.1.9 Adjustments Set Out in Change Order. Sec Supplementary Conditions for this provision. Additions and Deletions Report for AIA Document A201 T"—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976, 1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIAe Document is protected by U.S.Copyright 24 Law and International Treaties.Unauthorized reproduction or distribution of this AIA®Document,or any portion of It,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA51) §7.2.1 Change Order.A"Change Order"is a written instrument prepared by the Architect and signed by the Owner,Contractor,and Architect stating their agreement upon all of the following: §7.2.2 Allowance for Overhead and Profit. See Supplementary Conditions for this provision. §7.2.3 Settlement of Matters Relating to the Change in the Work. See Supplementary Conditions for this provision. §7.3.1 A Construction Change DircctivcConstruction Change Directive. A"Construction Change Directive"is a written order prepared by the Architect and signed by the Owner and-or Architect,directing a change in the Work prior to agreement on adjustment,if any,in the Contract Sum or Contract Time,or both.The Owner may by Construction Change Directive,without invalidating the Contract,order changes in the Work within the general scope of the Contract consisting of additions,deletions,or other revisions,the Contract Sum and Contract Time being adjusted accordingly. §7.3.2 When Used.A Construction Change Directive shall be used in the absence of total agreement on the terms of a Change Order. PAGE 26 §7.3.3 Adjustments to Contract Sum.If the Construction Change Directive provides for an adjustment to the Contract Sum,the adjustment shall be based on one of the following methods: .4 As provided in Section 7.3.1.7.3.4(Contractor's Acceptance or Disagreement). §7.3.4 Contractor's Acceptance or Disagreement.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 7.3.3.3,7.3.3.3,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 73.4(Contractor's Acceptance or Disagreement)shall be limited to the following: .4 Costs of additional premiums for all bonds and insurance,permit fees,and sales,use,or similar taxes, directly related to the change;and Additions and Deletions Report for AIA Document A201 m—2017.Copyright®1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976, 1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA'Document is protected by U.S.Copyright 25 Law and International Treaties.Unauthorized reproduction or distribution of this AIA'Document,or any portion of it,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07109/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA51) §7.3.5 Contractor's Disagreement with Adjustment in Contract Time.If the Contractor disagrees with the adjustment in the Contract Time,the Contractor may make a Claim in accordance with applicable provisions of Article -1-515(Claims and Disputes). §7.3.6 Contractor's to Proceed with Change and Notify Architect of Agreement or Disagreement.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 Contractor Signing Construction Change A-Directive.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 Net Decreases;Net Increases.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 Payments Pending Final Determination of Resulting Cost.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 iteet-Owner will make an interim determination for purposes of monthly certification for payment for those -: :•: •-- -- •• : :•• -- - -- -- - - -- -- - - - - - -- . . . '..•-- , . . .. • . osts.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 4-5-15(Claims and Disputes). PAGE 27 §7.3.10 Resulting Change Orders.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 shall be recorded by preparation and execution of an appropriate Change Order.Change Orders may be issued for all or any part of a Construction Change Directive. §7.3.11 Contractor to Proceed With Change in the Work. See Supplementary Conditions for this provision. §7.3.12 Contractor's Agreement with Change. See Supplementary Conditions for this provision. Additions and Deletions Report for AIA Document A201"'—2017.Copyright 01911.1915,1918,1925.1937,1951,1958,1961,1963.1966,1970,1976, 1987,1997,2007 and 2017 by The American institute of Architects.All rights reserved.WARNING:This AIN Document Is protected by U.S.Copyright 26 Law and international Treaties.Unauthorized reproduction or distribution of this AIA°Document,or any portion of it,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (389ADA51) §7.3.13 Contractor's Allowance for OH and P. See Supplementary Conditions for this provision. The Architect or Owner,or both,may order minor changes in the Work that are consistent with the intent of the Contract Documents and do not involve an adjustment in the Contract Sum or an extension of the Contract Time. The Architect's order for minor changes shall be in writing.If the Contractor believes that the proposed minor change in the Work will affect the Contract Sum or Contract Time,the Contractor shall notify the Architect and shall not proceed to implement the change in the Work. If the Contractor performs the Work set forth in the Architect's order for a minor change without prior notice to the Architect and Owner that such change will affect the Contract Sum or Contract Time,the Contractor waives any adjustment to the Contract Sum or extension of the Contract Time. §8.1.1 "Contract Time".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 Date of Commencement.The date of commencement of the Work is the date established in the Agreement. §8.1.3 "Date of Substantial Completion".The"date of Substantial Completion"is the date certified by the Architect in accordance with Section 94,9.8(Substantial Completion). See Supplementary Conditions for additional provisions added to this section. §8.1.4 The term"day""Day".The term"day"as used in the Contract Documents shall mean calendar day unless otherwise specifically defined. • §8.2.1 Time is of Essence.Time limits stated in the Contract Documents are of the essence of the Contract.By executing the Agreement,the Contractor confirms that the Contract Time is a reasonable period for performing the Work. §8.2.2 Timely Placement of Insurance.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 Expeditious Performance.The Contractor shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within the Contract Time. .. . . . .. .. . . - .. Additions and Deletions Report for AtA Document A201".—2017.Copyright®1911,1915,1918,1925,1937.1951,1958,1961,1963,1966,1970,1976. 1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA°Document is protected by U.S.Copyright 27 Law and International Treaties.Unauthorized reproduction or distribution of this AIM'Document,or any portion of it,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No.5363042475 which expires on 07/08/2020.and is not for resale. User Notes: (3B9ADA51) _ -•• _ • . . ..• - _ - , . ._ •. caus«7ond-the Contractor's control;(4)bydelay Y • : , • • ••• .•tiding-mediatie• :•. . _ _ • • , . 'on er(5)by other causes that-the . ._ - • .Basis Upon Which Delay and Extension is Determined. [Sec Supplementary Conditions for this provision.) §8.3.1.1 Recovery Plan.See Supplementary Conditions. §8.3.2 Claims Relating to Time.Claims relating to time shall be made in accordance with applicable provisions of Article-44 15(Claims and Disputes). §8.3.3 Damages for Delay.This Section 8.3(Delays and Extensions of Time)does not preclude recovery of damages for delay by either party under other provisions of the Contract Documents. §8.3.4 Acceleration.See Supplementary Conditions. PAGE 28 §9.1.1 Total Amount Payable.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. See Supplementary Conditions for additional provisions added to this section. §9.1.2 Equitable Adjustment of Unit Prices. If unit prices arc 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. seh•._ . .• . •• . ••r •- • . - • • . ••• . •e-entire Contrae e th- _. .• . - . . - • .. • . . .•- - - - ea .t.,,f .,a ,ppeFted by-the data to - •• • _ • _• . _ ' • -- . _ ' ••- .Any chances to the schedule of values shall be unless objected to by the Architect,shall be used as a basis for reviewing the Contractor's subsequent-Ap$ieations for Payment.(See Supplementary Conditions for this provision.] §9.3.1 Submission Date.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 94-9.2(Schedule of Values).for completed portions of the Work.The application shall be notarized, if required,and supported by all data substantiating the Contractor's right to payment that the Owner or Additions and Deletions Report for AIA Document A201'"—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961.1963.1966.1970.1976. 1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA' Document is protected by U.S.Copyright 28 Law and International Treaties.Unauthorized reproduction or distribution of this AIA'Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA51) Architect require,such as copies of requisitions,and releases and waivers of liens from Subcontractors and suppliers,and shall reflect retainage if provided for in the Contract Documents. Sec Supplementary Conditions for additional provisions added to this section. §9.3.1.1 ed in Section 2^ Amounts Included for Changes.As provided in Section 7.3.9(Payments Pending Final Determination of Resultina Cost),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 Amounts Not to be Included. Applications for Payment shall not include requests for payment for portions of the Work for which the Contractor does not intend to pay a Subcontractor or supplier,unless such Work has been performed by others whom the Contractor intends to pay. §9.3.2 Amounts Included for Materials and Equipment.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 Clear Title upon Payment.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. §9.3.4 Owner's Payment Direct to Claimants. See Supplementary Conditions for this provision. PAGE 29 §9.4.1 Certificate for Payment or Notification of Reasons of Withholding Certification.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;9.5.1(Owner's Decision);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 9.5.1.9.5.1 (Owner's Decision). §9.4.2 Architect's Representations to Owner on Certification.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 Additions and Deletions Report for AIA Document A201 T"—2017.Copyright®1911,1915,1918.1925,1937,1951,1958,1961.1963,1966,1970,1976, 1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA°Document Is protected by U.S.Copyright 29 Law and International Treaties.Unauthorized reproduction or distribution of this AIA8 Document,or any portion of It,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA51) 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. §9.5.1 Owner's Decision.The Architect or Owner may withhold a Certificate for Payment or payment in whole or in part,to the extent reasonably necessary to protect the Owner,if in the Architect's or Owner's opinion the representations to the Owner required by Section 9.4.2(Architect's Representations to Owner on Certification)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 9.1.1.9.4.1 (Certificate for Payment or Notification of Reasons of Withholding Certification).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 toss resulting from acts and omissions described in Section 3.3.2,3.3.2(Responsible for Employees.Subcontractors.Etc.),because of See Supplementary Conditions for additions to this provision. §9.5.2 Claims Submission.When either party disputes the Architect's decision regarding a Certificate for Payment under Section 9.5.1,9.5.1(Owner's Decision),in whole or in part,that party may submit a Claim in accordance with Article 1315(Claims and Disputes). See Supplementary Conditions for additional provisions added to this section. §9.5.3 Removal of Reasons to Withhold Certification.When the reasons for withholding certification are removed, certification will be made for amounts previously withheld. §9.5.4 Joint Checks.If the Architect withholds certification for payment under Section 9.5.1.3,9.5.13,the Owner may,at its sole option,issue joint checks to the Contractor and to any Subcontractor or supplier to whom the Contractor failed to make payment for Work properly performed or material or equipment suitably delivered.If the Owner makes payments by joint check,the Owner shall notify the Architect and the Contractor shall reflect such payment on its next Application for Payment. §9.5.5 Continued Prosecution of Work. See Supplementary Conditions for this provision. Additions and Deletions Report for AIA Document A201''—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976, 1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA*Document is protected by U.S.Copyright 30 Law and International Treaties.Unauthorized reproduction or distribution of this AIA*Document,or any portion of It,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA51) PAGE 30 §9.6.1 Payment Date;Retainaqe.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. See Supplementary Conditions for additional provisions added to this section. §9.6.2 Contractor's Payment of Subcontractors.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 Architect's Response to Subcontractors.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 Evidence of Payment of Subcontractors.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 Contractor's Payment of Material and Equipment Suppliers.The Contractor's payments to suppliers shall be treated in a manner similar to that provided in Sections 9.6.2,9.63 and 9.6.1.9.6.2(Contractor's Payment of Subcontractors),9.6.3(Architect's Response to Subcontractors)and 9.6.4(Evidence of Payment of Subcontractors). §9.6.6 Does Not Constitute Acceptance of Work.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 _• - -- _ . . •- e - • . .. -- .. - . - . •• • . . . . - . -. ..• •••.• . Demonstration of Proper Payment. See Supplementary Conditions for this provision. §9.6.8 Contractor to Indemnity Owner for Lien Claims or Other Payment Claims.Provided the Owner has fulfilled its payment obligations under the Contract Documents,the Contractor shall defend and indemnify the Owner from all loss,liability,damage or expense,including reasonable attorney's fees and litigation expenses,arising out of any Additions and Deletions Report for AIA Document A201 —2017.Copyright®1911,1915.1918,1925,1937,1951,1958,1961,1963,1966,1970,1976. 1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA°Document is protected by U.S.Copyright 31 Law and International Treaties.Unauthorized reproduction or distribution of this AIA°Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (389ADA51) lien claim or other claim for payment by any Subcontractor or supplier of any tier.Upon receipt of notice of a lien claim or other claim for payment,the Owner shall notify the Contractor.If approved by the applicable court,when required,the Contractor may substitute a surety bond for the property against which the lien or other claim for payment has been asserted. ' ._ - -- : . . . . . .. - ' - -- e: . --• -- a •- .: . " - Wort.f r its intended "Substantial Completion". [See Supplementary Conditions for this provision.] PAGE 31 §9.8.2 Punch List.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. See Supplementary Conditions for additional provisions added to this section. §9.8.3 Follow Up Inspection.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. §9.8.3.1 Contractor Reimburses Owner for Additional Inspections.See Supplementary Conditions. §9.8.4 Certificate of Substantial Completion.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 Submission of Certificate;Payments.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 sueh final completion and Owner's acceptance,and consent of surety ,i€any-surety,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. §9.9.1 Submittals.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 Additions and Deletions Report for AIA Document A201"—2017.Copyright®1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970.1976, 1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA"Document is protected by U.S.Copyright 32 Law and International Treaties.Unauthorized reproduction or distribution of this AIA*Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA51) 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 9.8.2.9.8.2(Punch List).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. See Supplementary Conditions for additional provisions added to this section. §9.9.2 Inspection.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 No Deemed Acceptance.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. PAGE 32 §9.10.1 Inspection;Certificate of Payment.Upon receipt of the Contractor's notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment,the Architect will promptly make such inspection.When the Architect finds the Work acceptable under the Contract Documents and the Contract fully performed,the Architect will promptly issue a final Certificate for Payment stating that to the best of the Architect's knowledge,information and belief,and on the basis of the Architect's on-site visits and inspections,the Work has been completed in accordance with the Contract Documents and that the entire balance found to be due the Contractor and noted in the final Certificate is due and payable.The Architect's final Certificate for Payment will constitute a further representation that conditions listed in Section 9.10.2(Submittals)as precedent to the Contractor's being entitled to final payment have been fulfilled.See Supplementary Conditions for additional provisions added to this section. §9.10.1.1 Final Completion of a Phase of the Work. See Supplementary Conditions for this provision. §9.10.2 Submittals.Neither final payment nor any remaining retained percentage shall become due until the Contractor submits to the Architect(I)an affidavit that payrolls,bills for materials and equipment,and other indebtedness connected with the Work for which the Owner or the Owner's property might be responsible or encumbered(less amounts withheld by Owner)have been paid or otherwise satisfied,(2)a certificate evidencing that insurance required by the Contract Documents to remain in force after final payment is currently in effect,(3)a written statement that the Contractor knows of no reason that the insurance will not be renewable to cover the period required by the Contract Documents,(4)consent of surety,if any,to final payment,(5)documentation of any special warranties,such as manufacturers'warranties or specific Subcontractor warranties,and(6)if required by the Owner,other data establishing payment or satisfaction of obligations,such as receipts and releases and waivers of liens,claims,security interests,or encumbrances arising out of the Contract,to the extent and in such form as may be designated by the Owner.If a Subcontractor refuses to furnish a release or waiver required by the Owner,the Contractor may furnish a bond satisfactory to the Owner to indemnify the Owner against such lien,claim,security interest,or encumbrance.If a lien,claim,security interest,or encumbrance remains unsatisfied after payments are made,the Contractor shall refund to the Owner all money that the Owner may be compelled to pay in discharging the lien,claim,security interest,or encumbrance,including all costs and reasonable attorneys'fees.See Supplementary Conditions for additional provisions added to this Section. Additions and Deletions Report for AIA Document A201 T"—2017.Copyright®1911,1915,1918,1925.1937,1951,1958.1961,1963,1966,1970,1976, 1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright 33 Law and International Treaties.Unauthorized reproduction or distribution of this AIAG Document,or any portion of it,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (389ADA51) §9.10.3 Payment for Work To Date If Final Completion Delayed Without Contractor Fault. 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 No Waiver of Claims by Owner by Payment.The making of final payment shall constitute a waiver of Claims by the Owner except those arising from §9.10.5 Acceptance of Final Payment by Contractor,Subcontractors and Suppliers.Acceptance of final payment by the Contractor,a Subcontractor,or a supplier,shall constitute a waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled at the time of final Application for Payment. §9.10.6 Records for Review. See Supplementary Conditions for this provision. §9.10.7 Final Payment Date. See Supplementary Conditions for this provision. The Contractor shall be responsible for initiating,maintaining,and supervising all safety precautions and programs in connection with the performance of the Contract. See Supplementary Conditions for additional provisions added to this section. §10.2.1 Contractor's Actions.The Contractor shall take reasonable precautions for safety of,and shall provide reasonable protection to prevent damage,injury,or loss to PAGE 33 §10.2.2 Contractor's Compliance.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. See Supplementary Conditions for additional provisions added to this section. §10.2.3 Safeguards.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 Additions and Deletions Report for AIA Document A201n'—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976, 1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA'Document is protected by U.S.Copyright 34 Law and International Treaties.Unauthorized reproduction or distribution of this AIA®Document,or any portion of It,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No.5363042475 which expires on 07/08/2020.and is not for resale. User Notes: (3B9ADA51) other warnings against hazards;promulgating safety regulations;and notifying the owners and users of adjacent sites and utilities of the safeguards. §10.2.4 Notice of Explosives or Hazardous Materials or Equipment or Unusual Methods.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 Remediation of Damage or Loss.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. 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 3-14 3.18(Indemnification). §10.2.6 Safety Representative On Site.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 Unsafe Loads and Unsafe Conditions.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. §10.2.8.1 Reporting of Accidents,Injuries or Illness. Sec Supplementary Conditions for this provision. 10.2.8.2 Reports of Regulatory Agencies Inspections. See Supplementary Conditions for this provision. §10.2.9 Protection of Persons and Property.See Supplementary Conditions. PAGE 34 §10.3.1 Protocols;Contractor's Notice to Owner.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),("PCB"),encountered on the site by the Contractor, Additions and Deletions Report for AIA Document A201 T"—2017.Copyright fifs 1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976, 1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIM Document is protected by U.S.Copyright 35 Law and International Treaties.Unauthorized reproduction or distribution of this AIM Document,or any portion of it,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA51) the Contractor shall,upon recognizing the condition,immediately stop Work in the affected area and notify the Owner and Architect of the condition. See Supplementary Conditions for additions to this Section. §10.3.2 Owner's Actions After Notice from Contractor.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 Contract Sum shall be increased by the amount of the Contractor's reasonable additional costs of shutdown,delay,and start-up. §10.3.3 Owner's Indemnity.To the fullest extent permitted by law,the Owner shall indemnify and hold harmless the Contractor,Subcontractors,Architect,Architect's consultants,and agents and employees of any of them from and against claims,damages,losses,and expenses,including but not limited to attorneys' fees,arising out of or resulting from performance of the Work in the affected area if in fact the material or substance presents the risk of bodily injury or death as described in Section 10.3.1 Protocols:Contractor's Notice to Owner)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. See Supplementary Conditions for additional provisions added to this section. §10.3.4 Contractor's Responsibility.The Owner shall not be responsible under this Section 10.3(Hazardous Materials)for hazardous materials or substances the Contractor brings to the site unless such materials or substances are required by the Contract Documents.The Owner shall be responsible for hazardous materials or substances required by the Contract Documents,except to the extent of the Contractor's fault or negligence in the use and handling of such materials or substances. §10.3.5 Contractor's Indemnity.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 10.3.1,10.3.1 (Protocols:Contractor's Notice to Owner),except to the extent that the cost and expense are due to the Owner's fault or negligence. See Supplementary Conditions for additional provisions added to this Section. §10.3.6 Contractor's Compliance with Environmental Laws.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. Additions and Deletions Report for AIA Document A201*"—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976, 1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIM,Document is protected by U.S.Copyright 36 Law and International Treaties.Unauthorized reproduction or distribution of this AIAe Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA51) 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 std-A-rtiele 7,(Claims and Disputes)and Article 7(Changes In The Work). PAGE 35 §11.1.1 Claims Insured.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 Bonds.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 Furnishing Copy of Bond to Others.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. §11.2.1 Contract Document Requirements.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. §11.3.1 :•: :• - : _ - .- . .. • • -. _. .. property.Waivers of Recovery and Subrogation. fSee Supplementary Conditions for this provision.) PAGE 36 §11.3.2 Owner's Property Insurance on Adioininq Property and Post-Completion Property Insurance.If during the Project construction period the Owner insures properties,real or personal or both,at or adjacent to the site by property insurance under policies separate from those insuring the Project,or if after final payment property insurance is to be provided on the completed Project through a policy or policies other than those insuring the Additions and Deletions Report for AIA Document A201'"—2017.Copyright@ 1911.1915.1918.1925,1937.1951,1958,1961.1963.1966,1970,1976• 1987.1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright 37 Law and International Treaties.Unauthorized reproduction or distribution of this AIM'Document,or any portion of it,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (389ADA51) 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 (Waivers of Recovery and Subrogation)for damages caused by fire or other causes of loss covered by this separate property insurance. §11.5.1 Owner as Adiuster.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 11.5.2.11.5.2(Owner to Notify Contractor Prior to Proposed Settlement and Allocation of Insurance Proceeds).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 Owner to Notify Contractor Prior to Proposed Settlement and Allocation of Insurance Proceeds.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 docs 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(Claims and Disputes).Pending resolution of any dispute,the Owner may issue a Construction Change Directive for the reconstruction of the damaged or destroyed Work. §12.1.1 Events of Contractor's Cost.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 Other Events.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. 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. See Supplementary Conditions for additional provisions added to this section. PAGE 37 Additions and Deletions Report for AIA Document A201""—2017.Copyright®1911.1915,1918,1925,1937,1951,1958,1961.1963.1966,1970,1976. 1987,1997,2007 and 2017 by The American Institute of Architects.All lights reserved.WARNING:This AIA'Document is protected by U.S.Copyright 38 Law and International Treaties.Unauthorized reproduction or distribution of this AIA'Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA51) §12.2.2.1 One Year Limited Express Warranty. In addition to the Contractor's obligations under Section 34 3.5(Warranty),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 9.9.1,9.9.1 (Submittals),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 :, .. • .• a •- •• • •. '* -• -• :• .• : : •'-• • • •-- ..• warranty-so.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 241.5(Owner's Right to Carry Out the Work). Nothin herein shall be construed to negate or limit Contractor's obligations set forth in Section 3.18(Warranty)above,including without limitation Contractor's duties to defend and indemnify the Owner Parties. §12.2.2.2 Correction of Defective Work First Performed after Substantial Completion.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 Warranty Period as to Corrective Work.The one-year period for correction of Work shall tube extended by corrective Work performed by the Contractor pursuant to this Section 4 :12.2. §12.2.3 Removal of Defective Work.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 Payment of Cost to Correct.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 No Override of Statute of Limitations.Nothing contained in this Section 12.2(Correction of Work) 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(After Substantial Completion)relates only to the specific obligation of the Contractor to correct the Work,and has no relationship to the time within which the obligation to comply with the Contract Documents may be sought to be enforced,nor to the time within which proceedings may be commenced to establish the Contractor's liability with respect to the Contractor's obligations other than specifically to correct the Work. 12.2.6 Not Exclusive Remedy.See Supplementary Conditions. Additions and Deletions Report for AIA Document A201"—2017.Copyright®1911,1915.1918.1925,1937,1951.1958.1961.1963.1966,1970,1976. 1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA®Document is protected by U.S.Copyright 39 Law and International Treaties.Unauthorized reproduction or distribution of this AIA®Document,or any portion of it,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA51) The Contract shall be governed by the law of the place where the Project is located,excluding that jurisdiction's choice of law rules.If the parties have selected arbitration as the method of binding dispute resolution,the Federal Arbitration Act shall govern Section 4-5:4.15.4(Arbitration). §13.2.1 Consent to Assignment of Contract Required.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 13.2.2,13.2.2(Assignment to Construction Lender),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. PAGE 38 §13.2.2 -• a -• - . :. -• : •• .. . , . •- .• .• . . . . . _ -. . -- . - -•. - . •. -- .: .: - •- : -- .Assignment to Construction Lender. (Intentionally deleted.' §13.3.1 Cumulative of Other Rights and Remedies.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 Implied Approval or Acquiescence in a Breach.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. §13.3.3 Survival After Completion or Termination. See Supplementary Conditions for this provision. §13.4.1 Required Testing,Inspections and Approvals.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 Additional Testing.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 13.1.1, 13.4.1 (Required Testing,Inspections and Approvals),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 Additions and Deletions Report for AIA Document A201' —2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976, 1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA°Document is protected by U.S.Copyright 40 Law and International Treaties.Unauthorized reproduction or distribution of this AIA°Document,or any portion of It,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No.5363042475 which expires on 07/08/2020,and Is not for resale. User Notes: (3B9ADA51) 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 13.1.3, 13.4.3(Revealed Failures),shall be at the Owner's expense. §13.4.3 Revealed Failures.If procedures for testing,inspection,or approval under Sections 13.4.1 and 13."2 reveal (Required Testing,Inspections and Approvals)and 13.4.2(Additional Testing)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 Results Delivered to Owner and Architect.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 Owner and Architect Observation.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 Prompt Contractor Action Required.Tests or inspections conducted pursuant to the Contract Documents shall be made promptly to avoid unreasonable delay in the Work. 13.6 Written Notice. See Supplementary Conditions for this provision. PAGE 39 13.7 Costs and Attorneys'Fees. See Supplementary Conditions for this provision. §13.8 Product Warranties and Substantial Completion. See Supplementary Conditions for this provision. §13.9 Owner Approval of Subcontractors. See Supplementary Conditions for this provision. §13.10 Interpretation. See Supplementary Conditions for this provision. §13.11 Assignment of Subcontracts and Orders See Supplementary Conditions for this provision. Additions and Deletions Report for AIA Document A201' —2017.Copyright®1911.1915,1918,1925,1937,1951,1958,1961,1963.1966,1970,1976, 1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIN'Document Is protected by U.S.Copyright 41 Law and International Treaties.Unauthorized reproduction or distribution of this AIM Document,or any portion of It,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA51) §14.1.1 Termination by Contractor Due to Certain Events.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: .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-,-9.4.1 (Certificate for Payment or Notification of Reasons of Withholding Certification),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 2,2,2.2(Evidence of the Owner's Financial Arrangements). §14.1.2 Termination by Contractor Due to Certain Time Elapses.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 443714.3(Suspension By The Owner For Convenience),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 Amounts Recoverable by Contractor.If one of the reasons described in Section 14.1.1 (Termination by Contractor Due to Certain Events)or 14.1.2(Termination by Contractor Due to Certain Time Elapses)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 Termination by Contractor Due to Certain Other Events.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 11.1.3.14.1.3(Amounts Recoverable by Contractor). §14.2.1 Cause.The Owner may terminate the Contract if the Contractor .2 fails to make payment to Subcontractors or suppliers in accordance with the respective agreements between the Contractor and the Subcontractors or Suppliers; Additions and Deletions Report for AIA Document A201 T"-2017.Copyright®1911.1915.1918.1925.1937,1951,1958,1961,1963,1966.1970,1976, 1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA"Document is protected by U.S.Copyright 42 Law and International Treaties.Unauthorized reproduction or distribution of this AIA'Document,or any portion of it,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AtA software at 16:48:41 ET on 07/09/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA51) PAGE 40 See Supplementary Conditions for provisions added to this Section §14.2.2 Certain Rights and Remedies of Owner.When any of the reasons described in Section 14.2.1 (Cause)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: .2 Accept assignment of subcontracts pursuant to Section 3-5.4(Contingent Assignment of Subcontracts);and See Supplementary Conditions for additional provisions added to this Section. §14.2.3 Effect of Termination for Cause on Further Payments.When the Owner terminates the Contract for one of the reasons stated in Section 11.2.1,14.2.1 (Cause),the Contractor shall not be entitled to receive further payment until the Work is finished. §14.2.4 Amounts Payable to Parties.If the unpaid balance of the Contract Sum exceeds costs of finishing the Work, including compensation for the Architect's services and expenses made necessary thereby,and other damages incurred by the Owner and not expressly waived,such excess shall be paid to the Contractor.If such costs and damages exceed the unpaid balance,the Contractor shall pay the difference to the Owner.The amount to be paid to the Contractor or Owner,as the case may be,shall be certified by the Initial Decision Maker,upon application,and this obligation for payment shall survive termination of the Contract. §14.2.5 Insolvency. See Supplementary Conditions for this provision. §14.3.1 Suspension,Delay or Interruption.The Owner may,without cause,order the Contractor in writing to suspend,delay or interrupt the Work,in whole or in part for such period of time as the Owner may determine. §14.3.2 Adjustments.The Contract Sum and Contract Time shall be adjusted for increases in the cost and time caused by suspension,delay,or interruption under Section 11.3.1. 14.3.1 (Suspension,Delay or Interruption). Adjustment of the Contract Sum shall include profit.No adjustment shall be made to the extent §14.4.1 Convenience.The Owner may,at any time,terminate the Contract for the Owner's convenience and without cause. Additions and Deletions Report for AIA Document A201'•—2017.Copyright®1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976, 1987,1997,2007 and 2017 by The American institute of Architects.All rights reserved.WARNING:This AIA"'Document is protected by U.S.Copyright 43 Law and International Treaties.Unauthorized reproduction or distribution of this AIA''Document,or any portion of it,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA51) §14.4.2 Actions to Be Taken by Contractor.Upon receipt of notice from the Owner of such termination for the Owner's convenience,the Contractor shall -•- • -• ••,' . , • -• • -. .Monies Owing. See Supplementary Conditions for substitution for this provision. PAGE 41 A Clam-"Claim"is a demand or assertion by one of the parties seeking,as a matter of right,payment of money,a change in the Contract Time,or other relief with respect to the terms of the Contract.The term"Claim"also includes other disputes and matters in question between the Owner and Contractor arising out of or relating to the Contract.The responsibility to substantiate Claims shall rest with the party making the Claim.This Section 15.1.1 (Definition)does not require the Owner to file a Claim in order to impose liquidated damages in accordance with the Contract Documents. 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 15.1.2.15.1.2(Time Limits on Claims). §15.1.3.1 .. .. . .. - _ . •• - - Condition Discovered Prior to Expiration of Correction of Work Period. . - .. -• ••- • . .. .. . • . - .1-See Supplementary Conditions for this provision.) §15.1.3.2 Condition Discovered After Expiration of Correction of Work Period.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 12.2.2,12.2.2(After Substantial Completion),shall be initiated by notice to the other party.In such event,no decision by the Initial Decision Maker is required. §15.1.4.1 Pending Final Resolution of Claim.Pending final resolution of a Claim,except as otherwise agreed in writing or as provided in Section 9.7 and " 114,(Failure of Payment)and Article 14(Termination or Additions and Deletions Report for AIA Document A201"'—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961.1963,1966.1970,1976, 1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA''Document Is protected by U.S.Copyright 44 Law and International Treaties.Unauthorized reproduction or distribution of this AIM Document,or any portion of it,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA51) Suspension of The Contract).the Contractor shall proceed diligently with performance of the Contract and the Owner shall continue to make payments in accordance with the Contract Documents. §15.1.4.2 • . . . . .•_ - ..•_ •- • . _ _.• • • • -- nitial-Desision-Makerls : ..•• : •• - . :rdance with this Article 15.The Architect will issue • . • ': •-• • . . .• . 'tit-di- . ' •: • • . 11- . . • Initial Decision Maker's Decision. [Intentionally deleted.] - . . . •-- . •- . •- •• .ntrazra«Su ,notice-as-provided in Section 15.1.3 . •• . . • . . - - •� . . .. • • •• . • •. . -c Claim.Prior notice is Supplementary Conditions for this provision.] §15.1.6.1 n Section 15.1.3 shall be given.The Contractor's Claim shall in ..• .• • ' - •: : - ::.: • - dela} a • , • ': . - • . • ; • .• .• :el: •••• :t Contents of Claim. [See Supplementary Conditions for this provision] §15.1.6.2 Adverse Weather Conditions. If adverse weather conditions arc 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. §15.1.6.3 Recognized Number of Adverse Weather Days. Sec Supplementary Conditions for this provision. [Intentionally deleted.) CIalmsagainst-eae-h-ett,,eFfor--eensequentie • . " :. - - . •• .ct.This mutual waiver includes&15.1.8 Predicate for Claims for Additional Time. Sec Supplementary Conditions for this provision. . . • .. •.a- . . . _ _ . , • , , •c+ business-a nd-reputation-and--fec4: . - • .... . ._ .• . ••• . s_. ' " - -- ••- such rperso s;and Additions and Deletions Report for AIA Document A201'—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970.1976, 1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA' Document is protected by U.S.Copyright 45 Law and International Treaties.Unauthorized reproduction or distribution of this AIA" Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (389ADA51) personnel stationed there,for losses of fins• • . •• . . -. . •.-, .nd-€cress-ef pc xt-a„tieipated-p : .• • : • • • •• • . '.Zi 15.1.9 Saturday and Sundays. Sec Supplementary Conditions for this provision. PAGE 42 of--liquidated-d•tnlaecs,v.henapplicable, in accordance with the requiremen: : • :• . !: . ••• .ZZ 15.1.10 Required Notice of Occurrences or Events Entitling Contractor to Additional Time. Sec Supplementary Conditions for this provision. §15.2.1 Claims,excluding - ' - - •. . -: : • ': • - _._._ . • • •_ •nder Sections 10.3, 10.9,and 11.5,shall be referred to the Initial Die *mer—tor initial decisio•. •• • •- • . -• ' '. !• • , deeisie• . : . . . - • - • - . -•• • - 'tial deei: . ! .. .• . .. - rtitial-Desis'_. , - • .J • . • : • - _ - , •e Initial Deeis-ien—Makerisputes between the • • -• e ••• .Claims Referred to Initial Decision Maker. ( Intentionally deleted.] §15.2.2 • -• !• '. - • . . .. . ....a• Claim take one-of • . • • •s . . - pl3eting data-€ro .. _ .. .. . _s . . Claim.Actions Within 10 Days. ( Intentionally deleted.] §15.2.3 In-evalu• •' • , •• •• -• !• ' :• . • • • , . :• .. : , • - ith-er-seek . • . • e •• ' •-•.•.Consultation with Persons with Special Knowledge or Expertise. I Intentionally deleted.] §15.2.4 . ! .. . . . ...idea response t: . . . • ... ••-• ••c •, • - •• • -. , • • .. - -• e-cegeest;and-sit • • - - ..::rtin 2 data,if any,the Initis ! • , . •• • •'-et-er approve the Claim in-whole-or-in paft-:Furnishing Supportive Data. f Intentionally deleted.] Additions and Deletions Report for AIA Document A201'"—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976, 1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA Document is protected by U.S.Copyright 46 Law and International Treaties.Unauthorized reproduction or distribution of this Al/l0 Document,or any portion of it,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (389ADA51) reuse . , - .. - e4nitial Decision , r Contract Tin • .. . - dispute-resolution-Initial Decision. f Intentionally deleted.] §15.2.6 Either part..may f le fof-mediation-ef-an-initial-decision-et-any-tinge,subject to the terms of Section 15.2.6.l.Request for Mediation.\ I Intentionally deleted.] §15.2.6,1 -- - ! . •- •- .. . . . - • - : ation.I such o det;and-is-made-an: • ,• .- . . ..' . . sol{+ti:• . . - _ • - -. . e nt de .Demand for Mediation, [ Intentionally deleted.] • • - • . .. 'b: . .urety-and-request-t•• .•-. - - • _ •e-eeutrevefsy:Notice to Surety,f Intentionally deleted.] §15.2.8 If a Claim relates to or is the subj- - .. . . - • aeeerdanee-><r-ith-ap• ' .; • • ' : • • •• • ee-er-f+1iog-deadlinetMechanic's Liens, ( Intentionally deleted.] §15.3.1 Non-Bindinq Mediation.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 15.1.7,9.10.4(No Waiver of Claims by Owner by Payment),9.10.5(Acceptance of Final Payment by Contractor.Subcontractors and Suppliers),and 15.1.7(Waiver of Claims for Consequential Damaees).shall be subject to mediation as a condition precedent to binding dispute resolution. §15.3.2 AAA.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, 15.3.2(AAA),the parties may nonetheless proceed to the selection of the arbitrator(s)and agree upon a schedule for later proceedings. §15.3.3 Demand for Binding Dispute Resolution.Either party may,within 30 days from the date that mediation has been concluded without resolution of the dispute or 60 days after mediation has been demanded without resolution of the dispute,demand in writing that the other party file for binding dispute resolution. If such a demand is made Additions and Deletions Report for AIA Document A201'.—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976, 1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA Document Is protected by U.S.Copyright 47 Law and International Treaties.Unauthorized reproduction or distribution of this AIA` Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (389ADA51) and the party receiving the demand fails to file for binding dispute resolution within 60 days after receipt thereof. then both parties waive their rights to binding dispute resolution proceedings with respect to the initial decision. §15.3.4 Mediator's Fee; Location;Enforcement as Settlement Agreement.The parties shall share the mediator's fee and any filing fees equally.The mediation shall be held in the place where the Project is located,unless another location is mutually agreed upon.Agreements reached in mediation shall be enforceable as settlement agreements in any court having jurisdiction thereof. §15.4 Arbitration 1lnten tionally deleted.[ §15.4.1 .. ed far bindi+g disp. Claim -• . • • _ . -:jest to arbitcatie acties-mutually • - . :n the date of the Agree- • . •- • -• . -•.. - .• - . - • . -- . •-• . • - _ • .• _ . _• .Lien must assert-in-th• _ _ . •.•-- .•- - • _ that-party-en-whi • .• . -•- :-te-be-demended-AAA. §15.4.1.1 A-detlman: . . . . . •. 'er th. : .. t st..,t�., it be-mn he,,-"h:nstitutio• : • . _.' .: • . . _ • • •• • -• •. -• . .• • . • • ttitatiens-For-statute-of limitat'. • : . • •.' •• • - _•• - .. •. .• c Claim.Statute of Limitations. 'Intentionally deleted.) §15.4.2 Ted-rende_edred by the-arbi . . '. -- - . . .. -red-upon-it-in aeEerdanc it -applt - V -;'_ .• •- . .Award. (Intentionally deleted.] PAGE 43 §15.4.3 - -_:• _ -- •• . . . •. • . . _ - _ •- -• . . .itrnatewrit'„-an additional-persea-er-entity sh�,r�r, ll be specifi . •• . .. • . _. . ' _ - •- .Specific Enforcement. [Intentionally deleted.] §15.4.4.1 .. _ - _ .. . . • 5' . ..• '. •- - stir . • .- . -. er • •• - • • •. •--.•• •- -.. • •• • • - :• • -• -• - - .• •on,(2)the arbitrations to be consolidated-sub • _. . . . . • - _• . • . • -• - - '- : .With Other Arbitrations. [Intentionally deleted.] §15.4.4.2 Suubjee'no-tit eriean Arbitration-Asseciatien-er--tithe ... • .. • . .• . •. _ • Additions and Deletions Report for AIA Document A201.—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976, 1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA'' Document is protected by U.S.Copyright 48 Law and International Treaties.Unauthorized reproduction or distribution of this AIA Document,or any portion of It,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA51) eonseat:Common Question. [Intentionally deleted.! §15.4.4.3 • • - . - .• . _ . . - - -• - ..e-a-parto-an arb' this-Seetien 15.1,whether by joinder-er-eonsel4da io -the same rights of-joinder-and con.- •:. . • - - • • ••• : . . . -•. . •. • -met Third Party Has Same Rights of Joinder. [Intentionally deleted./ Additions and Deletions Report for AIA Document A201'M—2017.Copyright©1911,1915,1918,1925,1937,1951,1958,1961,1963,1966,1970,1976, 1987,1997,2007 and 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA' Document is protected by U.S.Copyright 49 Law and International Treaties.Unauthorized reproduction or distribution of this AIA' Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (3B9ADA51) Certification of Document's Authenticity AIA®Document D401 T" —2003 1,William H. Locke,hereby certify,to the best of my knowledge,information and belief,that I created the attached final document simultaneously with its associated Additions and Deletions Report and this certification at 16:48:41 ET on 07/09/2019 under Order No. 5363042475 from AIA Contract Documents software and that in preparing the attached final document I made no changes to the original text of AIAx Document A201711-2017,General Conditions of the Contract for Construction,as published by the AIA in its software,other than those additions and deletions shown in the associated Additions and Deletions Report. (Signed) Ci)Jµ,142C (.1,4 Colite-ce- 1 (Title) S,-15 1 7614 (Dated) AIA Document D401''—2003.Copyright©1992 and 2003 by The Amencan Institute of Architects.All rights reserved.WARNING:This AIM'Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIAx Document,or any portion of It,may 1 result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 16:48:41 ET on 07/09/2019 under Order No.5363042475 which expires on 07/0812020,and is not for resale. User Notes: (3B9ADA51) SUPPLEMENTARY CONDITIONS The following are Supplementary Conditions to the A201-2017 General Conditions of the Contract for Construction (the "AIA A201") (which collectively together with the A101-2017 and other contract documents referenced therein are called herein the "Contract Documents") for the Project designed by the Architect. These Supplementary Conditions amend, supplement, modify, delete and replace by substitution (or where applicable, be inserted as) the indicated provisions of the Contract Documents between "Owner", "Del Mar" or the "College": Del Mar College District,a Texas junior college established under Chapter 130 of the Texas Education Code;and "Contractor": Fulton Construction Corp./Coastcon Corp.,A Joint Venture,as to the "Project": South Campus Phase 1A,Bid Package 1,Central Plant,Utilities,and Excavation;located at "Site": South Campus at 6656 Yorktown Boulevard and Rodd Field Road,Corpus Christi,Texas. If a specific section of the Contract Documents is not identified below,the provisions set out below nevertheless amends the Contract Documents. Further even if a specific section of the Contract Documents is identified below, the provisions set out below amend all other provisions of the Contract Documents not identified as necessary to fully implement the provisions stated below.Wherever the terms hereof are inconsistent with the Contract Documents,the terms hereof shall be controlling. ARTICLE 1 GENERAL PROVISIONS § 1.1 Basic Definitions. The following provisions are added to Article 1 General Provisions of the A201,at the end of§ 1.1 Basic Definitions: §1.1.9 Knowledge. The terms"knowledge," "recognize,"and"discover," their respective derivatives,and similar terms in the Contract Documents,as used in reference to the Contractor,shall be interpreted to mean that which the Contractor knows(or reasonably should know),recognizes(or reasonably should recognize),and discovers(or reasonably should discover)in exercising the degree of care,skill, competence and diligence ordinarily possessed by reputable contractors practicing in the locale of the Project with experience in the construction of buildings and other improvements similar to those detailed in the Contract Documents. Analogously,the expression"reasonably inferable" and similar terms in the Contract Documents shall be interpreted to mean reasonably inferable by a contractor familiar with the Project and exercising the degree of care,skill,competence,and diligence ordinarily possessed by reputable contractors practicing in the locale of the Project with experience in the construction of buildings and other improvements similar to those detailed in the Contract Documents. § 1.2 CORRELATION AND INTENT OF THE CONTRACT DOCUMENTS § 1.2.1 Resolution of Inconsistencies; Clarifications. The following provision is added to Article 1 General Provisions of the A201,at the end of§ 1.2.1 Resolution of Inconsistencies;Clarifications: Notwithstanding the foregoing,in the event of inconsistencies within or between parts of the Contract Documents or between the Contract Documents and applicable standards,codes and ordinances,the Contractor shall(1)provide the better quality or greater quantity of Work or(2)comply with the more stringent requirement.With regard to inconsistencies in the Drawings,given dimensions shall take precedence over scaled measurements,and large scale Drawings over small scale Drawings. The terms and conditions of this paragraph shall not relieve the Contractor of any of the obligations set forth in Section 3.2(Review of Contract Documents and Field Conditions by Contractor)and Section 3.7(Permits,Fees, Notices and Compliance with Laws).Without limiting the foregoing,should discrepancies or doubt occur, or if Work is required in a manner to make it impossible to produce Work of the quality required by or reasonably inferred from the Contract Documents,or should the work not be constructible or have conflicts in the field,then Contractor shall not proceed with the Work without clarification from the Owner. 1 Doc.04 3467105.v3 Contractor shall request clarification in a reasonable time to avoid delays and increases in the Contract Sum. If the Contractor fails to make such a request when Contractor recognizes or reasonably should recognize the discrepancy or other issue,then no excuse will thereafter be entertained for failure to carry out work in the required manner and the Contractor shall not be entitled to any change in the Contract Sum or the Contract Time on account of such failure. § 1.2.1.2 Interpretation; Verification. The following section is added to § 1.2 Correlation and Intent of the Contract Documents the A201 as§ 1.2.1.2 Interpretation;Verification: §1.2.1.2 Interpretation;Verification.Except as otherwise provided in the Agreement,the most recently issued document takes precedence over previously issued forms of the same document.If an item is shown one place in the Drawings,but not another,or is called for in a schedule or the Specifications,but not shown on the Drawings,such discrepancy shall be promptly brought to the attention of the Owner and Architect. Notwithstanding the foregoing,however,Contractor shall be responsible for including such item unless expressly instructed,in writing,to the contrary by the Architect. Existing conditions take precedence over Drawings and Specifications for dimensions and shall be verified by Contractor. § 1.2.1.3 Referenced Standards. The following section is added to§ 1.2 Correlation and Intent of the Contract Documents the A201 as§ 1.2.1.3 Referenced Standards: §1.2.1.2 Referenced Standards. Any specific standard,such as a commercial standard,a federal specification,a trade association standard,or other similar standard,referenced in the Contract Documents shall be interpreted to be the latest revisions thereof and any amendment or supplement thereto in effect on the date of the Specifications,unless otherwise specified. In the contract documents. The standards referred to,except as modified in the Specifications,shall have full force and effect as though printed in the Specifications and are incorporated herein by referenced. Further,any material specified by reference to the same shall comply with the requirements in the latest revision thereof and any amendment or supplement thereto in effect on the date of the Specifications,except as limited to type,class,or grade or modified in such reference. § 1.7.1 CARD Data. The following section is added to A201 as§ 1.7.1 CADD Data: §1.7.1 CADD Data. Contractor and its Subcontractors may obtain the Architect's drawings in electronic format(hereinafter referred to as"CADD Data")from the Architect in connection with the design and construction of the Project for use as backgrounds only for submittals or drawings prepared by Contractor or its Subcontractors(hereinafter referred to as"Background Uses"). Provided that the Architect may be entitled to charge Contractor(or its Subcontractor requesting such CADD Data)a service fee for each sheet in the event that the Architect receives an excessive number of requests for such CADD Data(for a project of the size,scope and complexity of the Project). Any use or reuse of the CADD Data on this Project by the Contractor or by a Subcontractor who does not obtain a copy of the signed and sealed paper drawings shall be at the sole risk of that party,and Contractor and any Subcontractor using such CADD Data shall agree that the Architect and the Owner shall have no liability to such party for such use or reuse of the CADD Data(such CADD Data being furnished"AS IS"),and Contractor and any Subcontractor using such CADD Data release the Architect and the Owner from all damages,costs and expenses,including attorney's fees, arising from such use or reuse of the CADD Data.In the event of any inconsistency between the information in the signed and sealed paper drawings and the information in the CADD Data,the signed and sealed paper drawings shall prevail;and the Contractor and any Subcontractor using such CADD Data agree that Architect and the Owner shall not be responsible or liable to such party to the extent that information In the CADD Data is inconsistent with information in the signed and sealed paper drawings. Nothing,however,in this Section shall relieve the Architect from any responsibility or liability it may have arising under the Contract Documents or applicable law,for information contained in the signed and sealed paper drawings.The Architect,as a condition to providing CADD Data to Contractor or its Subcontractors, may require the party requesting such CADD Data to acknowledge and expressly agree to the terms and conditions set forth herein.. 2 Doc.04 3467105.v2 ARTICLE 2 OWNER § 2.2.2 Evidence of the Owner's Financial Arrangements. The Owner and the Contractor agree that A201§ 2.2 Evidence of the Owner's Financial Arrangements is deleted. §2.3.4 Owner's and Third Party's Records. A201§2.3.4 is deleted and replaced with the following: §2.3.4 Owner's and Third Party's Records. The Owner shall furnish information prepared by third parties for the Project to the extent requested by Contractor,including surveys describing physical characteristics, legal limitations and utility locations for the Site of the Project,and a legal description of the Site and the Owner deems necessary for the performance of the Contractor's services. Contractor shall verify in the field the accuracy of information provided by the Owner,and promptly notify the Owner,in writing,of any discrepancy or omission. The Owner makes no representations or warranties as to the accuracy of the information it obtains from third parties and provides to the Contractor pursuant to this Section 2.3 (Information and Services Required of the Owner). In addition,the Owner may provide the Contractor access to the Owner's records,which may contain information about the site and adjacent land and improvements that was not collected specifically for the Project. The Owner makes no representations as • to the relevance,accuracy or completeness of information available to the Contractor from the Owner's records. §2.4 Owner's Right to Stop the Work. A201§2.4 is deleted and replaced with the following: §2.4 Owner's Right to Stop the Work. If Contractor fails to correct Work that is not in accordance with the requirements of the Contract Documents as required by Section 12.2(Correction of Work);or fails to carry out the Work in accordance with the Contract Documents;or fails to perform the work in accordance with the Construction Schedule;or fails or refuses to provide a sufficient amount of properly supervised and coordinated labor,materials or equipment so as to be able to complete the Work within the Contract Time; or disregards the instructions of Architect or Owner when based upon the requirements of the Contract Documents,then the Owner may order Contractor to stop the Work,or any portion thereof,until the cause for such order has been eliminated;provided,however,the right of 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 Contractor or any other person or entity,and any delay resulting from such work stoppage shall not extend the Contract Time or Substantial Completion Date for any phase of the Work on the Project. §2.6 Rejection of Non-Conforming Work. The following provision is added to AIA A201 as § 2.6 Rejection of Non- Conforming Work. §2.6. Rejection of Non-Conforming Work. Owner has the authority to reject Work which does not conform to the Contract Documents. Whenever,in its reasonable opinion,Owner considers it necessary or advisable for implementation of the requirements of the Contract Documents(which, for the purposes of this Agreement,includes both the express requirements and those requirements which are reasonably inferable from the Contract Documents),Owner will have the authority to require special inspection or testing of the Work in accordance with Section 13.4.2(Additional Testing)whether or not such Work is then fabricated, installed or completed.However,neither the Owner's authority to act under this Section 2.6(Rejection of Non-Conforming Work),nor any decision made by the Owner,either to exercise or not to exercise such authority,shall give rise to any duty or responsibility of the Owner to the Contractor,any Subcontractor, Sub-subcontractors or supplier, any of their agents,representatives or employees,or any other person performing any of the Work. ARTICLE 3 CONTRACTOR §3.2 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR §3.2.1 Satisfaction as to Conditions and Limitations; Obligation to Notify Owner or Architect of Material Inaccuracies or Misleading Information. A201§ 3.2.1 is deleted and replaced with the following: 3 Doc.04 3467105.v2 §3.2.1 Satisfaction as to Conditions and Limitations;Obligation to Notify Owner or Architect of Material Inaccuracies or Misleading Information. Execution of the Contract by the Contractor is a representation that said Contract Documents are sufficient to have enabled the Contractor to determine the cost of the Work therein to enter into the Contract,and that the Contract Documents are sufficient to enable it to construct the Work outlined therein,and otherwise to fulfill all its obligations hereunder,including,but not limited to,Contractor's obligation to construct the Work for an amount not in excess of the Contract Sum on or before the Date(s)of Substantial Completion established in the Agreement.The Contractor and each Subcontractor of each tier shall evaluate and satisfy themselves as to the conditions and limitations under which the Work is to be performed,including,without limitation(1) the location,condition,layout and nature of the Project site and surrounding areas,(2)generally prevailing climatic conditions,(3)anticipated labor supply and costs,(4)availability and cost of materials,tools and equipment,(5)any applicable laws, statutes,ordinances,codes,rules and regulations,or lawful orders of public authorities relating to construction on the site and(6)other similar issues. In connection with the foregoing,and having carefully examined all Contract Documents,as aforesaid,and having visited the Site,the Contractor acknowledges and declares that it has no knowledge of any discrepancies,omissions,ambiguities,or conflicts in said Contract Documents and that if it becomes aware of any such discrepancies,omissions,ambiguities,or conflicts,it will promptly provide written notice or a request for information regarding same to the Architect and Owner. Further,Contractor recognizes the extra degree of care required under the site construction circumstances with respect to safety,protection of pedestrians,cleanliness of the site,health and other laws,and protection of existing utilities,adjacent streets and property. In arriving at the Contract Sum,Contractor has,as an experienced and prudent contractor,exercised its best judgment and expertise to include the impact of such circumstances upon the Contract Sum and the Contract Time. Owner assumes no responsibility or liability for the physical condition or safety of the Project site or any improvements located on the site.Contractor shall be solely responsible for providing a safe place for the performance of the Work.Owner shall not be required to make any adjustment in either the Contract Sum or Contract Time in connection with any failure by the Contractor or any Subcontractor of any tier to comply with the requirements of this Section. Neither any oral representation by or oral agreement with any officer,agent, or employee of Owner or Architect before execution of this Agreement shall affect or modify any of Contractor's rights or obligations hereunder.Contractor is not aware of any facts that make misleading or inaccurate in any material respect any information Owner or Architect has furnished to Contractor which would have a material,adverse effect on the Contract Time or Contract Sum,and if,during the course of the performance of the Work,Contractor learns of any such facts,it will so advise each of said parties. Contractor represents and warrants that the Contract Sum is just and reasonable compensation for all the Work,including risks,hazards and difficulties in connection there with. §3.2.2 Field Measurements. The following provision is added to the end of A201§3.2.2 Field Measurements: Owner does not warrant the accuracy of any grades,elevations,dimensions,or locations given on any drawings issued by the Architect,or work installed by other contractors,all of which the Contractor shall verify prior to executing the Work. Before ordering any materials or doing any Work,Contractor shall verify all measurements at the site and shall be responsible for the correctness of same. No extra charge or compensation will be allowed on account of any difference between actual dimensions and the measurements indicated on the Drawings. Any differences which may be found shall be submitted to Architect for consideration and instructions before ordering material or proceeding with the Work.Any errors due to the Contractor's failure to so verify all such grades,elevations,dimensions,or locations shall be promptly rectified by the Contractor at no additional cost to the Owner. If the Contractor performs any construction activity knowing it involves a recognized error,inconsistency or omission in the Contract Documents without giving advanced written notice to the Architect,the Contractor shall assume appropriate responsibility for such performance and shall bear an appropriate amount of the attributable costs for corrections. §3.2.5 Contractor Reimburses Owner. The following section is added to A201§ 3.2 Review of Contract Documents and Field Conditions by Contractor as§3.2.5 Contractor Reimburses Owner: §3.2.5 Contractor Reimburses Owner.The Owner is entitled to reimbursement from the Contractor for amounts to be paid to the Architect for evaluating and responding to the Contractor's requests for 4 Doc.04 3467105.v2 information that are not prepared in accordance with the Contract Documents or where the requested information is available to the Contractor from a careful study and comparison of the Contract Documents, field conditions,other Owner-provided information,Contractor-prepared coordination drawings,or prior Project correspondence or documentation. §3.2.6 Coordination of Contract Documents. The following section is added to A201 as § 3.2.6 Coordination of Contract Documents: §3.2.6 Coordination of Contract Documents.Because the Contract Documents are complementary,the Contractor shall carefully study and compare the various Contract Documents relative to each portion of the Work,as well as the information furnished by the Owner pursuant to Section 2.3.2.Drawings for one trade may include requirements or conditions that impact the work of other trades.The Contractorshall be responsible for the coordination of trades and ensuring that each Subcontractor and Sub-subcontractor is aware of all requirements and conditions that may impact their work,regardless of where in the Contract Documents such requirements and conditions are presented. §3.2.7 Coordination of Contract Documents. The following section is added to A201 as § 3.2.7 Coordination of Contract Documents: §3.2.7 Contract Documents Prepared by Third Party Contractors.The Drawings and Specifications are prepared by the Architect and/or engineers as third party contractors.Owner and Contractor agree that the Contract Documents may not be free from errors,inconsistencies,or omissions,and further agree that Owner makes no warranty as to the completeness or accuracy of the Contract Documents,either express or implied. Execution of the Contract by the Contractor is a representation that the Contractor has thoroughly reviewed and become familiar with the Contract Documents and that the Contractor is not aware of any errors, inconsistencies or omissions in the Contract Documents which would delay the Contractor in the performance of the Work.Contractor is not entitled to damages or an increase in the Contract Sum due to delays or disruptions to the Work. §3.2.8 Supplemental Design Information. The following section is added to A201 as § 3.2.8 Supplemental Design Information: §3.2.8 Supplemental Design Information.It is the intent of the Contract Documents to provide for complete installation of all portions of the Work.Except where Work,or a portion thereof,is specifically noted as being"N.I.C."(Not In Contract),it is understood that all items,materials and equipment are to be furnished and installed,complete,ready for operation or use.Where additional,or supplemental details or instructions are required to complete an item or items,the Contractor shall request such information.No Work shall be installed or fabricated which depends upon the furnishing of such information until such information is furnished.The furnishing of such data shall not be the grounds for a claim of extra Work by the Contractor.The Contractor will be deemed to have based his bid on a complete installation:where additional details or instructions are required to complete the Work,the Contractor is deemed to have made an allowance in his bid for the completion of such Work,consistent with adjoining or similar details and/or the best accepted practices of the trade. §3.3.2 Responsible for Employees,Subcontractors,Etc..The following provision is added to A201 §3.3 Supervision and Construction Procedures,at the end of§3.3.2 Responsible for Employees,Subcontractors,Etc.: It is understood and agreed that the relationship of Contractor to Owner shall be solely that of an independent contractor. Any direction or instruction by Owner in respect of the Work shall relate to the results Owner desires to obtain from the Work,and shall in no way affect Contractor's independent contractor status as described herein. The Contractor shall promptly advise the Owner and Architect(1)of any disputes with Subcontractors concerning the Contract,(2)of any assertion or demand by a Subcontractor that any payment amount is past due to such Subcontractor,and(3)that the Contractor is in default of any of its obligations to such Subcontractor. The Contractor,at any time upon the request of the Owner,shall immediately return and surrender to the Owner all copies of any materials,records,notices, 5 Doc.04 3467105.v2 memoranda,recordings,drawings,specifications,and mock-ups and any other documents furnished by the Owner or the Architect to the Contractor. § 33.4 Inspections / Testing. The following provision is added at the end of § 3.3 Supervision and Construction Procedures: §3.3.4 Inspections 1 Testing. If any of the Work is required to be field inspected or approved by any public authority,the Contractor shall request such field inspection or approval to be performed. In addition, Contractor is responsible for scheduling and coordinating all materials testing required by the Contract Document with Consultants,including those hired by Owner,to perform the testing/inspections to ensure that they are timely performed and do not delay Work. No inspection performed or failed to be performed by the Owner or its lender(including but not limited to inspections made as part of the review of Applications for Payment submitted by Contractor)shall be construed to effect a waiver of any of the Contractor's obligations or construed as approval or acceptance of the Work or any part of the Work. Testing and inspecting by others do not relieve Contractor of its supervision and quality control obligations and do not relieve Contractor of its obligation to deliver the Work in accordance with the Contract Documents.Contractor is responsible for any delays in the Work due to testing/inspection delays and for any additional testing or inspection costs due to improper coordination,scheduling,test failures,or inspection failures. §3.4.4 Prevailing Wage. The following section is added to A201§3.4 Labor and Materials as§ 3.4.4 Prevailing Wage: §3.4.4 Prevailing Wage Rates. The Contractor shall not pay less than the wage scale of the various classes of labor as shown on the Prevailing Wage Schedule provided in the Project Manual, Section 0073 43 (hereafter the"Prevailing Wage Schedule")by the Owner,,a copy of which is attached to this Contract as Exhibit D-Prevailing Wage Schedule.The specified wage rates are minimum rates only.The Owner is not bound to pay any claims for additional compensation made by any contractor because the Contractor pays wages in excess of the applicable minimum rate contained in the Contract.The"Prevailing Wage Schedule" is not a representation that qualified labor adequate to perform the Work is available locally at the prevailing wage rates. §3.4.4.1 Notification to Workers. The Contractor shall notify each worker,in writing,of the following as they commence work on the Contract:the worker's job classification,the established minimum wage rate requirement for that classification,as well as the worker's actual wage.The notice must be delivered to and signed in acknowledgement of receipt by the worker and must list both the wages and fringe benefits to be paid or furnished for each classification in which the worker is assigned duties.When requested by the Owner,the Contractor shall furnish evidence of compliance with the Texas Prevailing Wage Law. §3.4.4.2 Submittals to Owner. The Contractor shall submit a copy of each worker wage-rate notification to the Owner with the application for progress payment for the period during which the worker is first engaged in activities on behalf of the Project. In the event that a worker's classification and/or wage is changed during the course of the work,a new worker wage-rate notification will be prepared,signed by the worker,and provided to the Owner with next pay application §3.4.4.3 Prevailing Wage Schedule. The Prevailing Wage Schedule is provided in compliance with Tex. Gov't Code,Chapter 2258.Should the Contractor at any time become aware that a particular skill or trade not reflected on the Owner's Prevailing Wage Schedule will be or is being employed in the Work,whether by the Contractor or by a Subcontractor,the Contractor shall promptly inform the Owner of the proposed wage to be paid for the skill along with a justification for same.The Contractor is responsible for determining the most appropriate wage for a particular skill in relation to similar skills or trades identified on the Prevailing Wage Schedule. In no case shall any worker be paid less than the wage indicated for Laborers classification. §3.4.4.4 Penalty for Violation. The Contractor and any Subcontractor will pay to the College a penalty of $60 for each worker employed for each calendar day,or portion thereof,that the worker is paid less than the wage rates stipulated in the Prevailing Wage Schedule. 6 Doc.04 3467105.v2 §3.4.4.5 Complaints of Violations. .1 Owner's Determination of Good Cause.Upon receipt of information concerning a violation of Tex.Gov't Code,Chapter 2258,the Owner will,within 31 days,make an initial determination as to whether good cause exists that a violation occurred.The Owner will send documentation of the initial determination to the Contractor against whom the violation was alleged,and to the worker involved.Upon making a good-cause finding,the Owner will retain the full amounts claimed by the claimant or claimants as the difference between wages paid and wages due under the Prevailing Wage Schedule and any supplements thereto,together with the applicable penalties,such amounts being subtracted from successive progress payments pending a final decision on the violation. .2 Settlement Provided to Owner. If the Contractor or Subcontractor(as the case may be)and claimant worker reach an agreement concerning the claim,the Contractor shall promptly notify the Owner in a written document countersigned by the worker. .3 Arbitration Required. If the violation is not resolved within 14 days following initial determination by the Owner,the Contractor or the Subcontractor of any tier(as the case may be)and the claimant worker must participate in binding arbitration in accordance with the Texas General Arbitration Act,Tex.Civ.Prac.&Rem.Code,Chapter 171. If the Contractor or Subcontractor of any tier and the claimant worker do not agree on an arbitrator within 10 days,after the date arbitration is required,a district court may be petitioned by any of the parties to the arbitration to appoint an arbitrator whose decision will be binding on all parties. (See Tex. Gov't Code,§2258.053) .4 Arbitration Award.If an arbitrator assesses an award against the Contractor or the Subcontractor(as the case may be),the Contractor shall promptly furnish a copy of said award to the Owner.The Owner may use any retained amounts to pay the worker the amount as designated in the arbitration award. If the retained funds are insufficient to pay the worker in accordance with the arbitration award,the worker has a right of action against the Contractor,and/or the surety to receive the amount owed,plus attorneys' fees and court costs. The Owner has no duty to release any funds to either the claimant or the Contractor until it has received the notices of agreement or the arbitration award. .5 No Extension of Time.If the Owner's determination proves valid that good cause existed to believe a violation had occurred,the Contractor is not entitled to an extension of time for any delay arising directly or indirectly from the arbitration procedures set forth herein. §3.3.5 Quality. The following provision is added to AIA A201 as§ 3.3.5 Quality: §3.3.5 Quality.The Contractor is responsible for the quality of the project.The Contractor shall develop, and implement,a written Quality Control Plan that addresses the processes and procedures to be followed during prosecution of the project to ensure that work is completed correctly and meets the standard of care for contractors working on similar projects under similar circumstances.The Quality Control plan will address,at a minimum,overall approach to quality,procedures and outline for pre-activity meetings, method for documenting that work is complete per the contract documents,coordination of trades and proper sequencing of work,method for documenting non-conforming work,and methods for resolving non-conforming work.The Contractor shall have a Quality Control Manager on site at all times that work is underway.The Quality Control Manger shall be responsible for implementation of the Quality Control plan,shall have authority to stop work if non-conforming conditions are observed,and shall not have any responsibility related to production or maintaining schedule.The name and qualification of the Quality Control Manager shall be provided to the Owner prior to start of work,for approval,and the Quality Control Manager shall not be replaced without prior written notice to the Owner. 7 Doc.04 3467105.v2 §3.4 LABOR AND MATERIALS §3.4.1 Payment. The following provision is added to A201 §3.4 Labor and Materials,at the end of§ 3.4.1 Payment: Should the Contract Documents require Work to be performed outside of regular working hours or should the Contractor elect to perform Work outside of regular working hours,the additional cost of such Work shall be borne by the Contractor. For any Work performed outside of regular working hours that the Contractor would seek additional reimbursement,the Contractor shall obtain prior written approval from the Owner. § 3.4.2.1 Contractor Requests. The following section is added to A201§ 3.4 Labor and Materials as § 3.4.2.1 Contractor Requests: §3.4.2.1 Contractor Requests. After the Contract has been executed,the Owner and Architect will consider requests for the substitution of products in place of those specified in the Contract Documents. By making requests for substitutions,the Contractor: .1 Equal or Superior to Specified Product. Represents that it has personally investigated the proposed substitute product and determined that it is equal or superior in all respects to that specified; .2 Same Warranty. Represents that it will provide the same warranty for the substitutions it would have provided for the product specified; .3 Certification as to Cost. Certifies that the cost data presented is complete and includes all related costs for the substituted product and for Work that must be changed as a result of the substitution, except for the Architect's redesign costs,and waives all claims for additional costs related to the substitution that subsequently become apparent;and .4 Coordination. Shall coordinate the installation of the accepted substitute,making such changes as may be required for the Work to be complete in all respects. Proposals for substitutions shall be submitted to the Architect and Owner in sufficient time to avoid increases in the Contract Time and Contract Sum and to allow the Architect sufficient time to review such proposals,which in no event shall be less than 10 working days. No substitutions will be considered or allowed without the Contractor's submittal of complete substantiating data and information,including: (a)a full explanation of the proposed substitution and submittal of all supporting data, including technical information,catalog cuts,warranties,test results, installation instructions,operating procedures,and other like information necessary for a complete evaluation of the substitution;(b)a written explanation of the reasons the substitution is advantageous and necessary,including the benefits to the Owner and the Work in the event the substitution is acceptable;(c)the adjustment,if any,in the Contract Sum,in the event the substitution is acceptable;and(d)the adjustment,if any,in the Completion Date and the Construction Schedule in the event the substitution is acceptable. Substitutions and alternates may be rejected without explanation.Owner's acceptance of a substitution and Architect's approval of a substitution do not relieve the Contractor from the obligation to install products that conform to the Contract Document and to applicable laws,statutes,ordinances,building codes,rules and regulations. § 3.4.2.2 Reimbursement for Architect's Review Substitution Requests— Contractor Cost. The following section is added to A201§ 3.4 Labor and Materials as § 3.4.2.2 Reimbursement for Architect's Review Substitution Requests - Contractor Cost: §3.4.2.2 Reimbursement for Architect's Review Substitution Requests-Contractor Cost. Whether or not any proposed substitution is accepted by the Owner or the Architect,the Owner shall be entitled to reimbursement from the Contractor for amounts paid to the Architect for reviewing the Contractor's proposed substitutions and making agreed-upon changes in the Drawings and Specifications resulting from such substitutions. 8 Doc.04 3467105.x2 §3.5 WARRANTY §3.5.1 General Warranty. A201 §3.5.1 General Warranty is deleted and replaced with the following: §3.5.1 General Warranty.The following warranties are sometimes referred to herein as the"General Warranty". Contractor warrants to the Owner and Architect that materials and equipment furnished under the Contract will be of good quality,free of defects,and new unless the Contract Documents require or permit otherwise.The Contractor further warrants that the Work will be performed in a good and workmanlike manner and 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 will be considered defective. Other than acts or omissions by Contractor or any Subcontractor or any party under the authority or direction of either of them(whether directly or indirectly),the Contractor's General 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.The General Warranty provided above shall be in addition to and not in limitation of any other warranty or remedy required or implied by law or by the Contract Documents. This General Warranty is assignable. §3.5.3 Manufacturer's Warranties. The following section is added to A201 § 3.5 Warranty as § 3.5.3 Manufacturer's Warranties: §3.5.3 Manufacturer's Warranties. Contractor agrees to assign to the Owner at the time of final completion of the Work or termination of this Agreement,whichever is earlier,any and all manufacturer's, subcontractors of any tier'and suppliers' warranties relating to materials and labor used in the Work and further agrees to perform the Work in such manner so as to preserve any and all such manufacturer's warranties. Contractor retains the non-exclusive right to enforce directly any manufacturer's warranties. §3.5.4 Subcontractor Warranties. AIA A201 is amended to add to A201 § 3.5 Warranty as § 3.5.4 Subcontractor Warranties: §3.5.4 Subcontractor Warranties. The Contractor further agrees that each Subcontract shall contain a warranty in favor of the Owner of the work performed thereunder in the same form as stated in Section 3.5.1(General Warranty). Owner is a third-party beneficiary of each such warranty,which shall be enforceable directly by the Owner,if the Owner so elects. The warranty of any Subcontractor shall not relieve the Contractor of its General Warranty as set forth above and the Owner may look to the Contractor and any Subcontractor for warranty obligations. If requested by Owner,the Contractor agrees to deliver and assign to the Owner at the time of final completion of the Work or termination of this Agreement, whichever is earlier,any and all subcontractors' and suppliers' warranties relating to materials and labor used in the Work. Contractor retains the non-exclusive right to enforce said warranties. § 3.5.5 Use of Work by Contractor Prior to Substantial Completion. The following provision is added to A201 § 3.5 Warranty as§3.5.5 Use of Work by Contractor Prior to Substantial Completion: §3.5.5 Use of Work by Contractor Prior to Substantial Completion. If Contractor uses any portion of the Work,or Owner's other property,prior to the date of Substantial Completion of the entire Work,such items shall be restored to their condition existing immediately prior to such use,unless specified otherwise in the Contract Documents. Contractor's warranty and agreement to correct defective Work shall specifically include Contractor's obligations under this Section 3.5.5. § 3.5.6 Contractor's Continued Responsibility; Owner's Self Help. The following provision is added to A201 § 3.5 Warranty as§ 3.5.6 Contractor's Continued Responsibility;Owner's Self Help: 9 Doc.04 3467105.v2 §3.5.6 Contractor's Continued Responsibility;Owner's Self Help. Neither the final certificate of payment or payment of same shall relieve the Contractor or any Subcontractor of any tier of the responsibility of negligence or faulty materials and workmanship within the extent and period provided by law. Upon written notice from Owner, the Contractor and Subcontractors shall promptly remedy defects as covered by their warranties. If the Contractor and Subcontractors do not respond to Owner's written notice within 15 • days of receipt with a commitment to fully,properly,and completely perform all needed warranty and repair work,the Owner may take measures to correct work itself and the Contractor and Subcontractors will be obligated to reimburse all of Owner's costs and damages,including without limitation all investigative costs,design costs,testing costs,remedial costs,attorney's fees,expert costs,loss of use,and litigation costs and expenses. This provision shall survive the completion date of the Work,and the termination of the Contract. §3.6 Taxes. The following provision is added to the end of A201 § 3.6 Taxes: §3.6 Taxes. Contractor shall pay all sales,consumer,use and other similar taxes required by law.Owner is an exempt organization as defined by the Limited Sales and Excise Use Tax Act of Texas.Contractor may issue an exemption certification lieu of sales tax on the purchase,rental,or lease of all materials,supplies, equipment and other tangible personal property incorporated into the property being improved by virtue of this Contract,as well as all materials,supplies,equipment,and other tangible personal property used or consumed by Contractor in performing this Contract. Contractor may issue exemption certificates to its suppliers in lieu of said sales tax for all of said taxes for all of said materials and supplies.The uses of said materials and supplies for which an exemption from the sales tax is claimed and any such exemption certificates shall comply with the applicable rulings of the State Comptroller.Contractor shall take such action and execute such documents as may be necessary so that Owner may utilize its exemption from Texas Sales and Use Taxes for materials used in such Project. §3.7.2 Assumption of Responsibility under Circumstances. The following provision is added to the end of A201 § 3.7.2 Assumption of Responsibility under Circumstances: Without limiting the foregoing, in the event that Contractor deviates from the plans and specifications, except to the extent such deviation is expressly authorized by the Contract Documents and approved by the Owner and the Architect in writing,Contractor shall assume responsibility for such deviations and shall bear the costs of bringing such Work into compliance with applicable laws,statutes,ordinances,codes, rules and regulations,or lawful orders of public authorities and the Contract Documents. § 3.7.3 Governmental Compliance and Notices. The following provision is added to the end of A201 § 3.7.3 Governmental Compliance and Notices: The Contractor shall procure and obtain all bonds required of the Owner or the Contractor by the city or by any other public or private body with jurisdiction over the Project. In connection with such bonds,the Contactor shall prepare all applications,supply all necessary back-up material,and furnish the surety with any required personal undertakings. § 3.7.4 Concealed or Unknown Conditions. The following provision is added to the end of A201 § 3.7.4 Concealed or Unknown Conditions: No adjustment in the Contract Time or Contract Sum shall be permitted in connection with a concealed or unknown condition that does not differ materially from those conditions that are disclosed in any prior investigative report or that are disclosed or that reasonably should have been disclosed by the Contractor's prior inspections,tests,document reviews,and preconstruction services for the Project,or inspections, tests,reviews,and preconstruction services that the Contractor reasonably should have performed in connection with the Project. 10 Doc.04 3467105.v2 §3.9.4 Replacement of Superintendent. The following provision is added to Article of the A201 §3.9 Superintendent as § 3.9.4 Replacement of Superintendent: §3.9.4 Replacement of Superintendent. Owner shall have the right,upon notice and reasonable cause,to demand that the Superintendent or other key project personnel retained by the Contractor be replaced by the Contractor. In the event of such demand,the Contractor shall,within seven days after written notification thereof,replace said individuals with an individual satisfactory to Owner,in Owner's reasonable discretion. §3.10 CONTRACTOR'S CONSTRUCTION AND SUBMITTAL SCHEDULES §3.10.1 Construction Schedule. A201§ 3.10.1 is deleted and replaced with the following § 3.10.1 and§3.10.1.1: §3.10.1 Construction Schedule. Attached hereto as an Exhibit is an approved baseline schedule for performance of the Work(the"Construction Schedule"),which shall be provided to Owner in native electronic format upon execution of the Agreement by Contractor. The Construction Schedule shall use the critical path method and the critical path shall be delineated. The Construction Schedule shall set forth the dates of Substantial Completion and Final Completion for the entirety of the Work and for each phase of the Work in accordance with a"Turnover Schedule", if any,attached hereto as an Exhibit to this Contract or otherwise agreed to in writing by the Owner and Contractor. Contractor is solely responsible for preparation of the Construction Schedule and any working revisions or updates thereto,including the accuracy and completeness of each.The Construction Schedule shall be coordinated by Contractor with the submittal schedule and the written draw schedule prepared by Contractor for the submittal of Applications for Payment. The Construction Schedule will indicate the dates for the start and completion of the various activities and stages of the Work and will be revised and updated at least monthly in a"Working Update Schedule"as required by the progress and conditions of the Work. Each month during the performance of the Work,the Contractor will provide the Owner with a written Working Update Schedule comparing actual progress of the Work with the Construction Schedule and will inform the Owner in writing of any deviations from the Construction Schedule or the critical path,or both if the case. All modifications reflected in the Working Update Schedules,including changes in activities,ties,or logic,shall be identified in writing to the Owner monthly with delivery of the Working Update Schedule. Contractor shall separately save each electronic version of the Working Update Schedule in native format,and shall provide all native electronic schedules for each version of the Working Update Schedule to the Owner upon request. Notwithstanding anything to the contrary in this Agreement,updates,revisions,and changes to the Working Update Schedule do not change or modify the Contract Time,the Substantial Completion Date for the Project or any phase,the Final Completion Date for the Project or any phase,or the Construction Schedule attached hereto as an Exhibit,unless such is included in a duly executed Change Order. §3.10.1.1 Construction Schedule Planning. Contractor represents that Contractor has consulted,or will consult with all necessary public,governmental and private entities,and all necessary utilities prior to the preparation of the Construction Schedule and performance of the Work in order to plan for and coordinate necessary lead times for the various stages of the Work to be substantially completed on or before the dates for Substantial Completion for each phase.Owner hereby advises Contractor that long lead times may be required by such entities.Contractor shall at all times have control of the means,methods,coordination, and sequencing of the Work and shall properly incorporate such into the Construction Schedule.Contractor shall coordinate the Construction Schedule with the submittal schedule and the Architect so as to have ample lead times in the submittal schedule to allow multiple revisions and reviews of submittals and to allow the Architect sufficient time to review submittals. Contractor shall be responsible for coordinating the portions of the Work of all Subcontractors,Sub-subcontractors and trades so that the Work as a whole shall conform to the Construction Schedule and the Substantial Completion Dates and so that the Work shall be completed efficiently and expeditiously according to the Contract Documents. Contractor shall not be entitled to an extension of the Contract Time to the extent any delays result from Contractor's failure to properly prepare or plan the Construction Schedule. 1I Doc.04 3467105.v2 §3.10.2 Submittal Schedule Submission. The following provision is added at the end of A201§ 3.10.2 Submittal Schedule Submission: No claim for extension of time shall be made or entertained on the basis of submittals not conforming to the requirements of the Contract Documents. §3.10.3 Performance in Accordance with Schedule. A201§ 3.10.3 is deleted and replaced with the following: §3.10.3 Performance in Accordance with Schedule. The Contractor shall perform the Work in compliance with the Construction Schedule and the approved submittal schedule. §3.10.4 Being Off Schedule. The following provision is added to A201 as§ 3.10.4 Being Off Schedule: § 3.10.4 Being Off Schedule. Failure of the Work to proceed in the sequence scheduled 8y Contractor shall not alone serve as the basis for a Claim for additional compensation or time. In the event there is interference with the Work which is beyond its control, Contractor shall attempt to reschedule the Work in a manner that will hold resulting additional time and costs to a minimum. In the event Owner determines that the performance of the Work has not progressed or has not reached the level of completion required by the Contract Documents, Owner shall have the right to order the Contractor to take corrective measures necessary to expedite the progress of the construction including without limitation, additional overtime, additional manpower, equipment and facilities,and other similar measures all at Contractor's sole cost and expense. §3.11 Documents and Samples at the Site. The following provision is added at the end of§ 3.11 Documents and Samples at the Site: The maintenance of Project Record Documents will be a condition precedent to the granting of progress payments to the Contractor. §3.11.1 Review or Receipt of Records by Owner or Architect Not a Waiver of Contractor's Responsibility. The following section is added to A201§ 3.11 Documents and Samples at the Site as § 3.11.1 Review or Receipt of Records by Owner or Architect Not a Waiver of Contractor's Responsibility: §3.11.1 Review or Receipt of Records by Owner or Architect Not a Waiver of Contractor's Responsibility. No review or receipt of such records by the Architect or the Owner shall be considered a waiver of any deviation from the Contract Documents or approved shop drawings,or any way relieve the Contractor from its responsibility to perform the Work in accordance with the Contract Documents. §3.12.4 Informational Submittals. The following provision is added at the end of A201§3.12.4 Informational Submittals: Submittals shall be prepared and submitted in strict accordance with the submittal schedule and the Contract Documents,and the Contractor shall be responsible for costs and delays to the Project and Owner resulting from Contractor's failure to do so. If the Contractor is installing materials as required by the Contract Documents,a submittal shall not be required. However,the Contractor must keep detailed records of what is installed and not submitted for approval,and shall assume full responsibility to correct any issue that may arise if the materials are not installed in accordance with the Contract Documents. Shop. Drawings for architectural,structural,mechanical and electrical work shall be submitted for approval to the Architect and Owner. Contractor shall send one copy to the Owner's Representative. Unless in an alternative format approved by the Owner and the Architect in advance,each such submittal to the Architect shall consist of: .1 one electronic copy of all required submittals; .2 samples if applicable;and 12 x.04 3467105.v2 .3 if requested by Owner,submittals in hard copies, including,without limitation,sepia transparencies and prints for architectural work,structural work and mechanical and electrical work;and copies of all manufacturer's cuts(data sheets,schedules,and specific technical information). When corrections are necessary,the electronic copy with corrections noted will be returned to the Contractor for its records. The Contractor shall then submit a corrected copy and required number of prints,repeating the process until the drawings are complete and correct to the satisfaction of the Architect and the Owner's Representative. The approved submittal then will be returned to the Contractor,who will have prints made from the approved submittal. Each submittal of Shop Drawings shall be accompanied by a letter of transmittal listing the Shop Drawings submitted. The Contractor shall furnish and distribute all required copies for the use of the various trades at the Jobsite. §3.12.5 Confirmation by Contractor.The following provision is added to A201 § 3.12 Shop Drawings, Product Data and Samples,at the end of§3.12.5 Confirmation by Contractor: Submittals transmitted to the Architect without indication of the Contractor's review and approval will be returned to the Contractor without review for resubmittal and shall be considered as an incomplete submittal. §3.12.10 Professional Services. The following provision is added at the end of A201§ 3.12.10 Professional Services: If professional design services or certifications by a design professional related to systems,materials or equipment are specifically required of the Contractor by the Contract Documents,the Contractor shall cause such services or certifications to be provided by a properly licensed design professional,licensed to practice in the State of Texas,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 and Owner.The Owner and the Architect shall be entitled to rely upon the adequacy,accuracy and completeness of the services,certifications and approvals performed or provided by such design professionals. Pursuant to this Section 3.12.10(Professional Services),the Architect will review, approve or take other appropriate action on submittals only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. The Contractor shall not be responsible for the adequacy of the performance and design criteria specified in the Contract Documents. The Contractor shall cause its licensed design professional to review the performance and design criteria and to report in writing to the Architect and Owner any errors or omissions discovered or which should be discovered upon a reasonable review. §3.12.11 Contractor Provided 0& M Binders. The following provision is added at the end of A201§ 3.12.11 Contractor Provided 0&M Binders: §3.12.11 Contractor Provided 0&M Binders.The Contractor shall assemble for approval by Owner three copies in loose leaf binders of all operating and maintenance data for all equipment installed as a part of the Work,which binders must be delivered to Owner on or before Substantial Completion of the Work. The Contractor shall assemble for the approval by the Architect and Owner all operating and maintenance data from all manufacturers whose equipment is installed in the Work,and shall submit such information to the Owner in an electronic or other form satisfactory to the Owner as a precondition to final payment. The Contractor shall also prepare a checklist or schedule showing the type of lubricant to be used at each point of application,and the intervals between lubrication for each item of equipment. Such lists or schedules shall be typewritten or printed and bound in folios with each page or chart protected by a transparent plastic envelope or cover. 13 Doc.04 3467105.v2 §3.13 Use of Site. The following provision is added to A201 at the end of§3.13 Use of Site: The Contractor acknowledges and agrees that during the prosecution of the Work,Owner may occupy areas of the buildings. The Contractor shall perform and coordinate its Work in such a manner that the portions of the buildings occupied and in use by the Owner or its tenants will not be encumbered and their use will not be interfered with or interrupted.Contractor will coordinate the prosecution of the Work in a manner that maintains harmonious labor relations and in a manner that does not interfere with or delay Owner's other contractors or Owner's tenants.The Contractor will cause its Subcontractors and material suppliers to,comply with rules and regulations established by Owner or Owner's Representative for the prosecution of work within the buildings in order to maintain a harmonious working environment with others and to minimize disruption with Owner's tenants. The Contractor shall keep areas outside the construction limit free from all construction debris,building materials and equipment likely to cause hazardous conditions. Smoking is prohibited on all properties owned by the Owner. Only materials and equipment that are to be used directly in the Work shall be brought and stored on the Project site.After equipment is no longer required for the Work,it shall be promptly removed from the Project site. Protection of construction materials and equipment stored at the Project site from weather,theft,damage, and all other adversity is solely the responsibility of the Contractor.The Contractor shall provide a secure site so as to limit Project site damage from vandalism,theft, injury,and other occurrences. §3.13.1 Contractor's Responsibility for Safety and Compliance with Laws and Regulations. The following provision is added to A201 § 3.13 Use of Site as § 3.13.1 Contractor's Responsibility for Safety and Compliance with Laws and Regulations. §3.13.1 Contractor's Responsibility for Safety and Compliance with Laws and Regulations. The Contractor acknowledges,that as between Owner and Contractor,the Owner shall have no responsibility for safety at the Project Site,and that the Owner shall not be responsible or liable for Contractor's compliance with applicable laws and regulations(including OSHA rules)relating to the safety of employees,persons or property of Contractor and Subcontractors of all tiers,at the Project Site or adjacent properties,and the Contractor will require that this responsibility be discharged by the Contractor,Subcontractors,and Sub- subcontractors performing the Work. §3.15 CLEANING UP §3.15.1 Contractor's Obligations. The following provision is added at the end of A201 § 3.15.1 Contractor's Obligations: The Contractor shall clean up daily after its operation by removing rubbish,including old and surplus materials. The Contractor shall be responsible for the overall cleanliness and neatness of the Work. §3.15.3 Broken Glass; Other Cleanup Items. The following section is added to A201§ 3.15 Cleanup as § 3.15.3 Broken Glass;Other Cleanup Items: §3.15.3 Broken Glass;Other Cleanup Items. The Contractor shall be responsible for damaged or broken glass,and at completion of the Work shall replace such damaged or broken glass.The Contractor shall perform the following final cleaning at completion of the Work: .1 Remove Temporary Protections. Remove all temporary protections; .2 Clean Surfaces. Remove marks,stains,fingerprints and other soil or dirt from all surfaces and other Work; .3 Spots. Remove spots,mortar,plaster,soil and paint from ceramic tile,marble,and other finish materials not intended to be present as a surface finish; .4 Fixtures,Cabinetwork and Equipment. Clean fixtures,cabinetwork and equipment,removing stains,paint,dirt,and dust and leave in an undamaged and new condition;and 14 Doe.04 3467105.x2 .5 Manufacturer's Recommendations. Clean all surfaces and other Work in accordance with recommendations of the manufacturer. §3.18 INDEMNIFICATION §3.18.1 INDEMNIFIED MATTERS. A201§ 3.18.1 is deleted and replaced with the following: §3.18.1 INDEMNIFIED MATTERS. To THE FULLEST EXTENT PERMITTED BY LAW CONTRACTOR AGREES TO INDEMNIFY,DEFEND AND HOLD HARMLESS OWNER,the ARCHITECT,OWNER'S ENGINEERS,THEIR RESPECTIVE AGENTS,TRUSTEES,REGENTS,EMPLOYEES,SUCCESSORS,AFFILIATES AND ASSIGNS("OWNER PARTIES")FROM AND AGAINST ALL CLAIMS,DAMAGES,LOSSES,FINES,PENALTIES AND EXPENSES,AND ATTORNEYS'FEES(THE"INDEMNIFIED MATTERS")AS TO: .1 BODILY INJURY,SICKNESS,DISEASE OR DEATH OF ANY EMPLOYEE OF CONTRACTOR,ITS AGENTS,OR ITS SUBCONTRACTORS OF ANY TIER(SUCH PERSON INCLUDING CONTRACTOR ARE"CONTRACTOR-RELATED PERSONS"),REGARDLESS OF WHETHER SUCH CLAIM, DAMAGE,LOSS,FINE,PENALTY OR EXPENSE IS CAUSED IN WHOLE OR IN PART,BY NEGLIGENT ACTS OR OMISSIONS OF AN OWNER-RELATED PERSON;IT BEING THE EXPRESSED INTENT OF OWNER AND CONTRACTOR THAT IN SUCH EVENT CONTRACTOR IS TO INDEMNIFY,DEFEND AND HOLD HARMLESS THE OWNER-RELATED PERSONS FROM THE CONSEQUENCES OF OWNER-RELATED PERSON(S)OWN NEGLIGENCE,EVEN THOUGH THE NEGLIGENT ACT OR OMISSION OF THE OWNER-RELATED PERSON IS OR IS ALLEGED TO BE THE SOLE,CONTRIBUTING OR CONCURRING CAUSE OF THE BODILY INJURY,SICKNESS, DISEASE OR DEATH OF THE EMPLOYEE;AND .2 BODILY INJURY,SICKNESS,DISEASE OR DEATH OF ANY PERSON(OTHER THAN OF EMPLOYEES OF CONTRACTOR-RELATED PERSONS),OR LOSS,DAMAGE OR DESTRUCTION OF TANGIBLE PROPERTY,INCLUDING LOSS OF USE RESULTING THEREFROM,BUT ONLY TO THE EXTENT CAUSED IN WHOLE OR IN PART,BY NEGLIGENT ACTS OR OMISSIONS OF A CONTRACTOR-RELATED PERSON, BUT NOT TO THE EXTENT CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OF AN OWNER-RELATED PERSON. THIS INDEMNITY SURVIVES TERMINATION OF THE AGREEMENT OR COMPLETION OF THE WORK. §3.18.3 Enforcement Costs. The following section is added to A201 § 3.18 Indemnification as § 3.18.3 Enforcement Costs: §3.18.3 ENFORCEMENT COSTS. EXPENSES RECOVERABLE BY THE OWNER-RELATED PERSONS AS PART OF THE CONTRACTOR'S INDEMNITY OBLIGATIONS UNDER THIS SECTION 3.18(INDEMNIFICATION)SHALL INCLUDE, WITHOUT LIMITATION,ALL ATTORNEYS'FEES AND ANY COSTS INCURRED BY SUCH OWNER-RELATED PERSONS IN ENFORCING THE PROVISIONS OF THE CONTRACTOR'S INDEMNITY OBLIGATIONS. §3.18.4 Proceedings. The following section is added to A201§3.18 Indemnification as§ 3.18.4 Proceedings: §3.18.4 PROCEEDINGS. THE CONTRACTOR SHALL PROMPTLY ADVISE OWNER IN WRITING OF ANY ACTION, ADMINISTRATIVE OR LEGAL PROCEEDING OR INVESTIGATION AS TO WHICH THIS INDEMNIFICATION MAY APPLY,AND CONTRACTOR,AT CONTRACTOR'S EXPENSE,SHALL ASSUME ON BEHALF OF THE OWNER- RELATED PERSONS AND CONDUCT WITH DUE DILIGENCE AND IN GOOD FAITH THE DEFENSE THEREOF WITH COUNSEL SATISFACTORY TO OWNER;PROVIDED,HOWEVER,THAT OWNER AND THE OTHER OWNER-RELATED PERSONS SHALL EACH HAVE THE RIGHT,AT THEIR OPTION,TO BE REPRESENTED THEREIN BY LEGAL COUNSEL OF THEIR OWN SELECTION AND AT THEIR OWN EXPENSE.IN THE EVENT OF FAILURE BY THE CONTRACTOR TO FULLY PERFORM IN ACCORDANCE WITH THIS INDEMNIFICATION PARAGRAPH,THE OWNER-RELATED PERSONS,AT THEIR OPTION,AND WITHOUT RELIEVING CONTRACTOR OF ITS OBLIGATIONS HEREUNDER,MAY SO PERFORM,BUT ALL COSTS AND EXPENSES SO INCURRED BY THE OWNER-RELATED PERSONS IN THAT EVENT SHALL BE REIMBURSED BY CONTRACTOR TO SUCH OWNER-RELATED PERSONS,TOGETHER WITH INTEREST ON THE SAME FROM THE DATE ANY SUCH EXPENSE WAS PAID BY SUCH OWNER-RELATED PERSONS 15 Doc.04 3467I05.VL UNTIL REIMBURSED BY CONTRACTOR,AT THE RATE OF INTEREST PROVIDED TO BE PAID AN JUDGMENTS UNDER THE LAWS OF THE STATE OF TEXAS. §3.18.5 Chapter 151 Texas Insurance Code. The following section is added to A201§ 3.18 Indemnification as § 3.18.5 Chapter 151 Texas Insurance Code: §3.18.5 CHAPTER 151 TEXAS INSURANCE CODE. IT IS THE INTENT OF THE PARTIES TO THIS CONTRACT NOT TO VIOLATE THE PROVISIONS OF CHAPTER 151 OF THE TEXAS INSURANCE CODE. IN THE EVENT THAT ANY PROVISION OF THIS CONTRACT VIOLATES THE PROVISIONS OF CHAPTER 151 OF THE TEXAS INSURANCE CODE,THIS CONTRACT SHALL BE REVISED TO LIMIT THIS CONTRACT TO COMPLY WITH CHAPTER 151 OF THE TEXAS INSURANCE CODE. §3.18.6 Survival. The following section is added to A201§3.18 Indemnification as§ 3.18.6 Survival: §3.18.6 SURVIVAL. THE INDEMNITIES IN THIS SURVIVE COMPLETION OF THE WORK. THE PROVISIONS CONTAINED SECTION 3.18 SHALL SURVIVE THE EXPIRATION OR EARLIER TERMINATION OF THIS AGREEMENT,THE FINAL COMPLETION OF THE WORK,AND ANY OTHER SERVICES TO BE PROVIDED PURSUANT TO THE CONTRACT DOCUMENTS. §3.18.7 Indemnification of Architect Limited. The following section is added to A201§ 3.18 Indemnification as§ 3.18.67 Indemnification of Architect Limited: §3.18.7 INDEMNIFICATION OF ARCHITECT LIMITED.THE OBLIGATIONS OF THE CONTRACTOR UNDER THIS SECTION 3.18 SHALL NOT EXTEND TO THE LIABILITY OF THE ARCHITECT,THE ARCHITECT'S CONSULTANTS,AND AGENTS AND EMPLOYEES OF ANY OF THEM ARISING OUT OF(I)THE PREPARATION OR APPROVAL OF MAPS,DRAWINGS,OPINIONS,REPORTS,SURVEYS,CHANGE ORDERS,CONSTRUCTION CHANGE DIRECTIVES,DESIGNS OR SPECIFICATIONS,OR(2)THE GIVING OF OR THE FAILURE TO GIVE DIRECTIONS OR INSTRUCTIONS BY THE ARCHITECT,THE ARCHITECT'S CONSULT ANTS,AND AGENTS AND EMPLOYEES OF ANY OF THEM PROVIDED SUCH GIVING OR FAILURE TO GIVE IS THE PRIMARY CAUSE OF THE INJURY OR DAMAGE. §3.19 Site Discipline. The following sections are added to A201 Article 3 as§3.19 through§3.19.1.8. §3.19 Site Discipline. Contractor shall employ,and require all Subcontractors of all tiers and material suppliers to employ,only skilled workers properly qualified by experience and ability to perform the tasks assigned to them. Contractor shall at all times be responsible for strict discipline and good order among its employees,craft labor,agents and representatives of its Subcontractors and material suppliers while performing Work and all other persons performing any Work. Contractor shall remove and shall not re- assign to the Work any person who is disorderly, insubordinate,unsafe,unskilled incompetent or otherwise unfit for tasks assigned to them. §3.19.1 Rules for Subcontractors and Suppliers. At all times during performance of the Work on the Project,including during any partial use or occupancy by Owner or Others,Contractor shall,and shall cause all Subcontractors and material suppliers to,abide by each and all of the following requirements: .1 Access to the site by construction personnel shall be arranged with Owner prior to commencement of Work. Access to restricted and limited access areas required by Work shall be coordinated with Owner. .2 Owner's toilet facilities and the Project's permanent toilet facilities are not to be used by construction personnel. .3 Construction personnel are not permitted to eat or smoke where materials are in place nor use tables and chairs or other furniture that are part of the Project. Contractor will designate appropriate places for eating that are acceptable to Owner. .4 Quiet and courteous conduct towards Owner's employees,residents,and guests is mandatory. 16 Doc.04 3467I05.v2 .5 They shall use all best efforts to insure that Contractor's and all Subcontractor's activities do not interfere with any Project and Site systems(i.e.,electric,elevator,plumbing, HVAC,etc.) necessary to maintain ongoing operations of the Project and Site. .6 Power outages,mechanical shutdown and so forth shall be avoided and when necessary shall be carefully coordinated with Owner. Contractor will provide Owner with five full business days,advance notice of any planned shutdowns of any basic Project or Site systems,and will obtain Owner's written approval prior to commencing any such shutdown. .7 All life safety systems requiring shut-down or tie-ins,in accordance with the above Section 3.19.1.6,shall be shall be avoided and when necessary shall be coordinated with Owner and shall be performed at such a time to minimize any effect of the safety,health and welfare of the building's occupants. At the conclusion of each work-day,all operable life safety systems shall be energized and operative. .8 Contractor shall be responsible to Owner for acts and omissions of Contractor's employees and agents,Subcontractors of all tiers and material suppliers and their respective agents and employees,and other persons performing portions of the Work under a contract or arrangement with or under the direction of Contractor or with or under the direction of any Subcontractor or material supplier. Except to the extent expressly provided otherwise in this Agreement,Contractor shall not be relieved of its obligation to perform the Work in accordance with the Contract Documents by tests,inspections,or approvals required or performed by persons other than Contractor. Contractor shall require and ensure that each Subcontractor and material supplier of all tiers complies with all applicable requirements set forth in the Contract Documents for Contractor. Except to the extent the Contract Documents expressly provide otherwise,if any dispute arises between Owner,on the one hand,and Contractor,on the other hand,unless Owner directs otherwise,Contractor shall proceed with the performance of its obligations under the Contract. § 3.20 Delivery of Documents. The following section is added to A201 Article 3 Contractor as § 3.20 Delivery of Documents: §3.20 Delivery Of Documents. Contractor shall furnish Owner with such documents,instruments and certificates as may reasonably be required by Owner or Architect with respect to the construction of the Project and the payment of the costs thereof. Without limiting the generality of the foregoing,Contractor shall furnish Owner with the following: .1 a breakdown of the cost of each category of the Work included in the construction of the Project certified by Contractor to be true and complete in the form of a cost certificate; .2 a disbursement schedule in form and content acceptable to Owner setting forth the dates on which Contractor expects to request payment and specifying the portions of the Work, materials and other costs to be covered by such requests for payment("Disbursement Schedule"); .3 the site development and construction drawings approved by all applicable governmental authorities(bearing stamps or other evidence of such government authorities' approval) issued to Contractor; .4 for each trade or division of the Work,under the direction of the Contractor,a complete and accurate record of all changes or deviations from the Contract Documents. The Contractor shall prepare or cause to be prepared legible and neat freehand drawings certifying the as-built conditions of the entire Work and specifically defining the variations, if any,from requirements of the Contract Documents(referred to herein as the "Contractor's Redline As-Built"). All such changes shall be neatly and correctly shown on the drawings affected,or in the specifications,with appropriate supplementary notes. 17 Doc.04 3467105.x2 The record set of prints of Drawings,Shop Drawings and Specifications shall be kept at the site for inspection of Architect and Owner. The Contractor's Redline As-Builts,along with such other Drawings,Shop Drawings and Specifications kept by the Contractor at the site,shall be delivered to Owner in good condition at or before final completion; .5 certificates that the Work has,to date,been constructed in accordance with the Contract Documents;and .6 a temporary and/or final certificate of occupancy issued by the city of Corpus Christi. §3.21 Inspections. The following section is added to A201 Article 3 Contractor as§ 3.21 Inspections: §3.21 Inspections.Contractor shall use diligent efforts to cause all necessary governmental inspections and approvals of the Work to be performed on a timely basis. No inspection performed or failed to be performed by Owner shall constitute a waiver of any of Contractor's obligations hereunder or be construed as an approval or acceptance of the Work or any part thereof. §3.22 Safety. The following section is added to A201 Article 3 Contractor as§3.22 Safety: §3.22 Safety. Contractor shall take reasonable precautions to prevent damage, injury or loss to(1)all persons involved with the Work and other persons who may be affected by the Work,(2)all the Work and all materials and equipment to be incorporated therein,including those in storage on or off site under the care,custody or control of Contractor or any Subcontractor,Sub-subcontractor or supplier,and(3)the Owner's personal and real property and other property at the Work site or adjacent thereto,including without limitation,fixtures,carpets and other related items. Contractor shall at all times take such precautions as may be necessary to shore,brace,secure and protect the Work. Contractor shall further post necessary danger signs and other warnings against hazards,promulgate and enforce safety codes and rules. Contractor shall particularly be responsible for compliance with all applicable state and federal safety laws, ordinances,rules,regulations and lawful orders of all governmental authorities and other persons or entities having jurisdiction which pertain to the Work. § 3.23 Construction Means And Methods. The following section is added to A201 Article 3 Contractor as § 3.23 Construction Means and Methods: §3.23 Construction Means And Methods.Where the Contract Documents refer to particular construction means,methods,techniques,sequences or procedures or indicate or imply that such are to be used on the Work,such mention is intended only to indicate that the operations of the Contractor shall be such as to produce the quality of work implied by the operations described,but that the actual determination of whether the described operations may be safely or suitably employed on the Work shall be the responsibility of the Contractor,who shall notify the Owner in writing of the actual means, methods, techniques,sequences or procedures which will be employed on the Work,if these differ from those mentioned in the Contract Documents. All loss, damage or liability,or cost of correcting defective work arising from the employment of any construction means,methods,techniques,sequences or procedures shall be borne by the Contractor without increase in the Contract Sum,notwithstanding that such construction means,methods,techniques,sequences or procedures are referred to, indicated or implied by the Contract Documents. §3.24 Materials. The following section is added to A201 Article 3 Contractor as§ 3.24 Materials: §3.24 Materials. Any material specified by reference to the number,symbol or title of a specific standard such as that of the American Society for Testing Materials("ASTM"),a product or commercial standard, federal specification or other similar standards,shall comply with the requirements of the dated revisions stated in the Specifications,or where the Specifications contain no revision date,shall comply with the requirements of the latest revisions thereof and any supplement or amendment thereto,in effect on the date of Owner's receipt of this Agreement.The standards referred to,except as specifically modified in the Specifications,shall have the same force as if they were printed verbatim within the Specifications. 18 Doc.04 3467105.v2 §3.25 Manufacturer's Instructions. The following section is added to A201 Article 3 Contractor as§3.25 Manufacturer's Instructions: §3.25 Manufacturer's Instructions. Where it is required in the Specifications that materials,products, processes,equipment or the like be installed or applied in accord with manufacturer's instructions, directions or specifications or words to this effect,it shall be construed to mean that said application or installation shall be in strict accord with current printed instructions furnished by the manufacturer of the material concerned for use under conditions similar to those at the site. §3.26 Reports. The following section is added to A201 Article 3 Contractor as§3.26 Reports: §3.26 Reports §3.26.1 Daily Force and Activity Reports. The Contractor shall on each business day prepare a report(the "Daily Force and Activity Report")on a form approved by the Owner's Representative describing the forces present on the Jobsite during such day and their respective activities. Each Daily Force and Activity Report shall be available to the Owner's Representative at the Jobsite by 9:00 A.M.on the next succeeding business day. §3.26.2 Weekly Progress Meetings. The Contractor shall hold weekly progress meetings with the Owner and the Owner's Representative(as applicable)at the Jobsite,or at such other time and frequency as is acceptable to the Owner's Representative. At each such meeting,progress of the Work shall be reported in detail with reference to the Project Schedule. Each Subcontractor whose work is to be reported on or may be affected by the work of others shall be required to send to such meetings a competent representative to report the condition of such Subcontractor's work and to receive information and instructions. §3.26.3 Materials Status Report. Within thirty days after the date of the Owner/Contractor Agreement,the Contractor shall prepare a report(the"Materials Status Report")which includes a preliminary list of suppliers,items to be purchased from the suppliers or fabricators,time required for fabrication and the scheduled delivery dates for each item. As soon as available,copies of purchase orders shall be furnished to the Owner. §3.26.4 Monthly Schedule Summary Report.The Contractor shall prepare a monthly schedule summary report in a form and of sufficient detail and character as approved by the Owner.The report at a minimum shall specify whether the Project is on schedule,and if not,the reasons there for and the terms of the new schedule,all in comparative form.The Contractor shall hold bi-weekly progress meetings at the site(with Owner and the Architect)or at such other time,place,and frequency as are reasonably acceptable to Owner.Progress of the Work shall be reported in detail with reference to construction schedules.When it appears to Owner or Contractor that a contract milestone or completion date cannot be met for reasons not the fault of the Contractor(see Section 8.3 Delays and Extensions of Time below),Contractor will develop with Owner and Architect a plan and a budget under the Change Order provision of the Contract Documents to meet such a situation either(at Owner's option)by accelerating the Work to overcome the delays,or suspending or otherwise slowing the Work to efficiently take advantage of any relaxation in Owner's need for the completed Work. §3.26.5 Monthly Status Reports. The Contractor shall perform the Work in general accordance with the most recent schedules submitted to and approved by the Owner and Architect.On or before the first day of each calendar month,the Contractor shall provide a written monthly report to each of the Owner and the Architect on the progress of the entire Work(the"Monthly Status Report"),which includes the following: .1 A narrative noting major activities(both those in progress and those completed)during the preceding month,as well as those activities planned for the following month,and an outline of problems and issues that affect the issues that affect the progress,quality or cost of the Project; 19 Doc.04 3467105.v2 .2 The current project schedule,a statement by the Contractor's project manager as to the progress of the Work in accordance with such Project Schedule(including information concerning the work of each of the Subcontractors),potential future delays to the Project Schedule,and the Contractor's expectation of completion in accordance with the Project Schedule(including details as to delays and disruptions incurred during the preceding month along with the Contractor's proposal for making up any lost time to ensure that the Work is satisfactorily completed within the Contract Time)(as defined in Section 8.1.1); .3 A Change Order log with a listing of the number,amount and status of Change Orders, including information about potential future Change Orders,a change proposal status log, and a projected final Contract Sum; .4 The progress of pending decisions with impacts on the construction schedule; .5 Request for Information("RFI")log; .6 Submittal log; .7 Architect's Supplemental Instructions log; .8 Project progress photos .9 Log of accidents and other incidents involving the safety of persons on or about the Project site;and .10 Such other information as the Owner shall request from time to time. Owner's obligation to release the progress payment for any given month shall be conditioned upon Owner's receipt of a complete and accurate Monthly Status Report for such previous month. §3.26.6 Quarterly Reports. On or before the first day of each calendar quarter,the Contractor shall provide the Owner with a detailed accounting ledger indicating amounts actually paid by Contractor pursuant to the previous calendar quarter's Applications for Payment and accounting for any underpayment or overpayment by Owner on the previous calendar quarter's Progress Payments(the"Quarterly Report"). The Contractor 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 Contractor shall identify variances between actual and estimated costs and report the variances to the Owner and Architect in each Quarterly Report.The Quarterly Report shall be accompanied by electronic copies of the Project cost information developed by Contractor. §4.2 ADMINISTRATION OF THE CONTRACT § 4.2.2.1 Reimbursement for Architect's Additional Site Visits Due to Construction Defects and Deficiencies. The following section is added to A201§4.2 as§4.2.2.1 Reimbursement for Architect's Additional Site Visits: §4.2.2.1 Reimbursement for Architect's Additional Site Visits.The Owner is entitled to reimbursement from the Contractor for amounts paid to the Architect for site visits made necessary by the fault of the Contractor or by defects and deficiencies in the Work. §4.2.3 Reporting to Owner. The following provision is added at the end of A201 §4.2.3 Reporting to Owner: Observations or inspections by the Architect or others shall not relieve Contractor or its Subcontractors of their obligations to perform the Work in accordance with the Contract Documents. §4.2.7 Review and Approval of Submittals. A201 §4.2.7 Review and Approval of Submittals is deleted and replaced with the following: 20 Doc.04 3467105.v2 §4.2.7 Review and Approval of Submittals. 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 action by the Architect on submittals shall not relieve Contractor of its obligation to perform the Work in accordance with the Contract Documents. The Architect's review shall not be conducted for the purposes of confirming dimensions or quantities except to the extent that the Contractor has requested the assistance of the Architect to determine certain dimensions because those indicated in the Contract Documents conflict with existing field conditions or because the dimensions in the Contract Documents contain erroneous, inconsistent,or incomplete dimensions for which clarification is needed and can best be supplied by the Architect. 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 does not relieve Contractor from responsibility for determining the accuracy and completeness of the submittals,including details such as dimensions and quantities,or for substantiating instructions for installation or performance of equipment or systems.The Architect's review of the Contractor's submittals shall not relieve the Contractor of the obligations under Sections 33(Supervision and Construction Procedures),3.5(Warranty)and 3.12(Shop Drawings,Product Data and Samples)of these General Conditions. The Architect's review shall not constitute approval of safety precautions or,unless otherwise specifically stated by the Architect,of any construction means,methods,techniques,sequences or procedures.The Architect's approval of a specific item shall not indicate approval of an assembly of which the item is a component. §4.2.14 Requests for Information; Supplemental Drawings and Specifications. The following provision is added at the end of A201 §4.2.14 Requests for Information;Supplemental Drawings and Specifications: Requests for information by the Contractor shall be in accordance with the Contract Documents and in addition shall include,at a minimum,a detailed written statement that indicates the specific Drawings or Specifications in need of clarification and the reason for and nature of the clarification requested. Contractor is responsible for costs and delays to the Project and to the Owner resulting from requests for information that are not prepared and submitted in accordance with the Contract Documents and the submittal schedule or where such information is available to the Contractor from a careful study and comparison of the Contract Documents,field conditions,other Owner-provided information,Contractor- prepared coordination drawings,prior Project correspondence,or Project documentation. §4.2.15. Owner Approval Required for Material Deviations.The following section is added to A201 Article 4 Architect as§4.2.15 Owner Approval Required for Material Deviations: §4.2.15 Owner Approval Required for Material Deviations. Notwithstanding any other provision of this Agreement to the contrary,the Architect(or such other design professional designated by the Owner)shall not have the authority to order or approve any material deviation from the Contract Documents,whether or not such deviation affects the Contract Sum or other Substantial Completion Date(as defined herein).In the event any such deviation is sought,prior written approval from Owner must be obtained. ARTICLE 5 SUBCONTRACTORS §5.3 Subcontractual Relations. The following provision is added to A201 §5.3 Subcontractual Relations: Each such subcontract shall: .1 require that such Work be performed in accordance with the requirements of the Contract Documents; .2 waive all rights the contracting parties may have against one another or that the Subcontractor may have against the Owner for damages caused by fire or other perils paid by the property insurance required by the Contract Documents; .3 require the Subcontractor to carry and maintain liability insurance in accordance with the Contract Documents; 21 Doc.04 3467105.v2 .4 require the Subcontractor to furnish such certificates and waivers as the Owner may reasonably request;and .5 require that Owner be third party beneficiaries of each subcontract and supply contract. Owner is a third party beneficiary of each subcontract and each supply contract(including without limitation any and all warranties)with rights to enforce such for the benefit of Owner,and upon request by Owner,Contractor shall further execute such documentation to assist Owner in enforcing such subcontracts and supply contracts for the benefit of Owner. §5.3.1 Copies to be Provided Owner. The following provision is added to A201 § 5.3 Subcontractual Relations as§ 5.3.1 Copies to be Provided Owner: §5.3.1 Copies to be Provided Owner. Upon the request of the Owner,the Contractor shall submit to the Owner copies of all executed subcontracts,material and equipment supply contracts,and purchase orders, including subsequent modifications,within seven calendar days of the date of execution. §53.2. Owner's Rights Against Subcontractors The following provision is added to A201 § 5.3 Subcontractual Relations as§5.3.2 Owner's Rights Against Subcontractors: §5.3.2 Owner's Rights Against Subcontractors. Owner shall be a third-party beneficiary of the subcontract agreements and Owner shall have the right to directly enforce its rights there under against the Subcontractors,including any actions for breach of their warranties,express or implied.Notwithstanding the foregoing,for claims relating to or arising from their subcontract agreements,Subcontractors shall have recourse only against the Contractor,not the Owner.All subcontract agreements shall include a provision which recognizes the Owner's third-party beneficiary status and limitations on rights of Subcontractors against Owner. § 5.33. Contractor's Review of Payments to Subcontractors and Suppliers. The following provision is added to A201 §5.3 Subcontractual Relations as§5.3.3 Contractor's Review of Payments to Subcontractors and Suppliers: §5.3.3 Contractors Review of Payments to Subcontractors and Suppliers. Contractor shall receive,review and approve all requests for payment from Subcontractors and material suppliers performing work and providing materials in the construction of the Project before submitting such requests for payment to Owner and Contractor shall pay such Subcontractors and material suppliers within 10 days after receipt of payment from Owner except only for any amounts that Contractor is entitled to retain for retention or for incomplete or unsatisfactory Work under a Subcontract or purchase order and subject to Contractor's obligation to maintain the Project site free of mechanic's liens or material suppliers' liens. §5.3.4. Subcontracts.The following provision is added to A201 § 5.3 Subcontractual Relations as§5.3.4 Subcontracts: §5.3.4 Subcontracts. Contractor shall furnish the Owner or the Owner's authorized representative with copies of all executed subcontract agreements and with a list of all the Subcontractors and major suppliers on the Project. Contractor must open that portion of the Cost of Work proposed to be performed by Contractor's own personnel to Owner for a comparison to at least 2 other qualified bidders. Each subcontract or supply agreement shall contain provisions that: .1 Require that the Agreement,as modified by this A201-2007,and as modified by any Supplementary Conditions,form a part of such subcontract agreement; .2 Require that the work performed pursuant to such subcontract agreement be performed in accordance with the requirements of the Contract Documents(both express requirements and those that are reasonably inferable from the Contract Documents); .3 Require submission of Applications for Payment in a form reasonably approved by Owner,together with supporting documentation as Contractor usually requires from its 22 Doc.04 3467105.v2 Subcontractors and suppliers and conditional claim releases for the portion of the Work covered by such Application for Payment and unconditional claim releases with respect to all work completed by such Subcontractor and suppliers for which payment has previously been made by Owner,as a condition to the disbursement of any progress payment next due and owing to it; .4 Require the Subcontractor,Sub-subcontractor or supplier,as the case may be,to maintain insurance coverage as provided in an Owner-approved form of subcontract agreement, and to file certificates of such coverage with Contractor and Owner; .5 Require each Subcontractor,Sub-subcontractor and supplier to furnish to Contractor or the applicable Subcontractor,as the case may be,in a timely fashion all information necessary for the preparation and submission of the Monthly Reports and Quarterly Reports required herein; .6 Require that each Subcontractor,Sub-subcontractor and supplier continue to perform under its subcontract agreement if the Contract is terminated and if Owner takes an assignment of the subcontract agreement or supply agreement and requests the Subcontractor or supplier to continue such performance; .7 Require each Subcontractor,Sub-subcontractor and supplier to acknowledge that if any provision of any subcontract agreement or supply agreement is inconsistent with any provision of the Contract Documents or what is reasonably inferable from the Contract Documents,then the Contract Documents shall control; .8 Waive all rights the contracting parties may have against one another or that the Subcontractor may have against the Owner for damages caused by fire or other perils covered by the insurance described in the Contract Documents; .9 Require the Subcontractor to carry and maintain insurance coverage in accordance with the requirements of the Contract Documents,and to file certificates of such coverage with the Contractor; .10 Require the Subcontractor to furnish,so far as practicable,unit prices and formulae for use in the determination of costs of changes in the Work; .11 Require the Subcontractor to furnish to the Contractor in a timely fashion all information necessary for the preparation and submission of the reports required herein; .12 Require that each Subcontractor continue to perform under its subcontract in the event the Contract is terminated and the Owner shall request such Subcontractor to continue such performance; .13 Require each Subcontractor to maintain its records in accordance with the provisions of the Owner/Contractor Agreement,and to permit the Owner to exercise as to each such Subcontractor the audit rights granted under the Owner/Contractor Agreement,and to otherwise audit"time and material"and overtime costs to be charged to the Project as permitted herein; .14 Require the Subcontractor to agree to any relevant unit prices set forth in the Contract Documents; .15 Require each Subcontractor to remove all debris created by its activities; 23 Doc_04 3467105.v2 .16 Require each Subcontractor to abide by any applicable federal,state law,ordinance,or regulation with respect to equal employment opportunity and similar matters;and .17 Require that the Owner is a third party beneficiary of the Subcontractor's obligations under its Subcontract,and that as a condition to being paid the final payment owing to the Subcontractor,the Subcontractor agrees to and shall execute the Warranty and Guaranty in the form attached as an Exhibit to the Contract. §5.3.5. Subcontractor's Schedules of Values.The following provision is added to A201 § 5.3 Subcontractual Relations as §5.3.5 Subcontractor's Schedule of Values: §5.3.5 Subcontractors Schedule of Values.Contractor shall require each Subcontractor,Sub-subcontractor and material supplier to submit a payment application schedule of values to the Owner for the Owner's approval before the Work commences. Such schedule of values must be consistent with the schedule of values required by Section 9.2(Schedule of Values)hereof and the Agreement,and must fairly estimate the percentage of the Subcontractor's,Sub-subcontractor's or material supplier's work that will be completed(or materials delivered)each payment application date. The percentage of the total cost reflected in the Subcontractor's,Sub-subcontractor's and material supplier's bid to be requested on each payment application date shall not exceed the percentage of the work completed(or materials delivered) prior to the submission of such request for payment,less the percentage of the total cost reflected in prior applications for payment. The Contractor shall obtain the Owner's approval of each Subcontractor's,Sub- subcontractor's and material supplier's schedule of values before the Contractor submits the first Application for Payment to the Owner with respect to such Subcontractor. § 5.4.1. Assignment Subject to Owner's Acceptance. The following provision is added to A201 to the end of the last sentence of§5.4.1 Assignment Subject to Owner's Acceptance before the period following"under the subcontract": that accrue subsequent to Owner's exercise of this right of conditional assignment. Such assignment shall not constitute a waiver by Owner of its right against Contractor,because of defaults,delays,and defects for which a Subcontractor or material vendor may also be liable.Contractor will indemnify and hold Owner harmless from any failure or refusal of any Subcontractor to comply with any provision of the Contract Documents. §5.5 Payments in Respect of Subcontract. The following section is added to A201Article 5 Subcontractors as § 5.5 Payments in Respect of Subcontract. §5.5 Payments in Respect of Subcontract. If the Owner objects to the Application for Payment for a cause which the Owner reasonably determines is the fault of the Contractor and not the fault of the particular Subcontractor,or if the Contractor fails to make a payment which is properly due to a particular Subcontractor,the Owner may pay such Subcontractor directly,less the amount to be retained under the applicable Subcontract,and deduct such from amounts due Contractor.The Owner shall have no obligation to(i)pay any monies directly to any Subcontractor or(ii)see to the payment of any monies to any Subcontractor by Contractor. ARTICLE 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS §6.1.3 Coordination with Others. A201 §6.1.3 is deleted and replaced with the following: §6.1.3 Coordination with Others. Contractor acknowledges and agrees that work by the Owner and others may be conducted concurrently with Contractor's Work.Contractor will coordinate its construction activities with the activities of Owner and others and provide the necessary personnel and services to coordinate and interface its Work with the work of Owner and others at the proper time and in a manner not to delay Owner or others or increase cost.Contractor will provide Owner and others with opportunities for necessary storage and handling of materials and equipment necessary for execution of their activities. Contractor will coordinate with Owner and others to incorporate the work of the Owner and others into the Construction Schedule and make revisions to the Construction Schedule as appropriate and necessary to 24 Doc.04 3467105.v2 accommodate the work of Owner and others. Contractor and its Subcontractor and its Sub-subcontractor's will use commercially reasonable efforts to work without causing labor,disharmony,coordination difficulties,delays,disruptions,impairment of guarantees,or interferences of any other obligations of any of the Owner or others ARTICLE 7 CHANGES IN THE WORK §7.1.1. Change Orders; Construction Change Directives.The following provision is added to A201 at the end of§ 7.1.1 Change Orders;Construction Change Directives: No change in the Contract Sum and/or Contract Time will be allowed for a change in the Work unless prior to performing the changed Work the Contractor has provided the Owner in writing with a proposal for any increase in the Contract Sum and/or increase in Contract Time caused by the change in Work. No response to a Request for Information to the Architect,Construction Change Directive,or field directive from the Architect or Owner shall be recognized as having any impact upon the Contract Sum or the Contract Time, and Contractor shall have no Claim therefore,unless Contractor shall,within 10 days of receipt and prior to complying with such response,Construction Change Directive or field directive,submit a preliminary Change Proposal to the Owner. §7.1.4 Field Directives and Field Orders and Contract Sum and Contract Time. The following provision is added to A201 Article 7 Changes in the Work in § 7.1 General as §7.1.4 Field Directives and Field Orders and Contract Sum and Contract Time: §7.1.4 Field Directives and Field Orders and Contract Sum and Contract Time. A field directive or field order shall not be recognized as having any impact upon the Contract Sum or the Contract Time and Contractor shall have no Claim therefor unless,prior to complying with the same and in no event no later than 21 calendar days from the date such direction or order was given,Contractor submits to Owner and Architect for approval by Owner and Architect its change proposal. §7.1.5 Change Proposals.The following provision is added to A201 as§ 7.1.5 Change Proposals: §7.1.5 Change Proposals.The Contractor,upon receipt of written notification by the Owner or the Architect of a proposed item of change in the Work,shall prepare as soon as possible a proposal for the Change Order("Change Proposal")in such form or forms as directed by the Owner or the Architect and in accordance with the following: .1 Each Change Proposal shall be numbered consecutively and shall include material's costs,labor costs,fees,overhead and profit. The Change Proposal shall specify all costs related to the proposed Change in the Work, including any disruption or impact on performance. .2 The Subcontractor's itemized accounting shall be included with the Change Proposal. .3 If a Change Proposal is returned to the Contractor for additional information or if the scope of the proposed change in the Work is modified by additions,deletions or other revisions,the Contractor shall revise the Change Proposal accordingly and resubmit the revised Change Proposal to the Owner and Architect. .4 A revised Change Proposal shall bear a new Change Proposal number but shall cross- reference the previous Change Proposal. .5 Upon written approval of a Change Proposal by the Owner,the Contractor will prepare a Change Order authorizing such change in the Work on such form as directed by the Owner. 25 Doc.04 3467105.v2 .6 The Contractor shall request extensions of Contract Time due to change in the Work only at the time of submitting its Change Proposal. Contractor's failure to do so shall represent a waiver of any right to request a time extension. .7 The Contractor shall maintain such Change Order log(with Change Proposals)in such form as directed by Owner. § 7.1.6 Changes in Contract Time or Contract Sum. The following provision is added to A201 as § 7.1.6 Change in Contract Time or Contract Sum: §7.1.6 Changes in Contract Time or Contract Sum. Except as permitted in the Agreement with regard to amounts to which Owner is entitled to payment or offset arising from Contractor's breach or default hereunder,a change in the Contract Sum or the Contract Time shall be accomplished only by Change Order. No course of conduct or dealings between the parties,nor express or implied,acceptance of alterations or additions to the Work,and no claim that the Owner has been unjustly enriched by any alteration or addition to the Work whether or not there is,in fact,any unjust enrichment to the Work,shall be the basis of any claim to any increase in any amounts due under the Contract Documents or a change in any time period provided for in the Contract Documents. Architect is not authorized to give instructions to the Contractor that will increase the cost or price of the Work to the Owner unless the Architect has separate specific written authorization from Owner to do so. Prior to instituting Work requested by the Architect that may result in an increase in the cost or price to Owner above the previously approved Contract Sum,Contractor must verify with the Owner that the Architect is authorized to order the Work costing the additional amount. Any advice the Architect gives the Contractor is not given as agent for or on behalf of Owner and shall in no way be construed as releasing the Contractor from fulfillment or performance of the requirements of the Contract Documents. §7.1.7 Backup and Spreadsheets. The following provision is added to A201 Article 7 Changes in the Work in § 7.1 General as§7.1.7 Backup and Spreadsheets: §7.1.7 Backup and Spreadsheets. When submitting its change proposal,Contractor shall include and set forth in clear and precise detail breakdowns of labor and materials for all trades involved and the estimated impact on the construction schedule. Contractor shall furnish spread sheets from which the breakdowns were prepared,plus the spread sheets if requested of any Subcontractors. §7.1.8 Change Order Required for Addition to Contract Sum or Change in Contract Time. The following provision is added to A201 Article 7 Changes in the Work in § 7.1 General as §7.1.8 Change Order Required for Addition to Contract Sum or Change in Contract Time: §7.1.8 Change Order Required for Addition to Contract Sum or Change in Contract Time. No change in the Work,whether by way of alteration or addition to the Work,shall be the basis of an addition to the Contract Sum or a change in the Contract Time unless and until such alteration or addition has been authorized by a Change Order executed and issued in accordance with and in strict compliance with the requirements of the Contract Documents.Accordingly,no course of conduct or dealings between the parties,nor express or implied acceptance of alterations or additions to the Work,and no claim that the Owner has been unjustly enriched by any alteration or addition to the Work,whether or not there is any such unjust enrichment,shall be the basis for any claim to an increase in the Contract Sum or a change in the Contract Time. § 7.1.9 Adjustments Set Out in Change Order. The following provision is added to A201 Article 7 Changes in the Work in§ 7.1 General as§7.1.9 Adjustments Set Out in Change Order: §7.1.9 Adjustments Set Out in Change Order. Notwithstanding any other provisions in the Contract Documents,the adjustment in the Contract Sum and Contract Time,if any,set forth in a Change Order shall constitute the entire compensation and adjustment,including all general condition costs,indirect 26 Doc.04 3467105.v2 costs,and expenses due to the Contractor on account thereof,unless otherwise provided in the Change Order. §7.2.2 Allowance for Overhead and Profit. The following provision is added to A201 Article 7 Changes in the Work in§ 7.2 Change Orders as§ 7.2.2 Allowance for Overhead and Profit. §7.2.2 Allowance for Overhead and Profit.The allowance for the combined overhead and profit shall be in accordance with Section 7.3.13(Contractor's Allowance for Overhead and Profit). §7.2.3 Settlement of Matters Relating to the Change in the Work. The following provision is added to A201 Article 7 Changes in the Work in§ 7.2 Change Orders as§ 7.2.3 Settlement of Matters Relating to the Change in the Work. §7.2.3 Settlement of Matters Relating to the Change in the Work. Unless otherwise provided in the Change Order,agreement on any Change Order shall constitute a final settlement of all matters relating to the change in the Work which is the subject of the Change Order,including but not limited to,all direct and indirect costs associated with such change and any and all adjustments to the Contract Sum.Changes to Contract Time will be granted only to the extent that an actual impact to the critical path of the Contract Schedule can be demonstrated and documented. In the event a Change Order increases the Contract Sum, Contractor shall include the Work covered by such Change Orders in Applications for Payment as if such Work were originally part of the Contract Documents. §7.3.11 Contractor to Proceed With Change in the Work. The following provision is added to A201 Article 7 Changes in the Work in§ 7.3 Construction Change Directives as§ 7.3.11 Contractor to Proceed With Change in the Work. §7.3.11 Contractor to Proceed With Change in the Work. Upon receipt of a Construction Change Directive, the Contractor shall promptly proceed with the change in the Work involved and advise the Owner and 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. §7.3.12 Contractor's Agreement with Change. The following provision is added to A201 Article 7 Changes in the Work in§ 7.3 Construction Change Directives as§7.3.12 Contractor's Agreement with Change. §7.3.12 Contractor's Agreement with Change. 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. §7.3.13 Contractor's Allowance for Overhead and Profit. The following provision is added to A201 Article 7 Changes in the Work in§ 7.3 Construction Change Directives as § 7.3.13 Contractor's Allowance for Overhead and Profit. §7.3.13 Contractor's Allowance for OH and P. The allowance for the combined overhead and profit included in the total cost to the Owner for Change Orders and Construction Change Directives shall be based on the following schedule: .1 for the Contractor, for Work performed by the Contractor's own forces, 15%(10% overhead and 5%profit)of the cost; .2 for the Contractor,for Work performed by the Contractor's Subcontractor, 15%(10% overhead and 5%profit)of the cost;and .3 in order to facilitate checking of quotations for extras or credits,all proposals,except those so minor that their propriety can be seen by inspection,shall be accompanied by complete itemization of costs, including labor,materials,and subcontracts. Labor and 27 Doc.04 3467105.v2 • materials shall be itemized in the manner prescribed above. Where major cost items are subcontracts,they shall be itemized also. ARTICLE 8 TIME §8.13 Date of Substantial Completion. The following provision is added at the end of A201§ 8.1.3"Date of Substantial Completion": Contractor shall diligently prosecute the Work and achieve Substantial Completion of the Work within the Contract Time and achieve Substantial Completion of all phases of the Work as set forth in any Turnover Schedule,subject to adjustments as set forth in duly executed Change Orders. After Substantial Completion of the Work and each phase of the Work,Contractor shall diligently continue to prosecute such Work to final completion and shall achieve Final Completion within 60 days of Substantial Completion of the Work and of each phase of the Work. All other requirements of the Contract Documents shall be completed within 60 days of Substantial Completion,subject to adjustments as set forth in duly executed Change Orders. §8.3 DELAYS AND EXTENSION OF TIME §8.3.1 Basis Upon Which Delay and Extension is Determined. A201§8.3.1 is deleted and replaced with the following: §8.3.1 Basis Upon Which Delay and Extension is Determined. .1 Only if the critical path of the Work is delayed at any time (a) by an act or default in contravention of the Contract Documents of the Owner or Architect,or of an employee of either,or of a separate contractor employed directly by the Owner,or by changes ordered in the Work;or by labor disputes, fire,unusual delay in deliveries,unavoidable casualties,adverse weather conditions documented in accordance with Sections 15.1.6.2(Adverse Weather Conditions)and 15.1.6.3(Recognized Number of Adverse Weather Days),or other causes beyond the Contractor's control that could not be reasonably anticipated by an experience knowledgeable contractor,and (b) which was not in any way caused by or did not in any way result from any act, omission,default or collusion on the part of the Contractor or those acting under or on behalf of the Contractor, then the Contract Time and applicable dates for Substantial Completion or Final Completion of any phase of the Work shall be modified by Change Order for such reasonable delay.No extension of the Contract Time or increase in general condition costs will be granted unless the Contractor demonstrates that delay in completion of the Work was to activities on the critical path of the Work. .2 Notwithstanding anything to the contrary in the Contract Documents,an extension in the Contract Time,to the extent permitted under this Section 8.3.1(Basis Upon Which Delay and Extension is Determined),and applicable changes to the Contract Sum shall be the sole remedies of the Contractor for any delay in the commencement,prosecution,or completion of the Work. The Owner's exercise of any of its rights or remedies under the Contract Documents(including,without limitation,ordering changes in the Work,or directing suspension,rescheduling,or correction of the Work),regardless of the extent or frequency of the Owner's exercise of such rights or remedies,shall not be construed as active interference in the Contractor's performance of the Work. 28 Doc.04 3467105.12 §8.3.1.1 Recovery Plan. The following section is added to A201§ 8.3 as§ 8.3.1.1 Recovery Plan: §8.3.1.1 Recovery Plan. If the Owner reasonably determines that the Contractor has not completed so much of the Work as should be completed in a given time according to the Construction Schedule,then at the request of Owner,Contractor shall,within 10 days,provide Owner with a written plan to recover time under the Construction Schedule to achieve the dates for Substantial Completion and Final Completion of all phases of the Work(a"Recovery Plan"),which plan shall include a recommendation for the most effective and economical acceleration of the Work and all costs of such acceleration. The Recovery Plan shall describe in detail the additional manpower,overtime,material expediting,re-sequencing of the Work and other steps Contractor will undertake to meet the requirements of the Contract Documents with regard to the Contract Time along with the cost of each. No approval or consent by Owner or any plan for re- sequencing or acceleration of the Work submitted by Contractor pursuant this Section shall constitute a waiver by Owner of any damages or losses which Owner may suffer by reason of such re-sequencing or the failure of Contractor to meet any dates of Substantial Completion for any phase of the Work. §8.3.4 Acceleration. The following section is added to A201§ 8.3 as§ 8.3.4 Acceleration: §8.3.4 Acceleration. Owner shall be entitled to direct the acceleration or re-sequencing of the Work, including implementation of all or any part of a Recovery Plan,in effort to achieve the required dates for Substantial Completion of any or all phases of the Work. Contractor shall not be entitled to compensation from Owner or any increase in the Contract Sum for acceleration costs or schedule recovery efforts,except as to causes of delay for which a time extension is allowed as a Change Order under Section 8.3(Delays and Extension of Time)of this A201. ARTICLE 9 PAYMENTS AND COMPLETION §9.1.1 Total Amount Payable. The following provision is added to the end of A201§9.1.1 Total Amount Payable: All costs of overtime and premium time work required by the nature of this Work shall be included in the Contract Sum. §9.2 Schedule of Values. A201§ 9.2 Schedule of Values is deleted and replace with the following§ 9.2: §9.2 Schedule of Values. The Contractor shall prepare Schedules of Values for each Phase of the Work and shall be made up generally by line items corresponding to section titles contained in Table of Contents. This also applies to HVAC and electrical subcontractors. Each line item shall show the sums for(a) materials and(b)labor,and where applicable(c)Subcontractor and then totaled. A separate line item shall indicate the overhead and profit. The sum of the line item totals shall equal the Contract Sum. Also,the total of each line shall be entered in a column on the sheet. This is part of the information required to be submitted with each Application and Certificate for Payment. All items with entered values will be transferred by the Contractor to the Application and Certificate for Payment,and shall include Construction Change Directives and approved Change Orders. Change Order values and Construction Change Directive values shall be broken down to show the various subcontracts. Applications for Payment shall be submitted on AIA Documents G702 and G703 or other forms approved by the Owner and shall contain such other information as the Owner may reasonably require. Each item shall show its scheduled value, value of previous applications,value of the application,percentage completed,value completed,and value yet to be completed. All blanks and columns must be filled in, including every percentage complete figure. The Schedule of Values shall be balanced and not contain any"front end loading." The schedule of values and any modifications or amendments thereto shall not overvalue early job activities. Each item shall include a prorated portion of the Contractor's overhead and profit which shall be set out as separate line items. The schedule of values shall follow the trade divisions of the Specifications so far as practicable. Any modifications or amendments thereto must be approved by the Owner. Contractor shall revise its original schedule of values or cost breakdown from time to time at the reasonable request of the Owner as circumstances may require. Such schedule of values and any supplements or amendments thereto shall be subject to the prior written approval of Owner and the Architect. 29 Doc.04 3467105.v2 §93 APPLICATIONS FOR PAYMENT §9.3.1 Submission Date. The following provision is added to the end of A201 § 9.3.1 Submission Date: On the standard form for each Certificate of Payment,the Contractor shall also certify that all bills and Subcontractors have been paid for which previous Certificate of Payment have been issued and upon which payment has been made;if partial payment has been made then the Contractor shall identify payments made to Subcontractors and suppliers. The Owner is not required to make any payment to Contractor unless Contractor has supplied all items required by the Contract Documents. Each Application for Payment constitutes a warranty and representation by the Contractor that the Contractor is entitled to payment as set forth in the Application for Payment. §9.3.4 Owner's Payment Direct to Claimants. The following section is added to A201§ 9.3 as 9.3.4 Owner's Payment Direct to Claimants: §9.3.4 Owner's Payment Direct to Claimants. In the event a claim is asserted relating to the improvements to be constructed under this Agreement,the Owner reserves the right to settle any such claims by direct payment to the claimant if the Owner,in its sole discretion,determines such payments are the most economical or advantageous method for the Owner of settling any dispute. The Contractor shall promptly reimburse the Owner for such payment upon demand or the Owner may elect to deduct the amount(s)of any such payment(s)from the Contract Sum. §9.5.1 Owner's Decision. The following is added to the end of A201§9.5.1 Owner's Decision: .8 with respect to the final request for payment,failure to deliver all close-out documents required by the Contract Documents,including three sets to Owner of Record Drawings, written guarantees or warranties,operating instructions and maintenance manuals when requested,but in any event prior to the earlier of(a)one month after the issuance of the certificate of occupancy,or(b)submitting the Application for Payment for the final payment; .9 failure to obtain the approvals(including the release of applicable bonds),permits,certificates of occupancies required by any authority having jurisdiction; .10 failure to provide Owner with a revised construction schedule and recovery plan acceptable to Owner in accordance with the Agreement to address how the Contractor intends to achieve milestone dates; .11 failure to timely provide Owner with accurate and complete Monthly Reports and Quarterly Reports,Project photographs and/or videotape and all of the other items required to be included in each Monthly Report or Quarterly Report;or .12 failure to provide Owner with accurate and complete evidence that Contractor and each of the Subcontractors,Sub-subcontractors,materialmen and suppliers currently performing any portion of the Work or providing materials to the Project is carrying the insurance required by the Contract Documents. §9.5.2 Claim Submission. The following provision is added at the end of A201 §9.5.2 Claim Submission: The Owner shall not be deemed to be in breach of the Contract Documents by reason of the withholding of any payment which Owner is entitled to withhold pursuant to or,withholds in good faith in reliance on,any provision of the Contract Documents. Without limiting other rights of the Owner to withhold any payment, Owner may withhold that portion of a progress payment attributable to the failure of any Subcontractor,of any tier,to comply with the insurance requirements in the Contract Documents. §9.5.4 Continued Prosecution of Work. The following provision is added at to A201 as§ 9.5.4 Continued Prosecution of Work: §9.5.4 Continued Prosecution of Work. If Contractor disputes any determination by Owner with regard to all or any part of an Application for Payment or a Certificate of Payment,Contractor shall nevertheless 30 Doc.04 3467105.v2 expeditiously continue to prosecute the Work but shall be entitled to make a Claim as provided in Article 15. §9.6.1 Payment Date;Retainage. The following provision is added at to A201 as§9.6.1 Payment Date;Retainage: In no event,however,shall Owner pay to Contractor partial payments totaling more than 95%of the Contract Sum until the final completion and acceptance of the Project. Further,if Contractor is not current in its obligations to a supplier,laborers and/or Subcontractors on the Project,Owner may(but is not obligated to)withhold a periodic or final payment in an amount reasonably necessary to cover the amount which is not current until the Owner receives reasonable proof from the Contractor that this situation does not exist. § 9.6.2 Contractor's Payment of Subcontractors. The following provision is added to the end of A201 § 9.6.2 Contractor's Payment of Subcontractors: Should Contractor neglect or refuse to cause to be paid promptly any undisputed bill or charge legitimately incurred by it,Owner shall have the right,but not the obligation,to pay the bill directly,and Contractor shall immediately reimburse Owner for same. If Contractor does not reimburse Owner,Owner may offset the amount of the unpaid,undisputed bill against amounts owed by Owner to Contractor hereunder. Owner shall have the further right to pay such unpaid,undisputed bills due to any Subcontractor or supplier by joint check payable to Contractor and each such Subcontractor,Sub-subcontractor or supplier. § 9.6.7 Demonstration of Proper Payment. The following provision is substitute in A201 as § 9.6.7 Demonstration of Proper Payment: §9.6.7 Demonstration of Proper Payment. Contractor shall pay promptly when due all lawful demands of Subcontractors,laborers,workmen,mechanics,materialmen,and persons who furnish machinery or parts thereof,equipment,power tools,or any other supplies whatsoever for debts incurred in the furtherance of the performance of this Contract,and shall indemnify and save Owner harmless from all claims growing out of such demands. Upon request by Owner or Architect,Contractor shall furnish satisfactory evidence that all such obligations have been paid,discharged or waived. In the event Contractor fails to do so, Owner may,at its election,after having served written notice on Contractor,either pay unpaid bills of which Owner has written notice or withhold from Contractor's unpaid compensation a sum of money deemed by Owner sufficient to pay any and all such lawful claims. When satisfactory evidence has been received by Owner that all such liabilities have been fully discharged,Owner shall resume payment in accordance with the terms of the Agreement. In no event shall the provisions of this Section be construed to impose any obligation upon the Owner to either Contractor or its surety. The provisions of this Section shall be deemed to be in addition to the provisions of state law relating to the matters dealt with therein,and in no event shall they be deemed to alter,amend,or change the same,nor as an attempt to do so. §9.7 Failure of Payment. The following provision is added to the end of A201 §9.7 Failure of Payment: If the Owner is entitled to reimbursement or payment from the Contractor under or pursuant to the Contract Documents,such payment shall be made promptly upon demand by the Owner.Notwithstanding anything contained in the Contract Documents to the contrary,if the Contractor fails to promptly make any payment due the Owner,or the Owner incurs any costs and expenses to cure any default of the Contractor or to correct defective Work,the Owner shall have an absolute right to offset such amount against the Contract Sum and may,in the Owner's sole discretion,elect either to: (1)deduct an amount equal to that which the Owner is entitled from any payment then or thereafter due the Contractor from the Owner,or(2)issue a written notice to the Contractor reducing the Contract Sum by an amount equal to that which the Owner is entitled. 31 Doc.04 3467105_v2 §9.8 SUBSTANTIAL COMPLETION §9.8.1 Substantial Completion. A201§9.8.1 is deleted and replace with the following§9.8.1: §9.8.1 Substantial Completion. "Substantial Completion"of the entire Work shall be deemed to have occurred on the date that(i)the Architect shall have certified in writing to the Owner that the Work has been Substantially Completed in accordance with the Contract Documents,(ii)the Work can be occupied and used for its intended purposes,(iii)all systems installed by Contractor are operational as designed and scheduled and in good working order,(iv)all finishes are in place as required by the Contract Documents and completion of the Work by the Contractor only consists of minor punch list items that will not interfere with occupancy and utilization of the Project,and(v)a Certificate of Occupancy and all other required governmental permits,approvals,licenses and documents have been issued to the Owner by all of the regulatory authorities having jurisdiction with respect to the Project that are required for Owner's beneficial use or occupancy of the Project. Substantial Completion of a phase of the Work shall be deemed to have occurred on the date that(i)the Architect has certified in writing to the Owner that the applicable phase has been substantially completed in accordance with the Contract Documents,(ii)a Temporary Certificate of Occupancy has been issued for the benefit of the Owner by all of the authorities having jurisdiction with respect to the Project,(iii)the phase can be occupied or utilized for its intended use,(iv)all systems installed by Contractor and affecting the phase are operational as designed and scheduled and in good working order,and(v)all finishes are in place in the applicable phase as required by the Contract Documents and completion of the Work by the Contractor only consists of minor punch list items that will not interfere with occupancy and utilization of that phase of the Work. As a further condition of Substantial Completion,all remaining Work for the Project or the applicable phase must be fully and finally completed within 30 consecutive calendar days following the date of Substantial Completion. Within 5 days after Substantial Completion of the Work,Contractor shall notify Owner of Substantial Completion. §9.8.2 Punch List. The following provision is added at the end of A201 §9.8.2 Punch List: The Contractor shall proceed to promptly complete and correct all items on the Contractor's Punch List. § 9.8.3.1 Contractor Reimburses Owner for Additional Inspections. The following section is added to A201§ 9.8 as § 9.8.3.1 Contractor Reimburses Owner for Additional Inspections: §9.8.3.1 Contractor Reimburses Owner for Additional Inspections. The Architect will perform no more than two inspections to determine whether the Work or a designated portion thereof has attained Substantial Completion in accordance with the Contract Documents.The Owner is entitled to reimbursement from the Contractor for amounts paid to the Architect for any additional inspections. §9.9 PARTIAL OCCUPANCY OR USE §9.9.1 Submittals.The following provision is added to A201§ 9.9.1 Submittals: Notwithstanding any other provisions of Contract Documents to the contrary,any partial occupancy or use by the Owner shall not(a)constitute final acceptance of any Work,or(b)relieve Contractor of responsibility for loss or damage because of or arising out of defects in,or malfunctioning of,any Work, material,or equipment,or from any other unfulfilled obligations or responsibilities under the Contract Documents;provided,however,Contractor shall not be liable for ordinary wear and tear resulting from partial occupancy and use by Owner. Contractor shall cooperate fully with Owner,as Owner may request, in all aspects of Owner's partial use and occupancy of the Work and Project,including,without limitation, scheduling,allocation of utilities,access,storage,and all other arrangements. 32 Doe.04 3467105.x2 §9.10 FINAL COMPLETION AND FINAL PAYMENT § 9.10.1 Inspection; Certificate of Payment. The following provision is added at the end of A201 § 9.10.1 Inspection; Certificate of Payment. "Final completion"is cumulatively the following: .1 Work Finished.Completion of the entirety of the Work in accordance with the terms and conditions of the Contract Documents; .2 Warranty Documentation. All documentation,warranties and guarantees required under or pursuant to the Contract Documents shall be assembled and delivered by the Contractor to Owner as part of the final Application for Payment,including such documentation and assignments with regard to warranties as required by AIA A201 Section 3.53 (Manufacturer's Warranty); .3 0&M Manuals. All operations and maintenance manuals,records,instructions,and data, as required by the Contract Documents shall be assembled and delivered by the Contractor to Owner; .4 Access. Delivery of all keys,access cards,and any other items for access to and security of the Project to the Owner; .5 Other Items. Delivery to Owner by Contractor the items identified in AIA A201 Section 9.10.2(Submittals). The Contractor shall deliver to the Owner written warranties and guarantees from its Subcontractors of all tiers and materialmen and suppliers of all tiers bearing the date which is the date of final completion of the entire Work or such other date as may be agreed to by the Owner,and stating the period of warranty as may be required by the Contract Documents.The Contractor is responsible for the warranty of all Work,whether performed by it or its Subcontractors of any tier. §9.10.1.1 Final Completion of a Phase of the Work. The following provision is added to A201 Article 9 Payments and Completion to§9.10.1 Inspection;Certificate for Payment as§9.10.1.1 Final Completion of a Phase of the Work: §9.10.1.1 Final Completion of a Phase of the Work. Upon receipt of the Contractor's notice that all items included on the punch list have been completed for a Phase of the Work and that Phase is ready for final inspection,the Architect will promptly make such inspection.When the Architect finds the Phase of the Work acceptable under the Contract Documents and the Contract fully performed for that Phase of the Work,the Architect will promptly notify the Owner and Contractor,stating that to the best of the Architect's knowledge,information and belief,and on the basis of the Architect's on-site visits, observations,and inspections,the Phase of the Work has been completed in accordance with the Contract Documents.The Architect's notice will establish the date of final completion of that Phase of the Work which shall be the commencement of responsibilities of the Owner for security,maintenance,heat,utilities, and insurance in connection with that Phase of the Work. §9.10.2 Submittals. The following provision is added at to the end of§9.10.2 Submittals: Additionally,Contractor shall,as a condition precedent to final payment,deliver or furnish to Owner: (1)such documentation and assignments with regard to warranties as required by Section 3.5.1(General Warranty);(2)such drawings and record documents as required by the Contract Documents;(3)such operations and maintenance manuals,records,instructions,and data,as required by the Contract Documents;(4)keys,access cards,and any other items for access to and security of the premises;(5)such other close-out submittals or documentation required by the Contract Documents; and(6)a duly executed Affidavit of Completion signifying that the Work under the Contract is complete under the applicable mechanic's lien laws. 33 Doc.04 3467I05.v2 §9.10.6 Records for Review. The following provision is added to A201 as§9.10.6 Records for Review: §9.10.6 Records for Review. Except as otherwise provided in the Agreement,records of reimbursable expenses and costs incurred by the Contractor and for which payment is sought or received from Owner for Work performed or to be performed hereunder shall be made available to Owner for its reasonable review and examination. Such records shall be preserved by the Contractor and made available to the Owner for a period of at least three years after final completion of the Work. §9.10.7 Final Payment Date. The following provision is added to A201 as§9.10.7 Final Payment Date: §9.10.7 Final Payment Date. Upon satisfaction of these conditions,final payment is to be made after 31 days have elapsed since final completion without Owner or Contractor having received notice of a claim of a Subcontractor or other person relating to the Work of non-payment for the Work performed or labor or materials furnished by such person. Final payment shall not be deemed a waiver by Owner of defects in construction or performance of the Work by Contractor or of any other breach of this Contract by Contractor. If any Subcontractor or other person refuses to furnish a release or waiver of lien as of the date of final completion,Contractor shall furnish a bond satisfactory to Owner to indemnify against the lien. In addition,if death,serious personal injuries,or serious property damages are caused,the accident shall be reported immediately by telephone or messenger to the Owner. ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY § 10.1 Safety Precautions and Programs. The following provision is added to A201 Article 10 Protection of Persons and Property at the end of§ 10.1 Safety Precautions and Programs: It shall be the duty and responsibility of the Contractor and all Subcontractors of all tiers to be familiar and comply with all requirements of the Safety and Health Regulations(CFR 29,Part 1926 and all subsequent amendments)as promulgated by the U.S. Department of Labor on June 24, 1974. In addition,on projects in which trench excavation will exceed a depth of four feet,the Contractor and all of its Subcontractors shall comply with all requirements of CFR 29,Sections 1926.652 and 1926.653. The Contractor shall take all reasonable and necessary precautions to protect and secure all Work,interior spaces,materials,and equipment on the job site in connection with rain,storm,and wind conditions. Safety gear shall be provided to and required for representatives of Owner,Owner's Lender's and Architect's personnel and all others while in Work areas. The Contractor shall designate an onsite person whose responsibility will be job safety. This person shall be thoroughly familiar with Contractor's safety manual and shall require compliance with all applicable provisions of such manual. Contractor shall familiarize all Subcontractors and material suppliers on safety measures and requirements. § 10.2.2 Contractor's Compliance. The following provision is added to A201 Article 10 Protection of Persons and Property at the end of§ 10.2.2 Contractor's Compliance: 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.The Contractor shall provide all facilities and shall follow all procedures required by the Occupational Safety and Health Act("OSHA")including,but not limited to, providing and posting all required placards and notices,and shall be responsible for complying with all mandatory safety laws. Notwithstanding any language to the contrary,the Owner shall not have any responsibility for job site inspections or safety recommendations except for work performed by other contractors or for work performed by the Owner's own forces. The Owner,other contractors and Architect shall comply with the jobsite safety rules established by the Contractor for the Project. Any inspections or observations by the Owner or the Architect are solely for the benefit of the Owner and shall not create any duties or obligations to anyone else. 34 Doc.04 3467105.x2 § 10.2.6 Safety Representative on Site. The following provision is added at to the end of§ 10.2.6 Safety Representative on Site: The Safety Representative may have other duties on the site,provided those duties are not directly related to production,and the said Representative shall have authority to stop work in areas where they discover,or are made aware of,conditions that,in their professional opinion,constitute a hazard to personnel or property. The Contractor shall provide the name and qualification of the Safety Representative to the Owner and shall not replace the Safety Representative without the Owner's written approval. § 10.2.8.1 Reporting of Accidents,Injuries or Illness. The following provision is added to A201 Article 10 Protection of Persons and Property § 10.2.8 Injury or Damage to Person or Property as § 10.2.8.1 Reporting of Accidents, Injuries or Illness: §10.2.8.1 Reporting of Accidents,Injuries or Illness. Within 24 hours of discovery,the Contractor shall report to the Owner all work related accidents,injuries or illness involving the Contractor's own forces, Subcontractors of all tiers,third parties or members of the general public. Accident investigation reports (including,but not limited to,full details and statements of any witnesses)for all such incidents shall be submitted to the Owner within a reasonable amount of time. § 10.2.8.2 Reports of Regulatory Agencies Inspections. The following provision is added to A201 Article 10 Protection of Persons and Property § 10.2.8 Injury or Damage to Person or Property as § 10.2.8.2 Reports of Regulatory Agencies Inspections. §10.2.8.2 Reports of Regulatory Agencies Inspections. The Contractor shall promptly submit to the Owner and Architect reports from any OSHA,EPA or other regulatory agencies' inspections. § 10.2.9 Protection of Persons and Property. The following section is added to A201 § 10.2 Safety of Persons and Property as§ 10.2.9 Protection of Persons and Property: §10.2.9 Protection of Persons and Property. The Contractor shall be solely responsible for the protection of the site of operations of this Contract for the complete duration of the Contract,including the protection of all finished and unfinished Work and materials from damage,theft,vandalism and any other form of loss, damage,theft,vandalism and any other form of loss,damage or destruction,whether or not such materials are incorporated into the Work,and shall obtain appropriate insurance coverage. §10.2.9 Safety Precautions During Work Suspension.When all or a portion of the Work is suspended for any reason,the Contractor shall protect the Work,as necessary, from injury by any cause. §10.2.10 Temporary Facilities. Unless otherwise provided in the bid specifications: Contractor shall make temporary connections for all utilities necessary during construction and shall remove them after completion of Project. Contractor shall provide,at a location on the Project site approved by Architect,a suitable weather-tight field office with raised floors available for use by Contractor and Architect at all times. Contractor shall furnish such field office with electric lights,telephone and ample desk space for use by Contractor and Architect. Contractor shall provide and maintain sanitary facilities for workmen at the job in accordance with the laws of Texas and the code and ordinances of the City. Contractor shall completely remove such facilities when the Project is completed. In conjunction with,but not in lieu of the requirements of Section 10.2.3(Safeguards),the Contractor shall provide an appropriate fence around the entire construction area for the duration of the Project as a minimum safety separation,unless other access control and safety measures are implemented,as approved in writing by the Owner. This fence shall be equipped with vehicular and pedestrian gates with locks. The Contractor shall maintain the construction fences and gates in a state of good repair at all times for the duration of the Project. Gates shall be kept locked at all times when the Contractor's or its Subcontractor's personnel are not on the site. Any conditions of the construction fence and/or gates which the Architect or Owner deems hazardous will be corrected immediately. If such conditions are not corrected immediately upon verbal or written notice,the Owner will correct the hazardous conditions and the cost of the corrective action will be deducted from the Contractor's payment. 35 Doc.04 3467105.v2 § 10.3.1 Protocols; Contractor's Notice to Owner. The following provision is added at the end of§ 10.3.1 Protocols; Contractor's Notice to Owner: The term"hazardous materials" shall mean any flammables,explosive,radioactive materials,petroleum based materials exceeding applicable federal,state,or local regulatory limits,asbestos,toxic substances or related materials, including without limitation,substances defined as "hazardous wastes,""hazardous substances," "hazardous materials," "toxic substances" or"solid wastes" in the Comprehensive Response, Compensation and Liability Act of 1980,as amended,42 U.S.C.A. Section 9601 et.seq.;the Resource Conservation and Recovery Act,42 U.S.C.A.Section 2601,et Seq.; and any other applicable laws statutes, ordinances,codes,rules and regulations,or lawful orders of public authorities,an amendments and revisions thereto. Contractor shall obtain from manufacturers and furnish to Owner Material Safety Data Sheets(OSHA Form 20)for all materials incorporated into the Project by the Contractor. § 103.3 Owner's Indemnity. The following section is added to the end of A201§ 10.3.3 Owner's Indemnity: Notwithstanding any other provision,the Owner is not obligated to defend against any claim,damage,loss, and expense caused in whole or in part by the contractor,anyone directly or indirectly employed by the contractor,or anyone for whose acts the contractor may be liable,and the Owner is not obligated to indemnify against any claim,damage,loss,and expense to the extent caused by the Contractor,anyone directly or indirectly employed by the Contractor,or anyone for whose acts the contractor may be liable. § 103.5 Contractor's Indemnity. The following section is added to the end of A201§ 10.3.5 Contractor's Indemnity: TO THE FULLEST EXTENT PERMITTED BY LAW,THE CONTRACTOR SHALL INDEMNIFY,DEFEND AND HOLD HARMLESS THE OWNER AND ITS MEMBERS, OFFICERS,AND DIRECTORS FROM AND AGAINST CLAIMS,DAMAGES,LOSSES AND EXPENSES,INCLUDING BUT NOT LIMITED TO ATTORNEY'S FEES,ARISING OUT OF OR RESULTING FROM CONTRACTOR'S FAILURE TO PROPERTY HANDLE OR USE A HAZARDOUS SUBSTANCE,PROVIDED THAT SUCH CLAIM,DAMAGE,LOSS OR EXPENSE IS ATTRIBUTABLE TO BODILY INJURY,SICKNESS,DISEASE OR DEATH,OR TO INJURY TO OR DESTRUCTION OF TANGIBLE PROPERTY INCLUDING LOSS OF USE RESULTING THEREFROM. ARTICLE 11 INSURANCE § 113.1 Waivers of Subrogation. § 11.3.1 of the AIA A201 is deleted and replaced with the following: §11.3.1 WAIVERS OF RECOVERY AND SUBROGATION. THE OWNER AND CONTRACTOR(EACH A "RELEASING PARTY")WAIVE ALL RIGHTS AGAINST THE FOLLOWING PERSONS(THE"RELEASED PERSONS"): (1)EACH OTHER AND ANY OF THEIR SUBCONTRACTORS,SUB-SUBCONTRACTORS,AGENTS, TRUSTEES,REGENTS,OFFICERS,DIRECTORS AND EMPLOYEES,EACH OF THE OTHER,AND(2)THE SEPARATE CONTRACTORS DESCRIBED IN ARTICLE 6(CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS),IF ANY,AND ANY OF THEIR SUBCONTRACTORS,SUB-SUBCONTRACTORS,AGENTS AND EMPLOYEES,FOR LOSSES AND CLAIMS FOR DAMAGE TO THE WORK UNDER CONSTRUCTION,DAMAGE TO THE COMPLETED WORK,AND DAMAGE TO OR LOSS OF FIXTURES OR MATERIALS,EQUIPMENT OR OTHER PERSONAL PROPERTY TO THE EXTENT PAID BY PROPERTY INSURANCE OBTAINED PURSUANT TO THE CONTRACT DOCUMENTS OR OTHER PROPERTY INSURANCE APPLICABLE TO THE WORK,EXCEPT SUCH RIGHTS AS THEY HAVE TO PROCEEDS OF SUCH INSURANCE HELD BY THE OWNER OR CONTRACTOR IN GOOD FAITH.SUBJECT TO SECTION 11.3.13, COSTS NOT COVERED BECAUSE OF DEDUCTIBLES OR SELF-INSURED RETENTIONS SHALL BE THE RESPONSIBILITY OF AND PAID BY THE FIRST NAMED INSURED UNDER THE POLICY. EACH RELEASING PARTY, THE OWNER OR CONTRACTOR AS APPROPRIATE,SHALL REQUIRE OF THE SEPARATE CONTRACTORS DESCRIBED IN ARTICLE 6(CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS),IF ANY,AND THE SUBCONTRACTORS,SUB-SUBCONTRACTORS,AGENTS AND EMPLOYEES OF ANY OF THEM,BY APPROPRIATE AGREEMENTS,WRITTEN WHERE LEGALLY REQUIRED FOR VALIDITY,SIMILAR WAIVERS EACH IN FAVOR OF THE RELEASED PERSONS.THE POLICIES SHALL PROVIDE SUCH WAIVERS OF SUBROGATION BY ENDORSEMENT 36 Doc.04 3467 105.v2 OR OTHERWISE.A WAIVER OF SUBROGATION SHALL BE EFFECTIVE AS TO A PERSON OR ENTITY EVEN THOUGH THAT PERSON OR ENTITY WOULD OTHERWISE HAVE A DUTY OF INDEMNIFICATION,CONTRACTUAL OR OTHERWISE,DID NOT PAY THE INSURANCE PREMIUM DIRECTLY OR INDIRECTLY,AND WHETHER OR NOT THE PERSON OR ENTITY HAD AN INSURABLE INTEREST IN THE PROPERTY DAMAGED. THE WAIVER IN THIS SECTION WILL APPLY EVEN IF THE LOSS IS CAUSED IN WHOLE OR IN PART BY THE NEGLIGENCE OR STRICT LIABILITY OF THE RELEASED PERSON. THE WAIVER HEREIN ONLY APPLIES TO THE EXTENT AMOUNTS ARE PAID BY INSURANCE. NOTHING HEREIN REQUIRES THE OWNER TO SUBMIT A CLAIM TO ITS SEPARATE PROPERTY INSURANCE CARRIER,WHICH MAY BE SUBMITTED AT THE DISCRETION OF THE OWNER. THIS SECTION SURVIVES COMPLETION OF THE WORK OR TERMINATION OR EXPIRATION OF THIS AGREEMENT. ARTICLE 12 UNCOVERING AND CORRECTION OF WORK § 12.2.1 Before Substantial Completion. The following provision is added to the end of A201 § 12.2.1 Before Substantial Completion: No claim for extension of time shall be made or entertained on the basis of rejection of work in place. § 12.2.6 Not Exclusive Remedy. The following section is added to A201 § 12.2 Correction of Work as § 12.2.6 Not Exclusive Remedy: §12.2.6 Not Exclusive Remedy. The corrective remedies set forth in this Section 12.2(Correction of Work)are not exclusive and shall not deprive the Owner of any action,right or remedy otherwise available to it for breach of any of the provisions of the Contract Documents or at law. Owner shall be entitled to recover all attorney's fees,expert fees,litigation expenses,and court costs in connection with any breach of any provision of the Contract Documents. All warranties provided in the Contract Documents,and all provisions for correction of Work in Article 12(Uncovering and Correction of Work), shall include Work of Subcontractors and Sub-subcontractors,and materialmen and suppliers of every tier. § 12.2.7 Operation of Defective Equipment Prior to Correction. The following provision is added to A201 Article 12 Uncovering and Correction of Work to § 12.2 Correction of Work as § 12.2.7 Operation of Defective Equipment Prior to Correction: §12.2.7 Operation of Defective Equipment Prior to Correction. Owner shall have the right to operate equipment until defects are corrected and warranties met and shall have the right to operate rejected equipment until it is replaced without charge for depreciation,use or wear. ARTICLE 13 MISCELLANEOUS PROVISIONS § 13.3.3 Survival After Completion or Termination. The following provision is added to A201 Article 13 Miscellaneous Provisions to§ 13.3 Rights and Remedies as§ 13.3.3 Survival After Completion or Termination: § 1333 Survival After Completion or Termination.Except as specifically provided otherwise in this Agreement or the Contract Documents,each warranty,representation,indemnification provision,insurance requirement,and every other right,remedy and responsibility of Owner or Contractor under the Contract Documents shall survive completion of the Project,or the earlier termination of this Agreement. § 13.6 Written Notice. The following provision is added to A201 Article 13 Miscellaneous Provisions as § 13.6 Written Notice: §13.6 Written Notice. .1 Any notice or other document to be given pursuant to this Contract shall be in writing and shall be delivered(a)by hand deliver; (b)by a reputable overnight courier service(including,without limitation UPS,Fed Ex);(c)by United States registered or certified mail,return receipt requested, 37 Doc.04 3467105.v2 postage prepaid;(d)by facsimile;or(e)by electronic mail. All notices shall be addressed to the parties at the respective addresses set forth in the Agreement. .2 Notices sent as provided herein shall be deemed given and effective upon receipt. The burden of receipt shall be on the proponent. Electronic confirmation of receipt shall be prima facie proof of delivery by facsimile. .3 A party may change its address for receipt by the giving of a written notice of such change in accordance herewith. § 13.7 Costs and Attorneys' Fees. The following provision is added to A201 Article 13 Miscellaneous Provisions as § 13.7 Costs and Attorneys'Fees: §13.7 Costs and Attorneys'Fees. If any action at law or in equity is necessary to enforce or interpret the terms of the Contract Documents,the prevailing party shall be entitled to reasonable attorneys'fees,costs, and necessary disbursements in addition to any relief to which it may be entitled. § 13.8 Product Warranties and Substantial Completion. The following provision is added to A201 Article 13 Miscellaneous Provisions as§ 13.8 Product Warranties and Substantial Completion: §13.8 Product Warranties and Substantial Completion. The Work will not be considered suitable for Substantial Completion review until all components included in the Work are operational as designed and scheduled,all designated or required governmental inspections and certifications have been made and posted,designated instruction of Owner's personnel in the operation and maintenance of the improvements has been completed,all product warranty conditions have been satisfied,and all fmal finishes within the Contract Documents are in place. § 13.9 Owner Approval of Subcontractors. The following provision is added to A201 Article 13 Miscellaneous Provisions as§ 13.9 Owner Approval of Subcontractors: §13.9 Owner Approval of Subcontractors. Contractor has the right to subcontract any part,or all,of the Work herein agreed to be performed. With respect to all subcontracts and purchase orders,Owner shall not be obligated to pay more for the Work covered by such subcontract or purchase order than approved in writing by Owner prior to or contemporaneously with Contractor entering into such subcontract or purchase order. Contractor shall provide to Owner the names and phone numbers of subcontractors in each trade category. If after a subcontract has been let or has begun work,Owner in its sole discretion objects to continuance of the Work with the subcontractor,Owner may notify Contractor of such determination and Contractor shall substitute another subcontractor that is reasonably satisfactory to Owner. The amount payable by Owner to Contractor for the Work shall be equitably adjusted. § 13.10 Interpretation. The following provision is added to A201 Article 13 Miscellaneous Provisions as§ 13.10 Interpretation: §13.10 Interpretation. This Contract shall not be construed more or less favorable between the parties by reason of authorship or origin of language. Contractor agrees not to use the Drawings and specifications in connection with any other construction that Contractor may be involved with. This provision shall survive the completion of the Work. § 13.11 Assignment of Subcontracts and Orders. The following provision is added to A201 Article 13 Miscellaneous Provisions as§ 13.11 Assignment of Subcontracts and Orders: §13.11 Assignment of Subcontracts and Orders. Contractor hereby assigns to Owner(and its assigns)all its interest in any subcontracts and purchase orders now existing or hereafter entered into by Contractor for performance of any part of the Work which assignment twill be effective upon acceptance by Owner in writing and only as to those subcontracts and purchase orders which Owner designates in said writing. It is 38 Doc.04 3467105.v2 agreed and understood that Owner may accept said assignment at any time during the course of construction prior to final completion. It is further agreed that all subcontracts and purchase orders shall provide that they are freely assignable by Contractor to Owner and assigns. It is further agreed and understood that such assignment is part of the consideration to Owner for entering into this Contact with Contractor and may not be withdrawn prior to final completion. ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT § 14.2.1 Cause. The following provision is added to A201 Article 14 Termination or Suspension of Contract at the end of §14.2.1 Cause and the period at the end of.4 is changed to a semi-colon: .5 the Contractor becomes insolvent,or makes a transfer in fraud of creditors,or makes an assignment for the benefit of creditors; .6 the Contractor files or has filed against it a petition under any chapter or section of the United States Bankruptcy Code,as amended,or under any similar law or statute of the United States or any state thereof,or shall be adjudged bankrupt or insolvent in any legal proceeding; .7 a receiver or trustee is appointed for all or a significant portion of the assets of Contractor; .8 the Contractor actually or constructively abandons,or puts Owner on actual or constructive notice that it intends to abandon,the Project;or .9 the progress of construction is such that Owner reasonably believes that the Contractor shall not be able to achieve Substantial Completion within 30 days following the date of Substantial Completion required by the Agreement. Without limiting the foregoing,Owner shall be deemed to have a reasonable belief that the Contractor shall not be able to achieve Substantial Completion by the date required pursuant to the preceding sentence if the Contractor shall fail to achieve a critical milestone within 30 days of the date for such critical milestone set forth in the critical path schedule. § 14.2.2 Certain Rights and Remedies of Owner. The following provision is added to A201 Article 14 Termination or Suspension of Contract at the end of*14.2.2 Certain Rights and Remedies of Owner: Notwithstanding the foregoing,if Owner reasonably determines that Contractor's acts or omissions pose an immediate and substantial threat or danger of injury to persons or damage to the Work or other property, Owner may,without prejudice to any other rights or remedies granted by this Agreement or by law, immediately suspend Contractor's performance of the Work,take immediate possession of the Project site, take such further action reasonably necessary to prevent,mitigate against,remove,or repair such threat or damage,and deduct such costs and expenses it reasonably incurs from any sums due and owing to the Contractor,or,in the absence thereof,to recover such costs and expenses from the Contractor. It is recognized that if Contractor is adjudged a bankrupt,or makes a general assignment for the benefit of creditors,or if a receiver is appointed for the benefit of its creditors,or if a receiver is appointed on account of its insolvency,such could impair or frustrate Contractor's performance of this Agreement. Accordingly, it is agreed that upon the occurrence of any such event,owner shall be entitled to request of Contractor or its successor in interest adequate assurance of future performance in accordance with the terms and conditions hereof. Failure to comply with such request within 10 days of delivery of the request shall entitle Owner to terminate this Agreement and to the accompanying rights set forth above. In all events pending receipt of adequate assurance of performance and actual performance in accordance therewith, Owner shall be entitled to proceed with the Work with its own forces or with other contractors on a time and material or other appropriate basis the cost of which will be back charged against the Contract Sum hereof. § 14.2 Termination by the Owner for Cause. The following provision is added to A201 Article 14 Miscellaneous Provisions as§ 14.2.5 Insolvency. §14.2.5 Insolvency. It is recognized that(i) if an order for relief is entered on behalf of or against the Contractor pursuant to Title 11 of the United States Code,(ii)if any other similar order is entered under any other debtor relief laws,(iii)if the Contractor makes a general assignment of the benefit of its creditors, 39 Doc.04 3467105.v2 (iv)if a receiver is appointed for the benefit of creditors,or(v)if a receiver is appointed on account of its insolvency,any such event could impair or frustrate the Contractor's performance of the Contract Documents. Accordingly,it is agreed that upon the occurrence of any such event,the Owner,in addition to other rights and remedies hereunder,shall be entitled to request of the Contractor or its successor in interest adequate assurance of future performance in accordance with the terms and conditions of the Contract Documents. Failure to comply with such request within 10 days of delivery of the request shall entitle the Owner to terminate the Contract Documents and to the accompanying rights set forth above in Section 14.2.2(Termination by Owner for Cause). In all events,pending receipt of adequate assurance of performance and actual performance in accordance therewith,the Owner shall be entitled to proceed with the Work with its own forces or with other contractors on a time and material or other appropriate basis,the cost of which will be back-charged against the Contract Sum. § 14.4.3 Monies Owing. The following provision is substituted in A201 Article 14 Termination or Suspension of Contract for§14.4.3 Monies Owing: §14.4.3 Monies Owing. In case of such termination for the Owner's convenience,the Contractor shall be paid for the Work properly executed in accordance with the Contract Documents prior to the effective date of termination,as measured by the Contract Sum,and the direct,actual,and unavoidable(by exercising reasonable care)costs incurred by Contractor in terminating the Work,including the cost of canceling subcontracts and purchase orders not assumed by Owner and other such out-of-pocket costs incurred by Contractor to third parties with respect to termination of this Agreement. Owner shall not be responsible for any lost profits or reimbursement for overhead on the Work not performed. The amounts owing by Owner to Contractor pursuant to this Section shall be as specified in Contractor's final Application for Payment approved by Owner. In addition to payment for the Work performed prior to the effective date of termination and for any Work performed following the date of termination pursuant to Owner's written request,Contractor shall be entitled to payment for materials timely fabricated off the Project site and delivered and stored in accordance with the Owner's instructions. ARTICLE 15 CLAIMS AND DISPUTES § 15.1.3.1 Conditions Discovered Prior to the Expiration of Correction of Work Period. AIA A201 § 15.1.3.1 is deleted and replaced with the following: §15.1.3.1 Conditions Discovered Prior to the Expiration of Correction of Work Period. .1 Where the condition giving rise to a Claim for an increase in the Contract Sum or Contract Time occurs prior to the expiration of the period for correction of the Work set forth in Section 12.2.2 (Correction of Work-After Substantial Completion),the Contractor must notify the Owner and Architect in writing of the happening of an event from which a Claim will result within 10 days after learning of the occurrence of the event giving rise to a Claim or within 10 days after the Contractor should have first recognized the condition giving rise to the Claim,whichever is earlier. The notice must be in sufficient detail to enable Owner and Architect to thoroughly investigate the event. .2 Within 20 days of providing notice of the event from which a Claim will result,Contractor must provide Owner and Architect complete and detailed documentation concerning the circumstances giving rise to the event and the nature and impact of such event,including all relevant photographs. .3 For Claims for delay,the detailed documentation must include and identify the activities on the critical path that are delayed,the cause and amount of such delay(including the relevant dates and information),and any data in support thereof. The parties acknowledge that the failure to timely provide the foregoing information prejudices Owner. Contractor's failure to fully comply with the requirements of this Section 15.1.3.1 constitutes a waiver of Contractor's Claims. § 15.1.5 Claims for Additional Cost. AIA A201 § 15.1.5 is deleted and replaced with the following: 40 Doc.04 3467105.v2 § 15.1.5 Claims for Additional Cost. If the Contractor wishes to make a Claim for an increase in the Contract Sum,written notice as provided herein shall be given before proceeding to execute the Work. Prior notice is not required for Claims relating to an emergency endangering life or property arising under Section 10.4(Emergencies). Said notice shall itemize all claims and shall contain sufficient detail and substantiating data to permit their evaluation by Owner and Architect. No such claim shall be valid unless so made. Any change in the Contract Sum resulting from such claim shall be authorized by Change Order or Construction Change Directive,as the case may be. § 15.1.6 Contents of Claim. AIA A201 § 15.1.6.1 is deleted and replaced with the following: §15.1.6.1 Contents of Claim. If the Contractor wishes to make a Claim for an increase in the Contract Time, Contractor must comply with Section 15.1.3.1 (Notice of Claims - Condition Discovered Prior to Expiration of Correction of Work Period) and must also provide written notice of the Claim (setting forth and substantiating the amount of time sought in the Claim and any associated increases in General Condition Costs) to the Owner and Architect at the time the detailed documentation is provided to the Owner and Architect pursuant to Section 15.1.3.1 (Notice of Claims - Condition Discovered Prior to Expiration of Correction of Work Period). In the case of a continuing delay, only one Claim is necessary. The Contractor shall provide such additional supporting documentation as the Owner may require including, where appropriate,a revised Working Update Schedule indicating all the activities on the critical path of the Work that are affected by the circumstances forming the basis of the Claim. § 15.1.6.3 Recognized Number of Adverse Weather Days. AIA A201 § 15.1.6 Claims for Additional Time is amended to add the following section thereto as§ 15.1.6.3 Recognized Number of Adverse Weather Days. §15.1.6.3 Recognized Number of Adverse Weather Days. .1 If adverse weather days are the basis for a Claim for additional time to the extent permitted by Section 93.1 (Basis Upon Which Delay and Extension is Determined),Contractor must comply with Section 15.1.3.1 (Notice of Claims-Condition Discovered Prior to Expiration of Correction of Work Period)and such Claim shall be documented and shall only be allowed (i) to the extent supported by data substantiating that weather conditions were"abnormal" for the period of time,could not have been reasonably anticipated,and had an adverse impact on the scheduled critical path of the Work,and (ii) if the Contractor has complied with the notice requirements herein. "Abnormal"means"above 65 rain days". A total of 65 rain days have been set for this Project, including anticipated residual impacts following rain days. An extension of time due to rain days will be considered only after 65 rain days have been exceed in a calendar year and the Owner has determined that an adverse impact on the critical path of the Work has resulted from the excessive rainfall. Rain days are to be incorporated into the Schedule and unused rain days will be considered"float time"which may be consumed by the Owner or Contractor in delay claims. The deadline for achieving Substantial Completion already contemplates that within said period Work will not be undertaken on the Project due to holidays(e.g.,Easter,July 4)and anticipated adverse weather days. The deadline for achieving Substantial Completion will not be extended for the occurrence of adverse weather days or resulting site conditions for the following number of days each month which are agreed to by Owner and Contractor as being normal for the period: Jan. Feb. March April May June July Aug. Sep. Oct. Nov. Dec. 3 3 2 3 4 4 3 4 7 4 3 3 .2 "Rain days" shall not be considered a basis for an extension of the Contract Time until and unless the aggregate number of working days negatively affected by the weather or rain are in excess of the annual average rain days in the NOAA Records for Corpus Christi,Texas at the Power Street 41 Doc.04 3467105.v2 Storm Water Pump Station or other weather station as mutually agree able to Owner and Contractor("Gauge")for the period.A"rain day" is defined as any day in which the amount of rain at the Gauge is 0.50 inch or greater. .3 Only whole days shall be considered in the calculations. Partial weather days shall be accumulated and counted only in half-day increments and must be aggregated to amount to a full day before being counted in the calculation for delay. .4 Any adverse effect on the scheduled construction shall be demonstrable on the Contractor's most recent monthly Working Update Schedule. .5 Notwithstanding any other provision herein,any claims for additional time based on adverse weather shall be brought no later than 15 days from the end of the month in which the delay occurred or those claims are waived. § 15.1.7 Deletion of Waiver of Claims for Consequential Damages. The Owner and the Contractor agree that A201§ 15.1.7 Waiver of Claims for Consequential Damages is deleted. § 15.1.8 Predicate for Claims for Additional Time. The following provision is added to A201 Article 15 Claims and Disputes as§ 15.1.8 Predicate for Claims for Additional Time. §15.1.8 Predicate for Claims for Additional Time. Claims for additional time based upon causes other than adverse weather will not be granted unless the Contractor satisfies the Architect that: (a)the event upon which the Claim is predicated was not within the control of or caused by the Contractor;and(b)the construction schedule cannot be revised so as to reasonably accommodate and absorb the event into the construction schedule within the remaining Contract Time. § 15.1.9 Saturdays and Sundays.The following provision is added to A201 Article 15 Claims and Disputes as§ 15.1.9. §15.1.9 Saturdays and Sundays. Neither Saturdays nor Sundays shall be included in the Claim for additional time unless the Contractor furnishes to Architect proof that(a)Contractor's current Work schedule on file with Architect indicated that Contractor was scheduled to work on each Saturday or Sunday for which an extension is sought and that Contractor had,in fact,been complying with such construction schedule;or(b)Contractor had scheduled critical Work to be performed on such Saturday or Sunday for which an extension of the Contract Time is sought and that such Work had to be aborted because of adverse weather or other cause meeting the requirements of Section 15.1.5.2 above. § 15.1.10 Required Notice of Occurrences or Events Entitling Contractor to Additional Time.The following provision is added to A201 Article 15 Claims and Disputes as§ 15.1.10 Required Notice of Occurrences or Events Entitling Contractor to Additional Time: §15.1.10 Required Notice of Occurrences or Events Entitling Contractor to Additional Time. In the event the progress of the Work is delayed or interrupted by occurrences or events which entitle Contractor to an extension of time pursuant to the terms of this Contract,then the scheduled final completion date shall be extended for a period equal to the length of such delay if within 7 days after the commencement of any such delay,Contractor delivers to Owner a written notice of such delay stating the nature thereof and within 7 days following the expiration of any such delay provides a written request for extension of the scheduled completion date by reason of such delay and such request is approved by the Architect or by Owner,which approval shall not be unreasonably withheld. Failure to deliver any such notice or request within the required period shall constitute an irrevocable waiver of any extension of the scheduled completion date by reason of the cause in respect of which such notice and request were required. No extension of the scheduled completion date(or right on the party of Contractor to secure any such extension)pursuant to this Section shall prejudice any right Owner may have under this Contract,or otherwise,to terminate this Agreement. § 15.4 Deletion of Arbitration. Owner and Contractor agree that A201§ 15.4 Arbitration is deleted. 42 Doc.04 3467105.v2 lP , C-1/X-IA Document A101TM - 2017 Exhibit A Insurance and Bonds This Insurance and Bonds Exhibit is part of the Agreement,between the Owner and the Contractor,dated as of the 16th day of July in the year 2019 (In words,indicate day,month and year.) ADDITIONS AND DELETIONS: for the following PROJECT: The author of this document has (Name and location or address) added information needed for its completion.The author may also have revised the text of the original Del Mar College Project AIA standard form.An Additions and South Campus Phase IA Bid Package I, Deletions Report that notes added Central Plant,Utilities,and Excavation information as well as revisions to the standard form text is available from THE OWNER: the author and should be reviewed.A (Name, legal status and address) vertical line in the left margin of this document indicates where the author Del Mar College District, has added necessary information a Texas junior college established under Chapter 130 of the Texas Education Code and where the author has added to or 101 Baldwin Boulevard deleted from the original AIA text. Corpus Christi,Texas 78404 This document has important legal Attn:August Alfonso Vice President of Facilities Operation and consequences.Consultation with an Chief Information Officer attoorneyrney i s encouraged with respect to its completion or modification. Office: 361.698.1300 Cell:361.439.3977 This document is intended to be used in conjunction with AIA Document THE CONTRACTOR: A201 TM-2017,General Conditions of (Name,legal status and address) the Contract for Construction.Article 11 of A201 TM-2017 contains Fulton Construction Corp./Coastcon Corp. A Joint Venture additional insurance provisions. Mailing Address: P.O.Box 9486 Corpus Christi,Texas 78469-9486 Attn.: Philip Skrobarcyzk Address of Principal Office: 1102 Second Street Corpus Christi,Texas Attn:Philip Skrobarcyzk,Principal In Charge Primary Contact: Philip Skrobarcyzk,Principal In Charge Office:361-993-5200 Cell: 361-816-2036 Fax: 361-993-8005 Email:pskrobar@fultonconst.comJob No.: AIA Document A101".—2017 Exhibit A.Copyright O 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA,Document Is Init. protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA5 Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 15:59:24 ET on 07/15/2019 under Order No.5363042475 which expires on 07/08/2020.and is not for resale. User Notes: (812664377) TABLE OF ARTICLES A.1 GENERAL A.2 OWNER'S INSURANCE A.3 CONTRACTOR'S INSURANCE AND BONDS A.4 SPECIAL TERMS AND CONDITIONS GDHM 3479822 Doc.05 ARTICLE A.1 GENERAL The Owner and Contractor shall purchase and maintain insurance,and provide bonds,as set forth in this Exhibit.As used in this Exhibit,the term General Conditions refers to AIA Document A201T`_2017,General Conditions of the Contract for Construction,as modified by the parties. ARTICLE A.2 OWNER'S INSURANCE §A.2.1 General Prior to commencement of the Work,the Owner shall secure the insurance,and provide evidence of the coverage, required under this Article A.2(Owner's Insurance)and,upon the Contractor's request,provide a copy of the property insurance policy or policies required by Section A.2.3(Required Property Insurance).The copy of the policy or policies provided shall contain all applicable conditions,definitions,exclusions,and endorsements. §A.2.2 Liability Insurance The Owner shall be responsible for purchasing and maintaining the Owner's usual general liability insurance. §A.2.3 Required Property Insurance §A.2.3.1 Builder's Risk Insurance. The Owner shall purchase and maintain, .1 State Authorized Insurer;Completed Value Form;Replacement Cost Basis: from an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located,property insurance written on a builder's risk"all-risks"("Builder's Risk Insurance")completed value or equivalent policy form and sufficient to cover the total value of the entire Project on a replacement cost basis. .2 Amount: The Owner's property insurance coverage shall be no less than the amount of the initial Contract Sum. .3 Duration of Coverage: The property insurance shall be maintained until Substantial Completion and thereafter as provided in Section A.2.3.1.3(Insured Amount;Duration of Coverage),unless otherwise provided in the Contract Documents or otherwise agreed in writing by the parties to this Agreement. .4 Insureds: This insurance shall include the interests of the Owner in the Project as insured. 5. Mortgagees and Loss Payees: This insurance shall include the interests of mortgagees as loss payees. §A.2.3.1.1 Causes of Loss.The insurance required by this Section A.2.3.1 (Causes of Loss)shall 1. Direct Physical Loss or Damage: provide coverage for direct physical loss or damage,and 2. Not Exclude: shall not exclude the risks of fire,explosion,theft,vandalism,malicious mischief,collapse, earthquake,flood,or windstorm. AIA Document A101"'—2017 Exhibit A.Copyright©2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA*Document Is Init. protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA*Document,or any portion of It,may 2 result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 15:59:24 ET on 07/15/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (812664377) 3. Errors,Omissions or Deficiency: The insurance shall also provide coverage for ensuing loss or resulting damage from error,omission,or deficiency in construction methods,design,specifications,workmanship,or materials. (Table deleted) §A.2.3.1.2 Specific Required Coverages. 1. Temporary Structures;Building Systems: The insurance required by this Section A.2.3.1(Builder's Risk) shall provide coverage for loss or damage to falsework and other temporary structures,and to building systems from testing and startup. 2. Debris Removal:The insurance shall also cover debris removal,including demolition occasioned by enforcement of any applicable legal requirements,and reasonable compensation for the Architect's and Contractor's services and expenses required as a result of such insured loss,including claim preparation expenses. (Paragraphs deleted) §A.2.3.1.3 Insured Amount;Duration of Coverage.Unless the parties agree otherwise,upon Substantial Completion, the Owner shall continue the insurance required by Section A.2.3.1 (Builder's Risk)or,if necessary,replace the insurance policy required under Section A.2.3.1(Builder's Risk)with property insurance written for the total value of the Project that shall remain in effect until expiration of the period for correction of the Work set forth in Section 12.2.2(After Substantial Completion)of the General Conditions. §A.2.3.1.4 Deductibles and Self-Insured Retentions.If the insurance required by this Section A.2.3(Required Property Insurance)is subject to deductibles or self-insured retentions,the Owner shall be responsible for all loss not covered because of such deductibles or retentions. §A.2.3.2 Occupancy or Use Prior to Substantial Completion. 1. Consent for Occupancy Prior to Substantial Completion: The Owner's occupancy or use of any completed or partially completed portion of the Work prior to Substantial Completion shall not commence until the insurance company or companies providing the insurance under Section A.2.3.1 (Builder's Risk)have consented in writing to the continuance of coverage. 2. Take No Action That: The Owner and the Contractor shall take no action with respect to partial occupancy or use that would cause cancellation,lapse,or reduction of insurance,unless they agree otherwise in writing. §A.2.3.3 Insurance for Existing Structures If the Work involves remodeling an existing structure or constructing an addition to an existing structure,the Owner shall purchase and maintain,until the expiration of the period for correction of Work as set forth in Section 12.2.2 (After Substantial Completion)of the General Conditions,"all-risks"property insurance,on a replacement cost basis, protecting the existing structure against direct physical loss or damage from the causes of loss identified in Section A.2.3.1(Builder's Risk),notwithstanding the undertaking of the Work.The Owner shall be responsible for all co-insurance penalties. §A.2.4 Optional Extended Property Insurance. [Intentionally deleted.] (Paragraph deleted) (Paragraphs deleted) §A.2.5 Other Optional Insurance. (Paragraphs deleted) [Intentionally deleted.] (Paragraphs deleted) ARTICLE A.3 CONTRACTOR'S INSURANCE AND BONDS §A.3.1 General §A.3.1.1 Certificates of Insurance. AIA Document A101 T"—2017 Exhibit A.Copyright®2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA'Document is Init. protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA'Document,or any portion of it,may 3 result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 15:59:24 ET on 07/15/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (812664377) §A.3.1.1.1 Times Provided.The Contractor shall provide certificates of insurance acceptable to the Owner evidencing compliance with the requirements in this Article A.3(Contractor's Insurance And Bonds)at the following times: (1) Prior to Work: prior to commencement of the Work; (2) Upon Renewal or Replacement: upon renewal or replacement of each required policy of insurance;and (3) Thereafter: Thereafter,additional certificates evidencing continuation of commercial liability coverage, including coverage for completed operations,shall be submitted with the final Application for Payment and thereafter upon renewal or replacement of such coverage until the expiration of the periods required by Section A.3.2.1 (Types; Limits;Duration of Insurance Coverage)and Section A.3.3.1 (State Authorized Insurers;Duration of Insurance Coverage). §A.3.1.1.2 Additional Insureds Shown. The certificates will show the Owner Parties each as an additional insured on the Contractor's Commercial General Liability and excess or umbrella liability policy or policies and Business Auto Policy. §A.3.1.1.3 Forms. The certificates of insurance shall be(I)an ACORD form currently dated,issued by or on behalf of the insurers to Owner as Certificate Holder certifying the existence of the insurance required to be provided by Contractor; and(2)attached thereto a copy of each of the Endorsements required to be issued by these Insurance Specifications(including the following: the General Aggregate Designated to Project Endorsement,the Additional Insured Endorsements,the Primary-Noncontributory Endorsements,the Waiver of Subrogation Endorsements,and the Notice of Cancellation-Material Change Endorsements)along with the Schedule of Forms and Endorsements page of the respective policy listing the required Endorsements as issued modifications to the policy(and to the extent that these coverages and provisions are included in the policy language and not by endorsement or modification or are effected by blanket endorsements,then a copy of the relevant portions of the policy and issued forms providing such coverages and provisions). §A.3.1.2 Deductibles and Self-Insured Retentions.The Contractor shall disclose to the Owner any deductible or self- insured retentions applicable to any insurance required to be provided by the Contractor. §A.3.1.3 Additional Insured Obligations. §A.3.1.3.1 Additional Insureds. To the fullest extent permitted by law,the Contractor shall cause the commercial general liability coverage to include (1) During Operations: the Owner,the Board of Regents of Owner,the Owner's employees,AGCM Inc,the Owner's consultants,the Architects(Gensler Architects and Turner Ramirez Architects„and the Architect's consultants,and such other persons as may be designated by Owner to Contractor to be additional insureds (collectively,the"Owner Parties")as additional insureds for claims caused in whole or in part by the Contractor's negligent acts or omissions during the Contractor's operations;and (2)During Completed Operations: the Owner as an additional insured for claims caused in whole or in part by the Contractor's negligent acts or omissions for which loss occurs during completed operations. §A.3.1.3.2 Primary and Non-Contributory:The additional insured coverage shall be primary and non-contributory to any of the Owner's general liability insurance policies and shall apply to both ongoing and completed operations. This insurance shall be endorsed to provide primary and noncontributing liability coverage by ISO CG 20 01 04 13. It is the specific intent of the parties to the Agreement that all insurance required herein shall be primary to and shall seek no contribution from all insurance held by Owner Parties,with Owner Parties'insurance being excess,secondary and noncontributing. §A.3.1.3.3 ISO Forms. To the extent commercially available,the additional insured coverage shall be no less than that provided by Insurance Services Office,Inc.(ISO)forms CG 20 10 07 04,CC 20 37 07 04,and,with respect to the Architect and the Architect's consultants,CC 20 32 07 04. AIA Document A101 T"—2017 Exhibit A.Copyright©2017 by The American institute of Architects.All rights reserved.WARNING:This AIA,Document is Init. protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA'Document,or any portion of It,may 4 result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 15:59:24 ET on 07/15/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (812664377) §A.3.2 Contractor's Required Insurance Coverage §A.3.2.1 Types;Limits;Duration of Insurance Coverage. §A.3.2.1.1 Types;Limits.The Contractor shall purchase and maintain the following types and limits of insurance from an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located. §A.3.2.1.2 Duration of Insurance Coverage.The Contractor shall maintain the required insurance until the expiration of the period for correction of Work as set forth in Section 12.2.2(After Substantial Completion)of the General Conditions, and thereafter as stated below: (if the Contractor is required to maintain insurance for a duration other than the expiration of the period for correction of Work,state the duration.) and thereafter fora period of 10 years after final completion of the Work. §A.3.2.2 Commercial General Liability §A.3.2.2.1 Occurrence Form;Limits;Coverage. Commercial General Liability insurance for the Project written on an ISO CG 00 01 [or a substitute providing equivalent coverage]occurrence form with policy limits of not less than the following limits(which limits may be the aggregate of a primary policy and an umbrella policy): S 5,000,000.00 each occurrence, S 5,000,000.00 general aggregate and the general aggregate shall apply separately to this Project, and S 5,000,000.00 aggregate for products-completed operations hazard, providing coverage for claims including .1 Bodily Injury: damages because of bodily injury,sickness or disease,including occupational sickness or disease,and death of any person; .2 Personal and Advertising Injury: personal injury and advertising injury; .3 Damage or Destruction of Tangible Property: damages because of physical damage to or destruction of tangible property,including the loss of use of such property; .4 Completed Operations: bodily injury or property damage arising out of completed operations;and .5 Insured Contracts: the Contractor's indemnity obligations under Section 3.18(Indemnification)of the General Conditions;and with .6 Waiver of Subrogation: This insurance is to be endorsed with an ISO CG 24 04 05 09 Waiver of Transfer of Rights of Recovery Against Others Endorsement,or equivalent,to include a waiver of subrogation by insurer as to the Owner Parties and such other persons as arc designated by Owner to Contractor as additional insureds;and with .7 Notice: This insurance is to contain a provision for 30 days'prior written notice by insurance carrier to Owner required for cancellation or material change. §A.3.2.2.2 Prohibitions.The Contractor's Commercial General Liability policy under this Section A.3.2.2 (Commercial General Liability Insurance)shall not contain an exclusion or restriction of coverage for the following: AIA Document A101'"—2017 Exhibit A.Copyright @ 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIN,Document Is Init. protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA®Document,or any portion of it,may 5 result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 15:59:24 ET on 07/15/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (812664377) .1 Insured vs.Insured Exclulsion: Claims by one insured against another insured,if the exclusion or restriction is based solely on the fact that the claimant is an insured,and there would otherwise be coverage for the claim. .2 Property Damage Arising Out of Work Performed by Subcontractors:Claims for property damage to the Contractor's Work arising out of the products-completed operations hazard where the damaged Work or the Work out of which the damage arises was performed by a Subcontractor. .3 Bodily Injury Other Than to Employees of Insured: Claims for bodily injury other than to employees of the insured. .4 Indemnity as to Injuries to Employees of Insured: Claims for indemnity under Section 3.18 (Indemnification)of the General Conditions arising out of injury to employees of the insured. .5 Prior Work Endorsement: Claims or loss excluded under a prior work endorsement or other similar exclusionary language. .6 Physical Damage under Prior Injury: Claims or loss due to physical damage under a prior injury endorsement or similar exclusionary language. .7 Habitational Projects: Claims related to residential,multi-family,or other habitational projects,if the Work is to be performed on such a project. .8 Roofing: Claims related to roofing,if the Work involves roofing. .9 EIFS: Claims related to exterior insulation finish systems("EIFS"),synthetic stucco or similar exterior coatings or surfaces,if the Work involves such coatings or surfaces. .10 Earth Subsidence or Movement: Claims related to earth subsidence or movement,where the Work involves such hazards. .11 XCU: Claims related to explosion,collapse and underground hazards,where the Work involves such hazards. .12 Contractual Liability Limitation: ISO CG 21 39 Contractual Liability Limitation is not:permitted. .13 Amendment of Insured Contract Definition. ISO CG 24 26 Amendment of Insured Contract Definition is not permitted. .14 Limitation of Coverage to Designate Premises or Project. ISO CG 21 44 Limitation of Coverage to Designated Premises or Project is not permitted. .15 Employer's Liability Exclusion. Any endorsement modifying or deleting the exception to the Employer's Liability Exclusion is not permitted. .16 Punitive,Exemplary or Multiplied Damage Exclusion. Any type of punitive,exemplary or multiplied damages exclusion is not permitted. §A.3.2.2.3 Electronic Data Endorsement. This insurance is to include an ISO CG 04 37 Electronic Data Liability endorsement with coverage to the full limits of the policy. §A.3,2.3 Business Automobile Liability.Automobile Liability covering vehicles owned,and non-owned vehicles used, by the Contractor,with policy limits of not less than AIA Document A101'"—2017 Exhibit A.Copyright 0 2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA'Document Is Init. protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA*Document,or any portion of it,may 6 result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 15:59:24 ET on 07/15/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (812664377) $3,000,000.00 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. .1 Additional Insured. Additional insured status shall be provided in favor of Owner Parties and such other persons as are designated by Owner to Contractor as additional insureds,on ISO CA 20 48 10 13. .2 Waiver of Subrogation. This insurance is to include a waiver of subrogation by insurer as to the Owner Parties and such other persons as are designated by Owner to Contractor on ISO CA 04 44 10 13. §A.3.2.4 Combination of Policies;Umbrella Liability.The Contractor may achieve the required limits and coverage for Commercial General Liability and Automobile Liability through a combination of primary and excess or umbrella liability insurance,provided such primary and excess or umbrella insurance policies result in the same or greater coverage as the coverages required under Section A.3.2.2(Commercial General Liability)and A.3.2.3(Business Automobile Liability),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. This insurance shall be primary and non-contributing liability coverage. It is the specific intent of the parties to the Agreement that all insurance held by the Owner Parties shall be excess,secondary and non-contributory. .1 Waiver of Subrogation. This insurance is to include a waiver of subrogation by insurer as to the Owner Parties and such other persons as are designated by Owner to Contractor. .2 Notice. This insurance shall be endorsed to provide a 30 days'notice of cancellation to Owner. .3 Concurrency. Such coverage shall have the same inception date as the Commercial General Liability, Automobile Liability and employer's liability coverages. §A.3.2.5 Workers'Compensation.Workers'Compensation at no less than the statutory limits. This insurance is to cover liability arising out the Contractor's employment of workers and anyone for whom the contractor may be liability for workers'compensation claims. Worker's compensation insurance is required and no"alternative"form of insurance is permitted. This insurance is to include a waiver of subrogation by insurer as to the Owner Parties and such other persons as are designated by Owner to Contractor,on form WC 42 03 04. §A.3.2.6 Employer's Liability.Employers'Liability with policy limits not less than $ 1,000,000.00 each accident, S 1,000,000.00 each employee,and S 1,000,000.00 policy limit. §A.3.2.7 Navigable Waters Hazards.[Intentionally deleted.] §A.3.2.8 Professional Liability.If the Contractor is required to furnish professional services as part of the Work,the Contractor shall procure Professional Liability insurance covering performance of the professional services,with policy limits of not less than $ 1,000,000.00 per claim and $2,000,000.00 in the aggregate. .1 Scope. Such insurance shall cover all services rendered by the Contractor and its Subcontractors under the Agreement. .2 Claims Made and Retroactive Date. Professional liability coverage may be on a"claims made"basis. With respect to any of the professional liability policies any such"claims made"policies are canceled or not renewed,Contractor(or subcontractor if the case)shall provide a substitute insurance policy(ies) with terms and conditions and in amounts which comply with the terms of the Contract Documents and AIA Document A101"4—2017 Exhibit A.Copyright®2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA'Document is Init. protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA'Document,or any portion of It,may 7 result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 15:59:24 ET on 07/15/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (812664377) which provides for retroactive coverage to the date of cancellation or non-renewal to fill any gaps in coverage which may exist due to the cancellation or non-renewal of the prior"claims made"policies. With respect to all"claims made"policies which are renewed,Contractor(or subcontractor if the case) shall provide coverage retroactive to the date of commencement of the Work in said renewed policy.All said substitute or renewed"claims made"policies shall be maintained in full force and effect for the term of the Statute of Repose.Nothing herein shall affect the continuing effect of the indemnity clauses in the Contract Documents. .3 Term. Policies written on a claims-made basis shall be maintained for at least the 10-year term of the Statute of Repose beyond termination of the Agreement. The purchase of an extended discovery period or an extended reporting period on a"claims made"policy will not be sufficient to meet the terms of this provision. .4 Waiver of Subrogation. Contractor shall cause this insurance to be endorsed to waive all rights of subrogation in favor of Owner Parties. .5 Notice. This insurance shall be endorsed to provide a 30 days'notice of cancellation to Owner. §A.3.2.9 Pollution Liability.If the Work involves the transport,dissemination,use,or release of pollutants,the Contractor shall procure Pollution Liability insurance,with policy limits of not less than (S )per claim and (S )in the aggregate. §A.3.2.10 Combined Policy. [Intentionally deleted.] §A.3.2.11 Maritime Liability. [Intentionally deleted.] §A.3.2.12 Aircraft Liability. [Intentionally deleted.] §A.3.3 Contractor's Other Insurance Coverage §A.3.3.1 State Authorized Insurers;Duration of Insurance Coverage. §A.3.3.1.1 State Authorized Insurers. Insurance selected and described in this Section A.3.3(Contractor's Other Insurance Coverage)shall be purchased from an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located. §A.3.3.1.2 Duration of Insurance Coverage. The Contractor shall maintain the required insurance as stated below: (If the Contractor is required to maintain any of the types of insurance selected below for a duration other than the expiration of the period for correction of Work,state the duration.) (1) Commercial General Liability. Contractor agrees to maintain the Commercial General Liability insurance required herein in identical form and amount,including required endorsements,for at least 10 years following final completion of the Work. (2) Products-Completed Operations Coverage. Contractor agrees to maintain Products-Completed Operations coverage with respect to the Work performed under the Agreement in identical coverage, form and amount,including required endorsements,for at least 10 years following final completion of the Work. §A.3.3.2 Types and Limits.The Contractor shall purchase and maintain the following types and limits of insurance in accordance with Section A.3.3.1 (State Authorized Insurers;Duration of Insurance Coverage). (Select the types of insurance the Contractor is required to purchase and maintain by placing an X in the box(es)next to the description(s)of selected insurance. Where policy limits are provided, include the policy limit in the appropriate fill point.) AIA Document A1011'—2017 Exhibit A.Copyright©2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA®Document Is Init. protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIM Document,or any portion of it,may 8 result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 15:59:24 ET on 07/15/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (812664377) [ ] §A.3.3.2.1 [Intentionally deleted.] El §A.3.3.2.2 Railroad Protective Liability Insurance.[Intentionally deleted.] §A.3.3.2.3 Asbestos Abatement Liability Insurance. [Intentionally deleted.] [ ] §A.3.3.2.4 Insurance for physical damage to property.[Intentionally deleted.] [ X ] §A.3.3.2.5 Property insurance on an"all-risks"completed value form,covering property owned by the Contractor and used on the Project,including scaffolding and other equipment. [ ] §A.3.3.2.6 Other Insurance (List below any other insurance coverage to be provided by the Contractor and any applicable limits.) Coverage Limits §A.3.4 Performance Bond and Payment Bond The Contractor shall provide surety bonds,from a company or companies lawfully authorized to issue surety bonds in the jurisdiction where the Project is located,as follows: (Specify type and penal sum of bonds.) Type Penal Sum($0.00) Payment Bond Contract Sum Performance Bond Contract Sum Payment and Performance Bonds shall be in the form attached as Exhibits to the Contract and issued by an issuer that is at least a Best's Key Rating Guide ANTI company and listed on the United States Department of the Treasury's List of Acceptable Sureties and Reinsurers(the"T"list). ARTICLE A.4 SPECIAL TERMS AND CONDITIONS Special terms and conditions that modify this Insurance and Bonds Exhibit,if any,are as follows: §A.4.1 Subcontractor's Insurance §A.4.1.1 Coverage. Contractor shall cause subcontractors of every tier to purchase and maintain insurance meeting the same specifications as set out for Contractor(except as modified by amounts and coverage limitations as are approved in writing by Owner prior to subcontractor entering on the Project site)of the types listed above. §A.4.1.2 Additional Insureds. Each subcontractor's CGL and BAP liability policy shall designate Owner,its regents and employees as additional insureds by additional insured endorsements in form acceptable to Owner. §A.4.1.3 Waiver of Subrogation. This insurance is to be endorsed to include a waiver of subrogation by insurer as to the Owner,its regents and its employees,Gensler Architects,Turner Ramirez Architects,AGCM Inc.and such other persons as arc designated by Owner to Contractor,as additional insureds. §A.4.1 4. Evidence of Insurance. Contractor shall provide Owner certificates of insurance as to each subcontractor performing Work prior to the subcontractor's entry on the Property certified to Owner as Certificate Holder at the first address for Owner above. §A.4.2 General Insurance Requirements. .1 Policies. All policies be written through insurance companies authorized to do business in the State of Texas which the work is to be performed and rated no less than A-:VII in the most current edition of A.M.Best's Key AIA Document A101".—2017 Exhibit A.Copyright®2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA°Document Is Inst. protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA''Document,or any portion of it,may 9 result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software al 15:59:24 ET on 07/15/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (812664377) Rating Guide at all times Work is to be performed,unless a different rating is approved by Owner. .2 Forms. If the forms of policies,endorsements,certificates or evidence of insurance required by these insurance specifications are superseded or discontinued,Owner will have the right to require other equivalent forms. Any policy or endorsement form other than a form specified in this Exhibit must be approved in advance by Owner. .3 Copies of Policies. Contractor will provide to Owner a certified copy of any or all insurance policies and endorsements. .4 Limits. "Limits"set out in these specifications are the minimum dollar amount of insured coverage for the risk,cause of loss or peril specified. If Contractor maintains greater limits,then these specifications shall not limit the amount of recovery available to Owner Parties and the limits specified above as the minimum limits are increased to the greater limits. .5 Deductibles. No deductible or self-insured retention shall exceed S25,000 without prior written approval of the Owner. All deductibles and/or retentions shall be paid by,assumed by,for the account of,and at the Contractor's sole risk. §A.4.3 Miscellaneous. .1 No Waiver. Failure of any Owner Party to demand such certificate or other evidence of full compliance with these insurance requirements or failure of any Owner Party to identify a deficiency from evidence that is provided shall not be construed as a waiver of the Contractor's obligation to maintain such insurance. .2 Suspension. Owner shall have the right,but not the obligation,of suspending Contractor's services,without an increase in the sum payable by Owner to Contractor due to such suspension,until such certificates or other evidence that the required insurance has been placed in compliance with these requirements is received and approved by Owner. .3 Post Completion Coverage. With respect to the insurance to be maintained after final payment to Contractor, an additional certificate evidencing such coverage shall be provided to Owner with final application for payment if prior certificate has expired,and thereafter upon renewal or replacement of such insurance until the expiration of the time period for which such insurance must be maintained. .4 Compliance With Laws. If any insurance requirements are deemed to violate any law,statute or ordinance, the insurance requirements shall be reformed to provide the maximum amount of protection to Owner as allowed under the law. .5 Minimum Requirements. It is expressly understood and agreed that the insurance coverages required herein (a)represent Owner's minimum requirements and are not to be construed to void or limit the Contractor's indemnity obligations as contained in the Contract Documents nor represent in any manner a determination of the insurance coverages Contractor should or should not maintain for its own protection;and(b)are being,or have been,obtained by Contractor in support of Contractor's liability and indemnity obligations under the Contract Documents. Irrespective of the requirements as to insurance to be carried as provided for herein,the insolvency,bankruptcy or failure of any insurance company carrying insurance of Contractor,or the failure of any insurance company to pay claims accruing,shall not be held to affect,negate or waive any of the provision of the Contract Documents. .6 Survival. This Exhibit is an independent contract provision and shall survive the completion fo the Work All policies are to be subject to Owner's approval in its sole discretion and this Contract is conditioned on Owner's approval. §A.4.3 Condition Precedent. If insurance to be provided by Contractor is not acceptable to Owner,Owner may terminate this Contract,and Owner's approval is a condition precedent to this Contract. §A.4. Contractor's Equipment. Contractor shall obtain and maintain property insurance on Contractor's equipment and personal property insured to 100%of its replacement cost.This insurance will have an equipment floater. This AIA Document A101T"—2017 Exhibit A.Copyright 02017 by The American Institute of Architects.All rights reserved.WARNING:This AIA®Document Is Init. protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIM Document,or any portion of It,may 10 result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 15:59:24 ET on 07/15/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (812664377) insurance will be endorsed to waive subrogation in favor of Owner Parties. Init. AIA Document A101'"—2017 Exhibit A.Copyright©2017 by The American Institute of Architects.All rights reserved.WARNING:This AIA5 Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA' Document,or any portion of it,may 1 result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law.This document was produced by AIA software at 15:59:24 ET on 07/15/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (812664377) Additions and Deletions Report for AIA®Document A101 — 2017 Exhibit A This Additions and Deletions Report,as defined on page 1 of the associated document,reproduces below all text the author has added to the standard form AIA document in order to complete it,as well as any text the author may have added to or deleted from the original AIA text.Added text is shown underlined.Deleted text is indicated with a horizontal line through the original AIA text. Note: This Additions and Deletions Report is provided for information purposes only and is not incorporated into or constitute any part of the associated AIA document.This Additions and Deletions Report and its associated document were generated simultaneously by AIA software at 15:59:24 ET on 07/15/2019. PAGE 1 This Insurance and Bonds Exhibit is part of the Agreement,between the Owner and the Contractor,dated as of the 16th day of July in the year 2019 Del Mar Colleee Project South Campus Phase IA Bid Package I, Central Plant.Utilities,and Excavation (Name, legal status and address) Del Mar Colleee District. a Texas junior colleec established under Chapter 130 of the Texas Education Code 101 Baldwin Boulevard Corpus Christi.Texas 78404 Attn:Aueust Alfonso Vice President of Facilities Operation and Chief Information Officer Office: 361.698.1300 Cell:361.439.3977 Fulton Construction Corp./Coastcon Corp. A Joint Venture Mailing Address: P.O. Box 9486 Corpus Christi.Texas 78469-9486 Attn.: Philip Skrobarcyzk Address of Principal Office: 1 102 Second Street Corpus Christi.Texas Attn:Philip Skrobarcyzk,Principal In Charee Primary Contact: Philip Skrobarcyzk. Principal In Charee Additions and Deletions Report for AIA Document A101 —2017 Exhibit A.Copyright©2017 by The American Institute of Architects.All rights reserved. WARNING:This AIA' Document Is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA' Document,or any portion of It,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 15:59:24 ET on 07/15/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (812664377) Office:361-993-5200 Cell: 361-816-2036 Fax: 361-993-8005 Email:pskrobar(afultonconst.comJob No.: PAGE 2 A.4 SPECIAL TERMS AND CONDITIONS GDHM 3479822 Doc.05 The Owner and Contractor shall purchase and maintain insurance,and provide bonds,as set forth in this Exhibit.As used in this Exhibit,the term General Conditions refers to AIA Document A201Tm-2017,General Conditions of the Contract for Genstfaetion.Construction,as modified by the parties. Prior to commencement of the Work,the Owner shall secure the insurance,and provide evidence of the coverage, required under this Article A—A.2(Owner's Insurance)and,upon the Contractor's request,provide a copy of the property insurance policy or policies required by Section A.2.3.A.2.3(Required Property Insurance).The copy of the policy or policies provided shall contain all applicable conditions,definitions,exclusions,and endorsements. Builder's Risk Insurance. The Owner shall purchase and maintain, .1 State Authorized Insurer;Completed Value Form;Replacement Cost Basis: from an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located,property insurance written on a builder's risk"all-risks"("Builder's Risk Insurance")completed value or equivalent policy form and sufficient to cover the total value of the entire Project on a replacement cost basis. .2 Amount: The Owner's property insurance coverage shall be no less than the amount of the initial Contract Sum. .3 Duration of Coverage: The property insurance shall be maintained until Substantial Completion and thereafter as provided in Section A.2.3.1.3,A.2.3.13(Insured Amount:Duration of Coverage),unless otherwise provided in the Contract Documents or otherwise agreed in writing by the parties to this Agreement. .4 Insureds: This insurance shall include the interests of the e : , -• , • ... .. . . . - . • -- . : .Owner in the Project as insured. 5. Mortgagees and Loss Payees: This insurance shall include the interests of mortgagees as loss payees. §A.2.3.1.1 Causes of Loss.The insurance required by this Section A.2.3.1 (Causes of Loss)shall 1. Direct Physical Loss or Damage: provide coverage for direct physical loss or damage,and 2. Not Exclude: shall not exclude the risks of fire,explosion,theft,vandalism,malicious mischief,collapse, earthquake,flood,or windstorm. Additions and Deletions Report for AIA Document A101'"—2017 Exhibit A.Copynght©2017 by The American institute of Architects.All rights reserved. WARNING:This AIA Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA® 2 Document,or any portion of it,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 15:59:24 ET on 07/15/2019 under Order No.5363042475 which expires on 07/08/2020.and is not for resale. User Notes: (812664377) 3. Errors,Omissions or Deficiency: The insurance shall also provide coverage for ensuing loss or resulting damage from error,omission,or deficiency in construction methods,design,specifications,workmanship,or materials. . - .• . .. . . ... .. *mit.) Causes-of-Loss Sub-Limit §A.2.3.1.2 Specific Required Coverages. 1. Temporary Structures;Building Systems: The insurance required by this Section A.2.3.1 (Builder's Risk) shall provide coverage for loss or damage to falsework and other temporary structures,and to building systems from testing and startup. 2. Debris Removal:The insurance shall also cover debris removal,including demolition occasioned by enforcement of any applicable legal requirements,and reasonable compensation for the Architect's and Contractor's services and expenses required as a result of such insured loss,including claim preparation expenses.Sub-limits,if any,ace-as-fellows: Coverage Sub-Limit §A.2.3.1.3 Insured Amount;Duration of Coverage.Unless the parties agree otherwise,upon Substantial Completion, the Owner shall continue the insurance required by Section A.2.3.1(Builder's Risk)or,if necessary,replace the insurance policy required under Section A.2.3.1 (Builder's Risk)with property insurance written for the total value of the Project that shall remain in effect until expiration of the period for correction of the Work set forth in Section 12.2.2(After Substantial Completion)of the General Conditions. §A.2.3.1.4 Deductibles and Self-Insured Retentions.If the insurance required by this Section A.2.3(Required Property Insurance)is subject to deductibles or self-insured retentions,the Owner shall be responsible for all loss not covered because of such deductibles or retentions. §A.2.3.2 Occupancy or Use Prior to Substantial Completion. 1. Consent for Occupancy Prior to Substantial Completion: The Owner's occupancy or use of any completed or partially completed portion of the Work prior to Substantial Completion shall not commence until the insurance company or companies providing the insurance under Section A.2.3.1 (Builder's Risk)have consented in writing to the continuance of coverage. 2. Take No Action That: The Owner and the Contractor shall take no action with respect to partial occupancy or use that would cause cancellation,lapse,or reduction of insurance,unless they agree otherwise in writing. PAGE 3 If the Work involves remodeling an existing structure or constructing an addition to an existing structure,the Owner shall purchase and maintain,until the expiration of the period for correction of Work as set forth in Section 12.2.2 (After Substantial Completion)of the General Conditions,"all-risks"property insurance,on a replacement cost basis, protecting the existing structure against direct physical loss or damage from the causes of loss identified in Section A.2.3.I,A.23.1(Builder's Risk),notwithstanding the undertaking of the Work.The Owner shall be responsible for all co-insurance penalties. §A.2.4 Optional Extended Property Insurance. Jlntentionally deleted.1 Additions and Deletions Report for AIA Document A10111'—2017 Exhibit A.Copyright®2017 by The American Institute of Architects.All rights reserved. WARNING:This AIA,Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIAe 3 Document,or any portion of It,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 15:59:24 ET on 07/15/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (812664377) [ I §A.2.4.1 Loss of Use,Business-Interruption,and-Delay-in-Completion-Insuranse eimburse the Owner for loss of use of the Owner's property,or-the-inn-h. ' :. • - . - . • .. . . [ ] §A.2.4.2 Ordinance-or haw-Insucan-., - .. : •-cessary costs to satisfy-the-n}inimum ofthe a mrd•. gul „th. , , -•, repair-re$acen} 4--§-A.2.4 xpediting-CesNnsucanse;for-the-reasonable an: - • . •• enperary-repairof property. [ ] §A.2.4.4 Extra Expense-Insurance,te-p : • •- ••••• . - .•.•.• _ •- - . . - costs ,,a, gth- -• _. _ . . .. ..•- •. . .. •• damage occurred. [ I §A2.4.5 Civil Authority Insurance;-fe • • . . . • .• • .• . . - [ ] §A.2.4.6 Ingressl€gress-Insu •• , . .• ..• . • •- - • "en-e€-the i: e business due to physical prcventie s . • • - , •- ' . . • - . dame [ ] §A.2.4.7 Soft-Co • . -•- , • .. - -- • - . . .. .• . . -- • '4.341-4-the construction loan fees;le _ . . . . . - . •• ..' •. . • , .. _ - . . • . , interest on lean , . • • • , • . .• • '. - .•- •-- •• •• . §A.2,5 Other Optional Insurance. The—Owner—she-11-purchase and-fne ntein-the-insuran^ selecte,,h„lew [Intentionally deleted.] [ ] §A.2 1-Cyber Security-Insu ue datarit..and pr reams Additions and Deletions Report for AIA Document A101 T"—2017 Exhibit A.Copyright©2017 by The American Institute of Architects.All rights reserved. WARNING:This AIA" Document Is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA" 4 Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 15:59:24 ET on 07/15/2019 under Order No.5363042475 which expires on 07/0812020,and is not for resale. User Notes: (812664377) Coverage Limits ARTICLE A.3 CONTRACTOR'S INSURANCE AND BONDS §A.3.1.1 Certificates of Insurance. - •- • - •-• - • •• : .• ' •- 6 A.3.1.1.1 Times Provided.The Contractor shall provide certificates of insurance acceptable to the Owner evidencing compliance with the requirements in this Article A.3(Contractor's Insurance And Bonds)at the following times: (1) Prior to Work: prior to commencement of the Work; (2) Upon Renewal or Replacement: upon renewal or replacement of each required policy of insurance;and (3) Thereafter: Thereafter,additional certificates evidencing continuation of commercial liability coverage, including coverage for completed operations,shall be submitted with the final Application for Payment and thereafter upon renewal or replacement of such coverage until the expiration of the periods required by Section A.3.2.1 and General-Liabilit . Tvnes:Limits:Duration of Insurance Coveragg) and Section A.3.3.1(State Authorized Insurers;Duration of Insurance Coverage). 4 A.3.1.1.2 Additional Insureds Shown. The certificates will show the Owner Parties each as an additional insured on the Contractor's Commercial General Liability and excess or umbrella liability policy or policies and Business Auto Policy. • $A.3.1.1.3 Forms. The certificates of insurance shall be(1)an ACORD form currently dated,issued by or on behalf of the insurers to Owner as Certificate Holder certifying the existence of the insurance required to be provided by Contractor: and(2)attached thereto a copy of each of the Endorsements required to be issued by these Insurance Specifications(including the following: the General Aggregate Designated to Project Endorsement,the Additional Insured Endorsements,the Primary-Noncontributory Endorsements,the Waiver of Subrogation Endorsements,and the Notice of Cancellation-Material Change Endorsements)alone with the Schedule of Forms and Endorsements page of the respectivepolicv listing the required Endorsements as issued modifications to the policy(and to the extent that these coverages and provisions are included in the policy language and not by endorsement or modification or are effected by blanket endorsements,then a copy of the relevant portions of the policy and issued forms providing such coverages and provisions). PAGE 4 §A.3.1.3 Additional Insured Obligations. : • - •• :- • •: : -- • :- §A.3.1.3.1 Additional Insureds. To the fullest extent permitted by law,the Contractor shall cause the commercial general liability coverage to include (1) During Operations: the Owner,the Board of Regents of Owner,the Owner's employees,AGCM Inc,the Owner's consultants,the Architects(Gensler Architects and Turner Ramirez Architects„and the Architect's consultants,and such other persons as may be designated by Owner to Contractor to be additional insureds (collectively.the"Owner Parties")as additional insureds for claims caused in whole or in part by the Contractor's negligent acts or omissions during the Contractor's operations;and Additions and Deletions Report for AIA Document A101 T"—2017 Exhibit A.Copyright CO 2017 by The American Institute of Architects.All rights reserved. WARNING:This AIA5 Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIM 5 Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 15:59:24 ET on 07/15/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (812664377) (2)During Completed Operations: the Owner as an additional insured for claims caused in whole or in part by the Contractor's negligent acts or omissions for which loss occurs during completed operations.The-additienal .. . .. - - - - ••• - • - . -. 'ons.Toth• - -. - ... , •- .. . 07 01,and,with respect to the Architect and the Architect's consultants,CG 20 32 07 01. •A.3.1.3.2 Prima and Non-Contributo :The additional insured coverage shall be rimary and non-contributory to any of the Owner's general liability insurance policies and shall apply to both ongoing and completed operations. This insurance shall be endorsed to provide primary and noncontributing liability coverage by ISO CG 20 01 04 13. It is the specific intent of the parties to the Agreement that all insurance required herein shall be primary to and shall seek no contribution from all insurance held by Owner Parties.with Owner Parties'insurance being excess,secondary and noncontributing. §A.3.1.3.3 ISO Forms. To the extent commercially available,the additional insured coverage shall be no less than that provided by Insurance Services Office. Inc.(ISO)forms CC 20 10 07 04.CG 20 37 07 04,and.with respect to the Architect and the Architect's consultants.CC 20 32 07 04. PAGE 5 .. . . :rk as set forth in Section 12.2.2 of the General Conditions,unless a different-ducetier.>sttatte-betew:Types;Limits; Duration of Insurance Coverage. §A.3.2.1.1 Types;Limits.The Contractor shall purchase and maintain the following types and limits of insurance from an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located. §A.3.2.1.2 Duration of Insurance Coverage.The Contractor shall maintain the required insurance until the expiration of the period for correction of Work as set forth in Section 12.2.2(After Substantial Completion)of the General Conditions. and thereafter as stated below: and thereafter for a period of 10 years after final completion of the Work. §A.3.2.2.1 Occurrence Form:Limits;Coverage. Commercial General Liability insurance for the Project written on an ISO CG 00 01 [or a substitute providing equivalent coveragetoccurrence form with policy limits of not less than(S ) each occurrence, (S )general aggregate,and (S )aggregate for products co - . . • . preyi.' • . . • • -,the following limits(which limits may be the aggregate of a primary policy and an umbrella policy): S 5,000,000.00 each occurrence. S 5.000,000.00 general aggregate and the general aggregate shall apply separately to this Project, and S 5.000.000.00 aggregate for products-completed operations hazard. providing coverage for claims including .1 Bodily Injury: damages because of bodily injury,sickness or disease,including occupational sickness or disease,and death of any person: .2 Personal and Advertising Injury: personal injury and advertising injury; Additions and Deletions Report for AIA Document A101'—2017 Exhibit A.Copyright©2017 by The American Institute of Architects.All rights reserved. WARNING:This AIADocument Is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA' 6 Document,or any portion of It,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 15:59:24 ET on 07/15/2019 under Order No.5363042475 which expires on 07/0812020,and is not for resale. User Notes: (812664377) .3 Damage or Destruction of Tangible Property: damages because of physical damage to or destruction of tangible property,including the loss of use of such property; .4 Completed Operations: bodily injury or property damage arising out of completed operations;and .5 Insured Contracts: the Contractor's indemnity obligations under Section 3.18 ofvr the ral Cenditiens:(lndemnification)of the General Conditions;and with .6 Waiver of Subrogation: This insurance is to be endorsed with an ISO CG 24 04 05 09 Waiver of Transfer of Rights of Recovery Against Others Endorsement,or equivalent,to include a waiver of subrogation by insurer as to the Owner Parties and such other persons as are designated by Owner to Contractor as additional insureds;and with .7 Notice: This insurance is to contain a provision for 30 days'prior written notice by insurance carrier to Owner required for cancellation or material change. §A.3.2.2.2 Prohibitions.The Contractor's Commercial General Liability policy under this Section A.3.2.2 (Commercial General Liability Insurance)shall not contain an exclusion or restriction of coverage for the following: .1 Insured vs.Insured Exclulsion: Claims by one insured against another insured,if the exclusion or restriction is based solely on the fact that the claimant is an insured,and there would otherwise be coverage for the claim. .2 Property Damage Arising Out of Work Performed by Subcontractors:Claims for property damage to the Contractor's Work arising out of the products-completed operations hazard where the damaged Work or the Work out of which the damage arises was performed by a Subcontractor. .3 Bodily Injury Other Than to Employees of Insured: Claims for bodily injury other than to employees of the insured. .4 Indemnity as to Injuries to Employees of Insured: Claims for indemnity under Section 3.18 (Indemnification)of the General Conditions arising out of injury to employees of the insured. .5 Prior Work Endorsement: Claims or loss excluded under a prior work endorsement or other similar exclusionary language. .6 Physical Damage under Prior Injury: Claims or loss due to physical damage under a prior injury endorsement or similar exclusionary language. .7 Habitational Projects: Claims related to residential,multi-family,or other habitational projects,if the Work is to be performed on such a project. .8 Roofing: Claims related to roofing,if the Work involves roofing. .9 EIFS: Claims related to exterior insulation finish systems(EIFS),("EIFS"),synthetic stucco or similar exterior coatings or surfaces,if the Work involves such coatings or surfaces. .10 Earth Subsidence or Movement: Claims related to earth subsidence or movement,where the Work involves such hazards. .11 XCU: Claims related to explosion,collapse and underground hazards,where the Work involves such hazards. .12 Contractual Liability Limitation: ISO CG 21 39 Contractual Liability Limitation is not permitted. Additions and Deletions Report for AIA Document A101''—2017 Exhibit A.Copyright®2017 by The American Institute of Architects.All rights reserved. WARNING:This AIA'Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA, 7 Document,or any portion of It,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 15:59:24 ET on 07/15/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (812664377) .13 Amendment of Insured Contract Definition. ISO CG 24 26 Amendment of Insured Contract Definition is not permitted. .14 Limitation of Coverage to Designate Premises or Project. ISO CG 21 44 Limitation of Coverage to Designated Premises or Project is not permitted. .15 Employer's Liability Exclusion. Any endorsement modifying or deleting the exception to the Employer's Liability Exclusion is not permitted. .16 Punitive,Exemplary or Multiplied Damage Exclusion. Any type of punitive,exemplary or multiplied damages exclusion is not permitted. §A.3.2.2.3 Electronic Data Endorsement. This insurance is to include an ISO CG 04 37 Electronic Data Liability endorsement with coverage to the full limits of the policy. §A.3.2.3 Business Automobile Liability.Automobile Liability covering vehicles owned,and non-owned vehicles used, by the Contractor,with policy limits of not less than(S ) S 3,000,000.00 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. .1 Additional Insured. Additional insured status shall be provided in favor of Owner Parties and such other persons as are designated by Owner to Contractor as additional insureds.on ISO CA 20 48 10 13. .2 Waiver of Subrogation. This insurance is to include a waiver of subrogation by insurer as to the Owner Parties and such other persons as arc designated by Owner to Contractor on ISO CA 04 44 10 13. §A.3.2.4 Combination of Policies;Umbrella Liability.The Contractor may achieve the required limits and coverage for Commercial General Liability and Automobile Liability through a combination of primary and excess or umbrella liability insurance,provided such primary and excess or umbrella insurance policies result in the same or greater coverage as the coverages required under Section A.3.2.2 and A.3.2.3,(Commercial General Liability)and A.3.23 (Business Automobile Liability),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. This insurance shall be primary and non-contributing liability coverage. It is the specific intent of the parties to the Agreement that all insurance held by the Owner Parties shall be excess,secondary and non-contributory. .1 Waiver of Subrogation. This insurance is to include a waiver of subrogation by insurer as to the Owner Parties and such other persons as are designated by Owner to Contractor. .2 Notice. This insurance shall be endorsed to provide a 30 days'notice of cancellation to Owner. .3 Concurrency. Such coverage shall have the same inception date as the Commercial General Liability, Automobile Liability and employer's liability coverages. §A.3.2.5 Workers'Compensation.Workers'Compensation at no less than the statutory limits. This insurance is to cover liability arising out the Contractor's employment of workers and anyone for whom the contractor may be liability for workers'compensation claims. Worker's compensation insurance is required and no"alternative"form of insurance is permitted. This insurance is to include a waiver of subrogation by insurer as to the Owner Parties and such other persons as are designated by Owner to Contractor,on form WC 42 03 04. §A.3.2.6 Employer's Liability.Employers'Liability with policy limits not less than(S )each accident, (S )each empleyeeTand (S ) S 1,000,000.00 each accident, S 1,000,000.00 each employee,and Additions and Deletions Report for AIA Document A101"—2017 Exhibit A.Copyright®2017 by The American Institute of Architects.All rights reserved. WARNING:This AIA5 Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA® 8 Document,or any portion of It,may result In severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 15:59:24 ET on 07/15/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (812664377) S 1,000,000.00 policy limit. §A.3.2.7 . • • , . : .. •• . , • . •. hazards a •. . _• _ . •. ••a,.: - - •. ,•• .1'•L •• .•. .. - Navigable Waters Hazards. Jlntentionally deleted.) §A.3.2.8 Professional Liability.If the Contractor is required to furnish professional services as part of the Work,the Contractor shall procure Professional Liability insurance covering performance of the professional services,with policy limits of not less than(S )per claim and (S )in the aggregate. S 1.000.000.00 per claim and S 2.000.000.00 in the aggregate. .1 Scope. Such insurance shall cover all services rendered by the Contractor and its Subcontractors under the Agreement. .2 Claims Made and Retroactive Date. Professional liability coverage may be on a"claims made"basis. With respect to any of the professional liability policies any such"claims made"policies are canceled or not renewed,Contractor(or subcontractor if the case)shall provide a substitute insurance policv(ies) with terms and conditions and in amounts which comply with the terms of the Contract Documents and which provides for retroactive coverage to the date of cancellation or non-renewal to fill any gaps in coverage which may exist due to the cancellation or non-renewal of the prior"claims made"policies. With respect to all"claims made"policies which are renewed.Contractor(or subcontractor if the case) shall provide coverage retroactive to the date of commencement of the Work in said renewed policy.All said substitute or renewed"claims made"policies shall be maintained in full force and effect for the term of the Statute of Repose.Nothing herein shall affect the continuing effect of the indemnity clauses in the Contract Documents. .3 Term. Policies written on a claims-made basis shall he maintained for at least the 10-vear term of the Statute of Repose beyond termination of the Agreement. The purchase of an extended discovers'period or an extended reporting period on a "claims made" policy will not be sufficient to meet the terms of this provision. .4 Waiver of Subrogation. Contractor shall cause this insurance to be endorsed to waive all rights of subrogation in favor of Owner Parties. .5 Notice. This insurance shall be endorsed to provide a 30 days'notice of cancellation to Owner. §A.3.2.9 Pollution Liability.If the Work involves the transport,dissemination,use,or release of pollutants,the Contractor shall procure Pollution Liability insurance,with policy limits of not less than (S )per claim and (S )in the aggregate. §A.3.2.10 Coverage under Sections A.3.2.8 and A.3.2.9 may-be-preeured-through-a-Combined-Profcssienal Liability . -• .. • • • .•••. •. • - :t-less than (S )per m;and (S )in the aggregnte.Combined Policy. [intentionally deleted.) §A.3.2.11 Insurance-for—m aritim t�ri i'T-„sks associated-with-th• . • . . . e Work e ch aet4s*t.ies,with poli • . • _ laim and (S )in the aggreb te.Maritime Liability. 'Intentionally deleted.) §A.3.2.12 _•• . . .' '' he Work requires such activities,with policy limits of not less than (S )p- • • • - •- • -_ -.Aircraft Liability. [intentionally deleted.) PAGE 8 §A.3.3.1 . . . . . . . . _ . . _ _ . . .. . . - • 'pang of • . .• • • . . ' •_ : '•• • . . . •. • • -• :'ect is located.The Contra- : _ . . .•• - :aired-insurance until the e.••• . ••• • •- -- .. . . • - - Additions and Deletions Report for AIA Document A101''—2017 Exhibit A.Copyright©2017 by The American Institute of Architects.All rights reserved. WARNING:This AIA Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA.' 9 Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 15:59:24 ET on 07/1512019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (812664377) Section 12.2.2 of the Gen• , . . • •• .. . . . •:State Authorized Insurers., Duration of Insurance Coverage. §A.3.3.1.1 State Authorized Insurers. Insurance selected and described in this Section A.3.3(Contractor's Other Insurance Coverage)shall be purchased from an insurance company or insurance companies lawfully authorized to issue insurance in the jurisdiction where the Project is located. §A.3.3.1.2 Duration of Insurance Coverage. The Contractor shall maintain the required insurance as stated below: J1) Commercial General Liability. Contractor aerees to maintain the Commercial General Liability insurance required herein in identical form and amount. including required endorsements.for at least 10 years following final completion of the Work. (2) Products-Completed Operations Coverage. Contractor agrees to maintain Products-Completed Operations coverage with respect to the Work performed under the Agreement in identical coverage. form and amount.including required endorsements, for at least 10 years following final completion of the Work. §A.3.3.2 Types and Limits.The Contractor shall purchase and maintain the following types and limits of insurance in accordance with Section A.3.3.1.A.3.3.1 (State Authorized Insurers: Duration of Insurance Covcraee). PAGE 9 [ ] §A.3.3.2.1 . - . : -- ..' •--• - Section A.2.3.which,if selected in this section A.3.3.2.l,relieves the Owner of the responsibility to A.2.3.3.Th• . _ . •• e .. - - _. the-ement-p te-Gentraetec sh all disclose-fe-th and the Own- - . - :d '. . _.. .. • 0 adjust and se . . - .. tutee ie • - .. f the . . • ..tft• hclow.)Jlntentionally deleted.) [ I (1 §A.3.3.2.2 Railroad Protective Liability lnsuranse with-pe -• _ -an (S )per •. .b: .•. - t ... - .:•rty,lnsurance. JIntentionally deleted.) [ ] a_§A.3.3.2.3 Asbestos Abatement Liability lnsuransewith-policy limits of not less than (S )per claim and (S )in the aggregat•, . . ' ••• •• •• •• . . . , .• . •. and-disposal-e€-asbestes-containing mate-ials.Insurance. [Intentionally deleted.] [ ] §A.3.3.2.4 Insurance for physical damage to ptepetty-wlti-1e-it-is-i - . . •- . . •. - " . . :rm:property. [Intentionally deleted.) [ X 1 §A.3.3.2.5 Property insurance on an"all-risks"completed value form,covering property owned by the Contractor and used on the Project,including scaffolding and other equipment. Additions and Deletions Report for AIA Document A101'"—2017 Exhibit A.Copyright 55 2017 by The American Institute of Architects.All rights reserved. WARNING:This AIA"Document Is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA" 10 Document,or any portion of it:may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 15:59:24 ET on 07/15/2019 under Order No.5363042475 which expires on 07/0812020,and is not for resale. User Notes: (812664377) Payment Bond Contract Sum Performance Bond Contract Sum Payment and Performance Bonds shall be • • .e:-. •• • •• ::.: :-: '• : .• - s: :, : •:• : • .- •• : : •- :: • : •• • _ ••--•• .in the form attached as Exhibits to the Contract and issued by an issuer that is at least a Best's Kev Rating Guide ANTI company and listed on the United States Department of the Treasury's List of Acceptable Sureties and Reinsurers(the"T"list). §A.4.1 Subcontractor's Insurance 4 A.4.1.1 Coverage. Contractor shall cause subcontractors of every tier to purchase and maintain insurance meeting the same specifications as set out for Contractor(except as modified by amounts and coverage limitations as are approved in writing by Owner prior to subcontractor entering on the Project site)of the types listed above. $A.4.1.2 Additional Insureds. Each subcontractor's CGL and BAP liability policy shall designate Owner,its regents and employees as additional insureds by additional insured endorsements in form acceptable to Owner. $A.4.1.3 Waiver of Subrogation. This insurance is to be endorsed to include a waiver of subrogation by insurer as to the Owner,its regents and its employees,Gensler Architects,Turner Ramirez Architects,AGCM Inc.and such other persons as are designated by Owner to Contractor,as additional insureds. 4 A.4.1 4. Evidence of Insurance. Contractor shall provide Owner certificates of insurance as to each subcontractor performing Work prior to the subcontractor's entry on the Property certified to Owner as Certificate Holder at the first address for Owner above. 4 A.4.2 General Insurance Requirements. .1 Policies. All policies be written through insurance companies authorized to do business in the State of Texas which the work is to be performed and rated no less than A-:VII in the most current edition of A.M.Best's Key Rating Guide at all times Work is to be performed,unless a different rating is approved by Owner. .2 Forms. If the forms of policies,endorsements,certificates or evidence of insurance required by these insurance specifications are superseded or discontinued,Owner will have the right to require other equivalent forms. Any policy or endorsement form other than a form specified in this Exhibit must be approved in advance by Owner. .3 Copies of Policies. Contractor will provide to Owner a certified copy of any or all insurance policies and endorsements. .4 Limits. "Limits"set out in these specifications are the minimum dollar amount of insured coverage for the risk,cause of loss or peril specified. If Contractor maintains greater limits,then these specifications shall not limit the amount of recovery available to Owner Parties and the limits specified above as the minimum limits are increased to the greater limits. .5 Deductibles. No deductible or self-insured retention shall exceed S25,000 without prior written approval of the Owner. All deductibles and/or retentions shall be paid by,assumed by,for the account of,and at the Contractor's sole risk. 4 A.4.3 Miscellaneous. Additions and Deletions Report for AIA Document A101"'—2017 Exhibit A.Copyright®2017 by The American Institute of Architects.All rights reserved. WARNING:This AIM Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIM 1 Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 15:59:24 ET on 07/15(2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (812664377) .1 No Waiver. Failure of any Owner Party to demand such certificate or other evidence of full compliance with these insurance requirements or failure of any Owner Party to identify a deficiency from evidence that is provided shall not be construed as a waiver of the Contractor's obligation to maintain such insurance. .2 Suspension. Owner shall have the right,but not the obligation,of suspending Contractor's services,without an increase in the sum payable by Owner to Contractor due to such suspension,until such certificates or other evidence that the required insurance has been placed in compliance with these requirements is received and approved by Owner. .3 Post Completion Coverage. With respect to the insurance to be maintained after final payment to Contractor, an additional certificate evidencing such coverage shall be provided to Owner with final application for payment if prior certificate has expired,and thereafter upon renewal or replacement of such insurance until the expiration of the time period for which such insurance must be maintained. .4 Compliance With Laws. If any insurance requirements are deemed to violate any law,statute or ordinance, the insurance requirements shall be reformed to provide the maximum amount of protection to Owner as allowed under the law. .5 Minimum Requirements. It is expressly understood and agreed that the insurance coverages required herein (a)represent Owner's minimum requirements and are not to be construed to void or limit the Contractor's indemnity obligations as contained in the Contract Documents nor represent in any manner a determination of the insurance coverages Contractor should or should not maintain for its own protection:and(b)are being.or have been,obtained by Contractor in support of Contractor's liability and indemnity obligations under the Contract Documents. Irrespective of the requirements as to insurance to be carried as provided for herein,the insolvency,bankruptcy or failure of any insurance company carrying insurance of Contractor,or the failure of any insurance company to pay claims accruing,shall not be held to affect,negate or waive any of the provision of the Contract Documents. .6 Survival. This Exhibit is an independent contract provision and shall survive the completion fo the Work All policies are to be subject to Owner's approval in its sole discretion and this Contract is conditioned on Owner's approval. •A.4.3 Condition Precedent. If insurance to be •rovided b Contractor is not acce table to Owner Owner ma terminate this Contract,and Owner's approval is a condition precedent to this Contract. 4 A.4. Contractor's Equipment. Contractor shall obtain and maintain property insurance on Contractor's equipment and personal property insured to 100%of its replacement cost.This insurance will have an equipment floater. This insurance will be endorsed to waive subrogation in favor of Owner Parties. Additions and Deletions Report for AIA Document A101".—2017 Exhibit A.Copyright©2017 by The American Institute of Architects.All rights reserved. WARNING:This AIA" Document is protected by U.S.Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AIA' 12 Document,or any portion of it,may result in severe civil and criminal penalties,and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 15:59:24 ET on 07/15/2019 under Order No.5363042475 which expires on 07/08/2020,and is not for resale. User Notes: (812664377) EXHIBIT B TO CONSTRUCTION CONTRACT Bond No. DEL MAR COLLEGE DISTRICT Corpus Christi,Texas PAYMENT BOND THE STATE OF TEXAS§ KNOW ALL PERSONS BY THESE PRESENTS: COUNTY OF NUECES § That we, FULTON CONSTRUCTION CORP. / COASTCON CORP., A Joint Venture (the "Contractor"), as"Principal", and , as "Surety", are hereby held and firmly bound unto the DEL MAR COLLEGE DISTRICT, a Texas junior college established under Chapter 130 of the Texas Education Code (hereafter called "Owner") in the full and just sum of Nine Million Two Hundred Fifty Thousand and No./100 Dollars ($9,250,000.00) for the payment of which the said Principal and Surety bind themselves, their heirs, executors, administrators, successors and assigns,jointly and severally,firmly by these presents. The conditions of this obligation are such that: WHEREAS the Principal entered into a certain A101-2017 Standard form of Agreement Between Owner and Contractor where the basis of payment is a Stipulated Sum as modified and other Contract Documents pertaining thereto (collectively, the "Contract"), which Contract is hereby referred to and made a part hereof as fully and to the same extent as if copied at length herein, with the Owner acting by and through its Board of Regents, for the construction of the "South Campus Phase 1A - Central Plant, Utilities, and Excavation" in Corpus Christi,Texas in accord with the Drawings and Specifications prepared by Gensler. NOW, THEREFORE, if the Principal shall promptly make payment to all claimants as defined in Chapter 2253, Government Code, as amended, supplying labor and materials in prosecution of the work provided for in said Contract, as well as any changes, extensions, deletions or modifications thereof which may be made by Owner, with or without notice to Surety, then this obligation shall be null and void, otherwise it shall remain in full force and effect. PROVIDED that any additions, deletions, alterations or changes which may be made in the terms of the Contract or in the Drawings, Specifications or other Contract Documents, or in the work to be done thereunder, or the making by the Owner of any payment or pre-payment under the Contract, or the giving by the Owner of any extension of time for the performance of the Contract, or the granting of any other forbearance on the part of either the Owner or the Principal to the other shall not in any way release the Principal or the Surety, or either of them, their heirs, executors, administrators, successors or assigns, from their liability or the liability of any of them hereunder, notice to the Surety of any such addition, deletion, alteration, change, payment, pre-payment, extension or forbearance being hereby expressly waived. PROVIDED FURTHER, that this bond is made and entered into solely for the protection of all claimants as defined in Chapter 2253, Government Code, as amended, supplying labor and material in the prosecution of the work provided for in said Contract, and each such claimant shall have a direct right of action under the bond as provided in such Chapter 2253, Government Code, as amended. (Signatures on following page) Doc.06 3467121.v3 (Signature Page to Payment Bond) EXECUTED ON , 2019. PRINCIPAL: SURETY: FULTON CONSTRUCTION CORP./ COASTCON CORP. Contractor(Corporate Name) (Corporate Name) Attorney-in-Fact By: Name: Name: Title: By: Name: (Corporate Name) Title: Attorney-in-Fact Name: ATTEST: (For Name: Title: ATTEST: (For *Name: *Title: Address of Contractor: Address of Surety: 1102 Second Street Corpus Christi, Texas 78404 Attn: Philip Skrobarcyzk *Typed or clearly printed 2 3467121.v3 Bond No. DEL MAR COLLEGE DISTRICT Corpus Christi, Texas PERFORMANCE BOND THE STATE OF TEXAS§ KNOW ALL PERSONS BY THESE PRESENTS: COUNTY OF NUECES§ That we, FULTON CONSTRUCTION CORP. / COASTCON CORP., A Joint Venture (the "Contractor"), as"Principal", and , as "Surety", are hereby held and firmly bound unto the DEL MAR COLLEGE DISTRICT, a Texas junior college established under Chapter 130 of the Texas Education Code (hereafter called "Owner") in the full and just sum of Nine Million Two Hundred Fifty Thousand and No./100 Dollars ($9,250,000.00) for the payment of which the said Principal and Surety bind themselves, their heirs, executors, administrators, successors and assigns,jointly and severally,firmly*by these presents. The conditions of this obligation are such that: WHEREAS the Principal entered into a certain A101-2017 Standard form of Agreement Between Owner and Contractor where the basis of payment is a Stipulated Sum as modified and other Contract Documents pertaining thereto (collectively, the "Contract"), which Contract is hereby referred to and made a part hereof as fully and to the same extent as if copied at length herein, with the Owner acting by and through its Board of Regents, for the construction of the "South Campus Phase IA - Central Plant, Utilities, and Excavation" in Corpus Christi,Texas in accord with the Drawings and Specifications prepared by Gensler. NOW, THEREFORE, if the Principal shall well, truly and faithfully perform the Contract in accord with the Drawings, Specifications, and the Contract Documents pertaining thereto, as well as any changes, extensions, deletions or modifications thereof which may be made by Owner, with or without notice to the Surety, and shall fully indemnify and save harmless the Owner from all costs and damage which Owner may suffer by reason of Principal's default or failure so to do, shall fully reimburse and repay Owner all outlay and expense which Owner may incur in making good any such default, then this obligation shall be null and void, otherwise it shall remain in full force and effect. PROVIDED that any additions, deletions, alterations or changes which may be made in the terms of the Contract or in the Drawings, Specification or other Contract Documents, or in the work to be done thereunder, or the making by the Owner of any payment or prepayment under the Contract, or the giving by the Owner of any extension of time for the performance of the Contract, or the granting of any other forbearance on the part of either the Owner or the Principal to the other shall not in any way release the Principal or the Surety; or either of them, their heirs, executors, administrators, successors or assigns, from their liability or the liability of any of them hereunder, notice to the Surety of any such addition, deletion, alteration, change, payment, pre-payment, extension or forbearance being hereby expressly waived. PROVIDED FURTHER, that this bond is made and entered into solely for the protection of the Owner pursuant to the provisions of Chapter 2253, Government Code, as amended, and all liabilities on this bond are to be determined in accord with the provisions thereof. (Signatures on following page) 3 3467121.v3 (Signature Page to Performance Bond) EXECUTED ON , 2019. PRINCIPAL: SURETY: FULTON CONSTRUCTION CORP./ COASTCON CORP. Contractor(Corporate Name) (Corporate Name) Attorney-in-Fact By: Name: Name: Title: Contractor(Corporate Name) (Corporate Name) Attorney-in-Fact By: Name: Name: Title: By: Name: (Corporate Name) Title: Attorney-in-Fact Name: ATTEST: (For Name: Title: ATTEST: (For `Name: 'Title: Address of Contractor: Address of Surety: 1102 Second Street Corpus Christi,Texas 78404 Attn: Philip Skrobarcyzk *Typed or clearly printed 4 3467121.v3 EXHIBIT C TO CONSTRUCTION CONTRACT SUBCONTRACTOR'S WARRANTY AND GUARANTY PROJECT: South Campus Phase IA-Central Plant,Utilities,and Excavation OWNER: Del Mar College District,its successors and assigns. CONTRACTOR: Fulton Construction Corp./Coastcon Corp. CONTRACT DOCUMENTS: Construction Contract between Owner and Contractor dated ,2019 DATE OF SUBSTANTIAL COMPLETION: ,201_ In consideration of payment from the Owner, the undersigned warrants and guaranties that the work, equipment, and materials (the "Work") which the undersigned has furnished and/or installed at the Project has been performed in a good and workmanlike manner and are in accordance with the Contract Documents and that said Work as installed will fulfill and/or exceed all of the warranty, guaranty, and contractual requirements included in the Contract Documents, including that all equipment and materials are new, of good quality, and free from faults and defects. The undersigned hereby agrees to repair or replace, without charge, any or all of its Work which proves to be non-conforming or defective in workmanship or material, together with any adjacent work which may be displaced or damaged by so doing. Ordinary wear and tear and unusual abuse or neglect is excepted. In the event the undersigned fails to comply with the above-mentioned conditions within a reasonable period of time, as determined by Owner, after being notified in writing, the undersigned does hereby authorize Owner to proceed and have said defects repaired and/or replaced and made good, and to refund to Owner upon demand all moneys that Owner has paid in connection with performing said Work, including all costs and reasonable attorney fees and expenses. Nothing herein releases or waives contractual and other obligations owed by the undersigned to Contractor or Owner. Owner is not and has not assumed any contractual or other obligations owed by Contractor to the undersigned. Nothing herein or in the closeout process waives,releases, or resolves any rights or claims of Owner or Contractor, including any rights or claims against the undersigned. All rights,claims,and remedies are expressly reserved by Owner and Contractor. Subcontractor/Vendor: By: Name: Title: Date: Doc.07 3467108.v3 Local representative to be contacted for maintenance, repair and/or replacement service: Name Title Company Address 1 Address 2 City State Zip/Postal Code Country Main Phone Main Fax Direct Phone Direct Fax Mobile Phone Other Work e-mail Web Page Doc.07 3467108 v3 EXHIBIT D TO CONSTRUCTION CONTRACT PREVAILING WAGE "General Decision Number: TX20190288 01/04/2019 Superseded General Decision Number: TX20180342 State: Texas Construction Type: Building Counties: Aransas, Nueces and San Patricio Counties in Texas. BUILDING CONSTRUCTION PROJECTS (does not include single family Homes or apartments up to and including 4 stories). Note: Under Executive Order (EO) 13658, an hourly minimum wage of $10.60 for calendar year 2019 applies to all contracts subject to the Davis-Bacon Act for which the contract is awarded (and any solicitation was issued) on or after January 1, 2015. If this contract is covered by the to, the contractor must pay all workers in any classification listed on this wage determination at least $10.60 per hour (or the Applicable wage rate listed on this wage determination, if it is higher) for all hours spent performing on the contract in calendar year 2019. If this contract is covered by the EO and a classification considered necessary for performance of work on the contract does not appear on this wage determination, the contractor must pay workers in that classification at least the wage rate determined through the conformance process set forth in 29 CFR 5.5(a)(1)(ii) (or the ED minimum wage rate, if it is higher than the conformed wage rate). The EO minimum wage rate will be adjusted annually. Please note that this EO applies to the above-mentioned types of contracts entered into by the federal government that are subject to the Davis-Bacon Act itself, but it does not apply to contracts subject only to the Davis-Bacon Related Acts, including those set forth at 29 CFR 5.1(a)(2)-(60). Additional information on contractor requirements and worker protections under the EU is available at www.dol.gov/whd/govcontracts. Modification Number Publication Date 0 01/04/2019 BOIL0074-003 01/01/2017 RateS Fringes BOILERMAKER $ 28.00 22.35 ELECO278-002 08/28/2016 Rates Fringes ELECTRICIAN $ 25.20 7.91 ENGI0178-005 06/01/2014 Rates Fringes POWER EQUIPMENT OPERATOR (1) Tower Crane $ 29.00 10.60 (2) Cranes with Pile Driving or Caisson Attachment and Hydraulic Crane 60 tons and above $ 28.75 10.60 (3)Hydraulic cranes 59 Tons and under $ 27.50 10.60 * IR0N0084-011 06/01/2018 Rates Fringes IRONWORKER, ORNAMENTAL $ 23.77 7.12 EXIBIT D SUTX2014-068 07/21/2014 Rates Fringes BRICKLAYER $ 20.04 0.00 CARPENTER $ 15.21 0.00 CEMENT MASON/CONCRETE FINISHER $ 15.33 0.00 INSULATOR - MECHANICAL (Duct, Pipe & Mechanical System Insulation) $ 19.77 7.13 IRONWORKER, REINFORCING $ 12.27 0.00 IRONWORKER, STRUCTURAL $ 22.16 5.26 LABORER: Common or General $ 9.68 0.80 LABORER: Mason Tender - Brick...$ 11.36 0.00 LABORER: Mason Tender - Cement/Concrete $ 10.58 0.00 LABORER: Pipelayer $ 12.49 2.13 LABORER: Roof Tearoff $ 11.28 0.80 OPERATOR: Backhoe/Excavator/Trackhoe $ 14.25 8.80 OPERATOR: Bobcat/Skid Steer/Skid Loader $ 13.93 0.00 OPERATOR: Bulldozer $ 18.29 1.31 OPERATOR: Drill $ 16.22 0.34 OPERATOR: Forklift $ 14.83 0.80 OPERATOR: Grader/Blade $ 13.37 0.80 OPERATOR: Loader $ 13.55 0.94 OPERATOR: Mechanic $ 17.52 3.33 OPERATOR: Paver (Asphalt, Aggregate, and Concrete) $ 16.03 0.80 OPERATOR: Roller $ 12.70 0.80 PAINTER (Brush, Roller, and Spray) $ 14.45 0.00 PIPEFITTER $ 25.80 8.55 PLUMBER $ 25.64 8.16 ROOFER $ 13.75 0.00 SHEET METAL WORKER (HVAC Duct Installation Only) $ 22.73 7.52 SHEET METAL WORKER, Excludes HVAC Duct Installation $ 21.13 6.53 TILE FINISHER $ 11.22 0.00 TILE SETTER $ 14.74 0.00 TRUCK DRIVER: Dump Truck $ 12.39 1.18 TRUCK DRIVER: Flatbed Truck $ 19.65 8.57 TRUCK DRIVER: Semi-Trailer Truck $ 12.50 0.00 TRUCK DRIVER: Water Truck $ 12.00 4.11 WELDERS - Receive rate prescribed for craft performing operation to which welding is incidental. EXIBIT D Note: Executive Order (EO) 13706, Establishing Paid Sick Leave for Federal Contractors applies to all contracts subject to the Davis-Bacon Act for which the contract is awarded (and any solicitation was issued) on or after January 1, 2017. If this contract is covered by the E0, the contractor must provide employees with 1 hour of paid sick leave for every 30 hours they work, up to 56 hours of paid sick leave each year. Employees must be permitted to use paid sick leave for their own illness, injury or other health-related needs, including preventive care; to assist a family member (or person who is like family to the employee) who is ill, injured, or has other health-related needs, including preventive care; or for reasons resulting from, or to assist a family member (or person who is like family to the employee) who is a victim of, domestic violence, sexual assault, or stalking. Additional information on contractor requirements and worker protections under the EO is available at www.dol.gov/whd/govcontracts. Unlisted classifications needed for work not included within the scope of the classifications listed may be added after award only as provided in the labor standards contract clauses (29CFR 5.5 (a) (1) (ii)). The body of each wage determination lists the classification and wage rates that have been found to be prevailing for the cited type(s) of construction in the area covered by the wage determination. The classifications are listed in alphabetical order of ""identifiers"" that indicate whether the particular rate is a union rate (current union negotiated rate for local), a survey rate (weighted average rate) or a union average rate (weighted union average rate). Union Rate Identifiers A four letter classification abbreviation identifier enclosed in dotted lines beginning with characters other than ""SU"" or ""UAVG"" denotes that the union classification and rate were prevailing for that classification in the survey. Example: PLUM0198-005 07/01/2014. PLUM is an abbreviation identifier of the union which prevailed in the survey for this classification, which in this example would be Plumbers. 0198 indicates the local union number or district council number where applicable, i.e., Plumbers Local 0198. The next number, 005 in the example, is an internal number used in processing the wage determination. 07/01/2014 is the effective date of the most current negotiated rate, which in this example is July 1, 2014. Union prevailing wage rates are updated to reflect all rate changes in the collective bargaining agreement (CBA) governing this classification and rate. Survey Rate Identifiers Classifications listed under the ""SU"" identifier indicate that no one rate prevailed for this classification in the survey and the published rate is derived by computing a weighted average rate based on all the rates reported in the survey for that classification. As this weighted average rate includes all rates reported in the survey, it may include both union and non-union rates. Example: SULA2012-007 5/13/2014. SU indicates the rates are survey rates based on a weighted average calculation of rates and are not majority rates. LA indicates the State of Louisiana. 2012 is the year of survey on which these classifications and rates are based. The next number, 807 in the example, is an internal number used in producing the wage determination. 5/13/2014 indicates the survey completion date for the classifications and rates under that identifier. Survey wage rates are not updated and remain in effect until a new survey is conducted. Union Average Rate Identifiers Classification(s) listed under the UAVG identifier indicate that no single majority rate prevailed for those classifications; however, 180% of the data reported for the classifications was union data. EXAMPLE: UAVG-OH-0010 08/29/2014. UAVG indicates that the rate is a weighted union average rate. OH indicates the state. The next number, 0010 in the example, is an internal number used in producing the wage determination. 08/29/2014 indicates the survey completion date for the classifications and rates under that identifier. EXIBIT D A UAVG rate will be updated once a year, usually in January of each year, to reflect a weighted average of the current negotiated/CBA rate of the union locals from which the rate is based. WAGE DETERMINATION APPEALS PROCESS 1.) Has there been an initial decision in the matter? This can be: * an existing published wage determination * a survey underlying a wage determination * a Wage and Hour Division letter setting forth a position on a wage determination matter * a conformance (additional classification and rate) ruling On survey related matters, initial contact, including requests for summaries of surveys, should be with the Wage and Hour Regional Office for the area in which the survey was conducted because those Regional Offices have responsibility for the Davis-Bacon survey program. If the response from this initial contact is not satisfactory, then the process described in 2.) and 3.) should be followed. With regard to any other matter not yet ripe for the formal process described here, initial contact should be with the Branch of Construction Wage Determinations. Write to: Branch of Construction Wage Determinations Wage and Hour Division U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 2.) If the answer to the question in 1.) is yes, then an interested party (those affected by the action) can request review and reconsideration from the Wage and Hour Administrator (See 29 CFR Part 1.8 and 29 CFR Part 7). Write to: Wage and Hour Administrator U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 The request should be accompanied by a full statement of the interested party's position and by any information (wage payment data, project description, area practice material, etc.) that the requestor considers relevant to the issue. 3.) If the decision of the Administrator is not favorable, an interested party may appeal directly to the Administrative Review Board (formerly the Wage Appeals Board). Write to: Administrative Review Board U.S. Department of Labor 200 Constitution Avenue, N.W. Washington, DC 20210 4.) All decisions by the Administrative Review Board are final. END OF GENERAL DECISION EXHIBIT E TO CONSTRUCTION CONTRACT Data Transfer Agreement Gensler Entity Requesting Transferee Data("Transferee") Contact Name Project Project Number Client Date File 1DTA This is page 1 of Transferee has asked Gensler to provide electronic copies of,or access to,certain drawings,specifications,or other documents,CAD data files,and/or building information models(collectively,"Data") prepared by Gensler and/or Its consultants(collectively"Gensler")for the Project. Gensler agrees to provide Transferee with the requested Data, under the terms of this Data Transfer Agreement("Agreement"). 1. The transfer of the Data is not and shall not be deemed a sale. The Data are instruments of service. Gensler shall be deemed the Data's author and shall retain all proprietary rights,Including any copyrights,embodied therein. 2. Transferee may transfer the Data to its contractors, subcontractors, suppliers, and consultants (collectively"Others"), provided Transferee requires the Others to be bound by this Agreement as If they were the Transferee in this Agreement. Transferee and Others may use the Data only for purposes related to the Project. 3. Transferee acknowledges that anomalies and errors may occur when the Data is transferred electronically or used In an incompatible computer environment. Transferee solely accepts the risks associated with, and the responsibility for, any damages to hardware, software, computer systems, or networks related to the Data's transfer or use. Gensler shall have no responsibility to provide software or training to allow Transferee to use the Data. 4. Gensler shall have no duty to modify or update the Data. Gensler may retain an archival copy of the Data, which shall be conclusive proof and govern in any dispute over the Data's form or content. 5. Transferee agrees to indemnify,defend and hold Gensler, Its officers, directors, shareholders, employees, agents, and consultants harmless from and against any and all claims, liabilities, suits, demands, losses, damages, costs, and expenses, including, but not limited to, reasonable attorneys' fees and all legal expenses and fees incurred through appeal, and all interest thereon, accruing to or resulting from any and all persons, firms or any other legal entities on account of any damages or losses to property or persons, including, but not limited to, injuries,death or economic losses, arising out of Transferee's or Others'use, reuse, transfer,or modification of the Data,except where a court or forum of competent jurisdiction determines that Gensler is solely 'liable for such damages or losses. 6. If Transferee fails to perform or observe any of the terms of this Agreement, Gensler may demand,and Transferee immediately shall return, the Data and any copies thereof. 7. To the extent the Data Include building information models("Models"),the parties agree to the following additional terms: (i)The Models are intended for the purpose of communicating design intent. While they may be helpful to illustrate conflicts or inconsistencies in the design, the Models may not detect all conflicts or inconsistencies. (ii)Any use of the Models for the purpose of generating quantity take-offs or cost estimates, or for fabrication, will be at the Transferee's sole risk. (III) As with Gensler's other services and deliverables, the Models will be prepared using that degree of skill and care exercised by licensed professionals practicing in the same community, under the same or similar circumstances. The Models may contain, or be based upon, data or information provided by others. Gensler has relied upon such data or information as is consistent with this standard of care. (iv)Information contained in the Models will not be construed to dictate construction means or methods, which will remain the contractor's responsibility. (v)To the extent of any conflict between Information contained In,or generated by,the Models and Gensler's drawings and specifications,the latter documents will prevail. 8. This Agreement shall be governed by the law of the location of Gensler's office identified at the bottom of this Agreement. 9. In any legal proceeding to enforce this Agreement,the prevailing party shall be entitled to recover its reasonable attorneys'fees and costs of defense. 10. Unless otherwise explicitly agreed to in writing by the parties, this Agreement shall govern any and all future data transfers to Transferee by Gensler. Gensler Authorization by Date Signed Input Principal or Managing Principal's name here Transferee Authorization Date Signed by 711 Louisiana Suite 300 Houston TX 77002 Tel: +1713.844.0000 D7_040412 Fax: +1 713.844.0001 doctr.rnn Exhibit F - ID Ta Task Name Duration Start (Finish Predecessors ! M ! • 19 Halt 2.2019 Hall 1.2020 Hall 2.2020 Halt 1.2021 j Hal12.2021 � _ ._.._.� . 1._14h �LAI510J NI.D 1 I FI M1 A I M I_JL.1,(_AIS I OLN I D I 1 I F M I A I M I 1 ! JL A I, S I 1 !PACKAGE 1 575 days Wed 5/15/19 Tue 7/27/21 1 1 —2 7I Bid Award(on or about) 0 days Wed 5/15/19 Wed 5/15/19 e,,5/15 3 se Contract in place,Notice To Proceed 10 days Wed 5/15/19 Tue 5/28/19 2 4 IP: Mobilize 25 days Wed 5/15/19 Tue 6/18/19 2 --_I 5 s. Site Grading 3 mons Wed 6/19/19 Tue 9/10/19 4 6 at Utilities 4 mons Wed 6/19/19 Tue 10/8/19 4 7 se CP Building 12 mons Wed 8/14/19 Tue 7/14/20 4F5+2 mons 8 at Intermediate Punch List/Partial 3 wks Wed 7/15/20 Tue 8/4/20 7 Complete 9 W Maintenance Period 10 mons Wed 8/5/20 Tue 5/11/21 8 10 W. Commissioning Period 55 days Wed 5/12/21 Tue 7/27/21 9,17 ` 11 It! Final Punch and Substantial Completion,0 days Tue 7/27/21 Tue 7/27/21 10 17/27 Warranty start 12 tit PACKAGE 2 513 days Wed 8/14/19 Fri 7/30/21 r IL 1 13 2r Bid Award(on or about) 0 days Wed 8/14/19 Wed 8/14/19 18/4 14 IP: Notice To Proceed 15 days Wed 8/14/19 Tue 9/3/19 13 e 15 lr Mobilize 25 days Wed 8/14/19 Tue 9/17/19 13 16 A' Building Construction 24.4 mons Wed 9/18/19 Fri 7/30/21 15,5Ilium,17 t•; MEP systems complete,Release for 0 days Mon 5/10/21 Mon 5/10/21 16FS-3 mons W 5/10 PKG1 use for campus commissioning r 18 t•►. Final Punch and Substantial Completion,0 days Mon 7/26/21 Mon 7/26/21 16FS 1 wk •7126 Warranty start 19 Al.Campus Occupancy by DMC 0 days Mon 8/2/21 Mon 8/2/21 16 8/2 Task ':.:; Protect Summary Manual Task I I Start only L Deadline o Project:DMC SOUTH SIDE CAM Split Inactive Task Duration-only Finish-only 1 Progress Date:Tue 4/23/19 Milestone ♦ Inactive Milestone Manual Summary Rollup a External Tasks Manual Progress Summary r''''''''.."." 1 Inactive Summary Manual Summary 1"--""'"'" 1 External Milestone I Page 1 EXHIBIT G TO CONSTRUCTION CONTRACT PROJECT MANUAL The following documents are incorporated herein by reference as if they were attached to,and part of this Construction Contract: • "Project Manual Volume 1 of 2, Del Mar College South Campus,Phase 1-A Corpus Christi, Texas CSP 2019-08,Bid Package 1,Central Plant,Utilities&Excavation,"prepared by Gensler, dated April 2,2019 under Project Number 002.8508.400. • "Project Manual Volume 2 of 2, Del Mar College South Campus, Phase 1-A Corpus Christi, Texas CSP 2019-08, Bid Package 1,Central Plant,Utilities&Excavation,"prepared by Gensler, dated April 2,2019 under Project Number 002.8508.400. As modified by the following Addendums: • Addendum 01 Del Mar College South Campus, Phase 1-A,Corpus Christi,Texas CSP2019-08, Bid Package 1,Central Plant,Utilities&Excavation,April 11,2019,Gensler Project Number 002.8508.400. • Addendum 02 Del Mar College South Campus,Phase 1-A,Corpus Christi,Texas CSP2019-08, Bid Package 1,Central Plant,Utilities&Excavation,April 22,2019,Gensler Project Number 002.8508.400. • Addendum 03 Del Mar College South Campus, Phase 1-A,Corpus Christi,Texas CSP2019-08, Bid Package 1,Central Plant,Utilities&Excavation,May 2,2019,Gensler Project Number 002.8508.400. • Addendum 04 Del Mar College South Campus,Phase 1-A,Corpus Christi,Texas CSP2019-08, Bid Package 1,Central Plant,Utilities&Excavation,May 6,2019,Gensler Project Number 002.8508.400. ATTACHMENT A TO CONSTRUCTION CONTRACT DRAWING INDEX Sheet Current Revision Number Sheet Name Description COVER COVER ISSUE FOR PERMIT& BID G00.000 DRAWING INDEX,PROJECT INFORMATION&ABBREVIATIONS ADDENDUM No.02 G01.000 CODE ANALYSIS&UL ASSEMBLIES ADDENDUM No.02 G02.000 SITE PLAN PHASE ONE ADDENDUM No.02 G02.001 OVERALL SITE PLAN&MOCK-UP ADDENDUM No.02 G03.001 LEVEL 1- LIFE SAFETY/EGRESS PLAN ADDENDUM No.02 C.001 SITE PACKAGE GRADING PLAN ADDENDUM No.02 C.002 SITE PACKAGE CUT FILL MAP ADDENDUM No.02 C.003 SITE PACKAGE STORM SEWER PLAN ADDENDUM No.02 C.004 SITE PACKAGE POLLUTION PREVENTION PLAN ADDENDUM No.02 C.005 SITE PACKAGE POLLUTION PREVENTION DETAILS ISSUE FOR PERMIT&BID C.006 SITE PACKAGE PAVING DETAILS ADDENDUM No.02 Cl CIVIL TYPICAL LEGEND SHEET&GENERAL NOTES ADDENDUM No.02 C2 UTILITY SITE PLAN ADDENDUM No.02 C3 WASTEWATER PROFILE ADDENDUM No.02 C4 CITY OF CORPUS CHRISTI WASTEWATER STANDARD DETAILS ADDENDUM No.02 C5 CITY OF CORPUS CHRISTI WASTEWATER STANDARD DETAILS ADDENDUM No.02 A06.101 STEEL PIPE STAIR DETAILS ISSUE FOR PERMIT&BID A00.200 MOUNTING LOCATIONS ISSUE FOR PERMIT&BID A02.101 LEVEL 1-SLAB EDGE PLAN ADDENDUM No.02 A02.201 LEVEL 1- FLOOR PLAN ADDENDUM No.02 A02.202 ROOF PLAN &RCP ADDENDUM No.02 LEVEL 1- FINISH PLAN, ENLARGED PLANS& FINISH/EQUIPMENT A02.701 SCHEDULES ADDENDUM No.02 A04.100 BUILDING ELEVATIONS ADDENDUM No.03 A04.101 ELEVATION DETAILS,LOUVER&WINDOW TYPES ISSUE FOR PERMIT&BID A05.100 BUILDING SECTIONS ADDENDUM No.02 A05.200 WALL SECTIONS ADDENDUM No.02 A06.100 STAIR PLANS AND DETAILS ADDENDUM No.02 A06.101 STEEL PIPE STAIR DETAILS ISSUE FOR PERMIT&BID A08.100 DETAILS- EXTERIOR SECTION ADDENDUM No.02 A09.100 PARTITION TYPES& PLAN DETAILS ISSUE FOR PERMIT&BID A10.100 SCHEDULES- DOOR AND FRAME ADDENDUM No.02 GR01.00 CENTRAL PLANT LOCATION PLAN- LEVEL 1 ADDENDUM No.02 GR02.00 INTERIOR ROOM SIGNAGE FAMILY ADDENDUM No.02 S01.001 GENERAL NOTES ADDENDUM No.02 501.003 SYMBOLS AND NOTATIONS ISSUE FOR PERMIT&BID S02.201 FLOOR PLANS ADDENDUM No.03 S03.00 TYPICAL DETAILS ISSUE FOR PERMIT&BID S03.10 FOUNDATION TYPICAL DETAILS ISSUE FOR PERMIT& BID S03.11 FOUNDATION TYPICAL DETAILS ISSUE FOR PERMIT&BID S03.30 MASONRY TYPICAL DETAILS ISSUE FOR PERMIT& BID S03.31 MASONRY TYPICAL DETAILS ISSUE FOR PERMIT& BID SO4.01 SECTIONS AND DETAILS ADDENDUM No.02 GENSLER 6/7/2019 1 of 2 ATTACHMENT A TO CONSTRUCTION CONTRACT DRAWING INDEX Sheet Current Revision Number Sheet Name Description 504.10 SECTIONS AND DETAILS ISSUE FOR PERMIT&BID M00.100 MECHANICAL SYMBOL LEGEND ISSUE FOR PERMIT& BID M02.201 LEVEL 1 MECHANICAL PLAN ADDENDUM No.02 M03.201 MECHANICAL ENLARGED PLANS ADDENDUM No.02 M03.202 MECHANICAL ENLARGED PLANS ADDENDUM No.02 M04.201 MECHANICAL SCHEDULES ADDENDUM No.02 M04.202 MECHANICAL SCHEDULES-ALTERNATE ADDENDUM No.02 M05.201 MECHANICAL DETAILS ISSUE FOR PERMIT&BID M05.202 MECHANICAL DETAILS ISSUE FOR PERMIT&BID M06.201 MECHANICAL CONTROL DIAGRAMS&SEQUENCES ADDENDUM No.01 M06.202 MECHANICAL CONTROL DIAGRAMS&SEQUENCES ADDENDUM No.01 M06.203 MECHANICAL CONTROL DIAGRAMS&SEQUENCES ISSUE FOR PERMIT&BID CP/E1.01 ELECTRICAL SITE PLAN ADDENDUM No.03 E00.100 ELECTRICAL SYMBOL LEGEND ISSUE FOR PERMIT& BID E04.001 ELECTRICAL ONELINE DIAGRAM ISSUE FOR PERMIT& BID E04.002 ELECTRICAL SCHEDULES ISSUE FOR PERMIT& BID E05.001 ELECTRICAL PANEL SCHEDULES ADDENDUM No.02 E06.001 ELECTRICAL DETAILS ISSUE FOR PERMIT& BID E06.002 ELECTRICAL DETAILS ISSUE FOR PERMIT&BID EF02.201 LEVEL 1&MEZZANINE FIRE ALARM PLAN ISSUE FOR PERMIT& BID EL02.201 LEVEL 1&MEZZANINE LIGHTING PLAN ISSUE FOR PERMIT&BID EP02.201 LEVEL 1&MEZZANINE POWER PLAN ISSUE FOR PERMIT&BID P00.100 PLUMBING SYMBOL LEGEND ISSUE FOR PERMIT&BID P02.201 LEVEL 1 PLUMBING PLAN ADDENDUM No.02 P02.202 PLUMBING PLAN -ALTERNATE ADDENDUM No.02 PO4.201 PLUMBING DETAILS AND SCHEDULES ISSUE FOR PERMIT&BID PO4.202 PLUMBING DETAILS AND SCHEDULES ISSUE FOR PERMIT&BID P05.201 PLUMBING RISER DIAGRAMS ISSUE FOR PERMIT&BID T00.001 LEGEND AND NOTES-COMMUNICATIONS ISSUE FOR PERMIT&BID T00.101 OVERALL SITE PLAN - COMMUNICATIONS ISSUE FOR PERMIT&BID T02.201 LEVEL 1-FLOOR PLAN -COMMUNICATIONS ADDENDUM No.02 T03.001 DEMARK CP-115 -COMMUNICATIONS ADDENDUM No.02 T04.001 GENERAL DETAILS-COMMUNICATIONS ISSUE FOR PERMIT&BID SC00.001 LEGEND AND NOTES-SECURITY ISSUE FOR PERMIT&BID SCO2.201 LEVEL 1-FLOOR PLAN -SECURITY ISSUE FOR PERMIT&BID SC04.001 DOOR ELEVATIONS-SECURITY ISSUE FOR PERMIT&BID SC04.002 GENERAL DETAILS-SECURITY ISSUE FOR PERMIT&BID SC04.003 GENERAL DETAILS -SECURITY ISSUE FOR PERMIT& BID GENSLER 6/7/2019 2 of 2 ATTACHMENT B TO CONSTRUCTION CONTRACT SPECIFICATIONS INDEX Gensler May 6,2019 Del Mar College 002.8508.400 Bid Package 1 South Campus,Phase 1-A Addendum 04 Corpus Christi,Texas Sealing Architect's Name: Paul Thomson Wilhelms Texas License No.: 24071 Issue Date: May 6,2019 TABLE OF CONTENTS PROCUREMENT AND CONTRACTING REQUIREMENTS GROUP DIVISION 00- PROCUREMENT AND CONTRACTING REQUIREMENTS INTRODUCTORY INFORMATION Date Document No. Title A04 05/06/19 00 01 01 Project Title Page A04 05/06/19 00 01 07 Seals Page A04 05/06/19 00 01 10 Table of Contents PROCUREMENT REQUIREMENTS & CONTRACTING REQUIREMENTS Date Document No. Title A02 04/22/19 00 11 16 Notice to Bidders A02 04/22/19 00 21 13 Instructions to Bidders A03 05/03/19 00 31 32 Geotechnical Data 04/02/19 00 41 13 Bid Proposal Form-General Contractor A02 04/22/19 00 43 23 Bid Alternate Proposal 04/02/19 00 43 36 Proposed Subcontractors Form A02 04/22/19 00 45 16 Statement of Qualifications(SOQ) 04/02/19 SOQ Questionnaire 04/02/19 CSP 2016-28-Acknowledgement of Receipt A01 04/11/19 00 60 00 Project Forms 04/02/19 Submittal Transmittal 04/02/19 Data Transfer Agreement 04/02/19 Subcontractors and Major Material Suppliers List 04/02/19 Requests for Interpretation 04/02/19 Substitution Request 04/02/19 Bulletin 04/02/19 Change Order 04/02/19 Punch List 04/02/19 Certificate of Substantial Completion 04/02/19 Contractors Release and Waiver of Lien 04/02/19 Contractor's Lead Free Affidavit 04/02/19 Contractor's Asbestos Free Affidavit 04/02/19 Contractor's Non-Use of Urea-Formaldehyde Affidavit 04/02/19 Subcontractor's/Material Supplier's Affidavit 04/02/19 Contractor's Affidavit for final Completion A01 04/11/19 00 72 00 General Conditions A02 04/22/19 Exhibit A-Insurance Specifications A02 04/22/19 Exhibit B-Bonds 04/02/19 Exhibit C-Warranty and Guarantee A02 04/22/19 00 73 43 Prevailing Wage Rates TABLE OF CONTENTS 00 01 10- 1 Copyright 2019 Gensler ATTACHMENT B Gensler May 6,2019 Del Mar College 002.8508.400 Bid Package 1 South Campus,Phase 1-A Addendum 04 Corpus Christi,Texas SPECIFICATIONS GROUP GENERAL REQUIREMENTS SUBGROUP DIVISION 01-GENERAL REQUIREMENTS Date Section No. Title A02 04/22/19 01 10 00 Summary of Work 04/02/19 01 13 00 Delegated Design Requirements 04/02/19 01 14 00 Work Restrictions A02 04/22/19 01 23 00 Alternates 04/02/19 01 25 00 Substitution Procedures 04/02/19 01 26 00 Contract Modification Procedures 04/02/19 01 26 13 Requests for Interpretation(RFI) A02 04/22/19 01 29 00 Payment Procedures A01 04/11/19 01 31 00 Project Management and Coordination 04/02/19 01 32 00 Construction Progress Documentation 04/02/19 01 33 00 Submittal Procedures 04/02/19 01 35 53 Campus Security A02 04/22/19 0140 00 Quality Requirements 04/02/19 01 41 19 Windstorm Construction Requirements 04/02/19 TWIA Insurability Requirements 04/02/19 WPI-1 Application for Certificate of Compliance 04/02/19 WPI-2-BC-6 Inspection Verification 04/02/19 01 42 00 References 04/02/19 0145 29 Structural Testing and Inspections(WPM) 04/02/19 01 50 00 Temporary Facilities and Controls 04/02/19 01 55 26 Temporary Traffic Controls During Construction(LNV) 04/02/19 01 60 00 Product Requirements 04/02/19 01 73 00 Execution 04/02/19 01 73 23 Cleaning 04/02/19 01 74 19 Construction Waste Management and Disposal 04/02/19 01 77 00 Contract Closeout 04/02/19 01 78 23 Operation and Maintenance Data 04/02/19 01 78 36 Warranties 04/02/19 01 78 39 Project Record Documents 04/02/19 01 79 00 Demonstration and Training 04/02/19 01 91 13 General Commissioning Requirements 04/02/19 01 91 19.43 Exterior Enclosure Commissioning FACILITY CONSTRUCTION SUBGROUP DIVISION 02-EXISTING CONDITIONS Date Section No. Title 04/02/19 02 20 21 Control of Ground Water Well Pointing,Dewatering,and Disposal(LNV) DIVISION 03-CONCRETE Date Section No. Title 04/02/19 03 10 00 Concrete Forming and Accessories(WPM) 04/02/19 03 10 01 Concrete Formwork(Civil Sitework)(UE) 04/02/19 03 20 00 Concrete Reinforcing(WPM) 04/02/19 03 20 01 Concrete Reinforcement(Civil Sitework)(UE) TABLE OF CONTENTS 00 01 10-2 Copyright 2019 Gensler ATTACHMENT B Gensler May 6,2019 Del Mar College 002.8508.400 Bid Package 1 South Campus,Phase 1-A Addendum 04 Corpus Christi,Texas 04/02/19 03 30 00 Cast-In-Place Concrete(WPM) 04/02/19 03 30 02 Normal Weight Aggregate Concrete(Civil Sitework)(UE) 04/02/19 03 41 00 Precast Concrete Box Culvert(UE) DIVISION 04—MASONRY Date Section No. Title 04/02/19 04 21 13 Brick Veneer Masonry 04/02/19 04 22 13 Structural Reinforced Concrete Unit Masonry(WPM) 04/02/19 04 72 00 Cast Stone Masonry-Building DIVISION 05—METALS Date Section No. Title 04/02/19 05 12 00 Structural Steel Framing(WPM) 04/02/19 05 31 00 Steel Decking(WPM) 04/02/19 05 40 00 Cold-Formed Metal Framing A02 04/22/19 05 50 00 Metal Fabrications 04/02/19 05 51 00 Metal Stairs 04/02/19 05 52 13 Pipe and Tube Railings 04/02/19 05 53 13 Bar Gratings DIVISION 06-WOOD,PLASTICS,AND COMPOSITES Date Section No. Title 04/02/19 06 10 53 Miscellaneous Rough Carpentry 04/02/19 06 16 00 Sheathing DIVISION 07-THERMAL AND MOISTURE PROTECTION Date Section No. Title 04/02/19 07 13 26 Self-Adhering Sheet Waterproofing 04/02/19 07 19 00 Water Repellents 04/02/19 07 21 00 Thermal Insulation A02 04/22/19 07 27 26 Fluid-Applied Membrane Air Barriers A03 05/03/19 07 42 13.23 Metal Composite Material Wall Panels 04/02/19 07 52 16 SBS Modified Bituminous Membrane Roofing(Torch Applied) A04 05/06/19 07 62 00 Sheet Metal Flashing and Trim 04/02/19 07 72 00 Roof Accessories 04/02/19 07 92 00 Joint Sealants DIVISION 08-OPENINGS Date Section No. Title 04/02/19 08 11 13 Hollow Metal Doors and Frames A03 05/03/19 08 33 23 Overhead Coiling Doors 04/02/19 08 44 13 Glazed Aluminum Curtain Walls 04/02/19 08 71 00 Door Hardware(American Door Products) A01 04/11/19 08 80 00 Glazing 04/02/19 08 91 19 Fixed Louvers DIVISION 09-FINISHES Date Section No. Title 04/02/19 09 22 16 Non-Structural Metal Framing 04/02/19 09 29 00 Gypsum Board 04/02/19 09 61 23 Concrete Flooring Treatment 04/02/19 09 91 13 Exterior Painting TABLE OF CONTENTS 00 01 10-3 Copyright 2019 Gensler ATTACHMENT B Gensler May 6,2019 Del Mar College 002.8508.400 Bid Package I South Campus,Phase 1-A Addendum 04 Corpus Christi,Texas 04/02/19 09 91 23 Interior Painting DIVISION 10-SPECIALTIES Date Section No. Title 04/02/19 10 28 00 Toilet Accessories 04/02/19 10 44 00 Fire-Protection Specialties 04/02/19 10 51 13 Metal Lockers DIVISION 11-EQUIPMENT-Not Used DIVISION 12-FURNISHINGS-Not Used DIVISION 13-SPECIAL CONSTRUCTION -Not Used DIVISION 14-CONVEYING EQUIPMENT-Not Used FACILITY SERVICES SUBGROUP DIVISION 21-FIRE SUPPRESSION Date Section No. Title 04/02/19 2100 00 Fire Protection(J•DBR) 04/02/19 2102 01 Coordination Drawings(J•DBR) 04/02/19 21 05 29 Hangers and Supports for Fire Suppression Piping and Equipment(J•DBR) 04/02/19 21 13 13 Wet Pipe Sprinkler System(1•DBR) 04/02/19 21 22 00 Ecaro-25 Clean Agent Specifications('DBR) DIVISION 22-PLUMBING Date Section No. Title 04/02/19 22 02 00 Basic Materials and Methods(JDBR) 04/02/19 22 02 01 Coordination Drawings(J DBR) 04/02/19 22 05 13 Common Motor Requirements for Plumbing Equipment(J•DBR) 04/02/19 22 05 16 Expansion Fittings and Loops for Plumbing Piping(1•DBR) A01 04/11/19 22 05 29 Hangers and Supports for Plumbing Piping and Equipment(J*DBR) A01 04/11/19 22 05 48 Vibration and Seismic Controls for Plumbing Piping and Equipment(J•DBR) A01 04/11/19 22 05 53 Identification for Plumbing Piping and Equipment(I•DBR) A01 04/11/19 22 07 16 Plumbing Equipment Insulation(1•DBR) A01 04/11/19 22 07 19 Plumbing Piping Insulation(J•DBR) A02 04/22/19 22 08 00 Commissioning of Plumbing Systems(1'DBR) A01 04/11/19 22 10 00 Plumbing Piping(J•DBR) A01 04/11/19 22 11 19 Plumbing Specialties(l•DBR) A01 04/11/19 22 11 21 Natural Gas Piping Systems(J•DBR) A01 04/11/19 22 30 00 Plumbing Equipment(.J DBR) A01 04/11/19 22 40 00 Plumbing Fixtures(J•DBR) DIVISION 23-HEATING,VENTILATING,AND AIR CONDITIONING Date Section No. Title A01 04/11/19 23 02 00 Basic Materials and Methods(1'DBR) A01 04/11/19 23 02 01 Coordination Drawings(PDBR) A01 04/11/19 23 05 13 Common Motor Requirements for HVAC Equipment(J*DBR) A01 04/11/19 23 05 16 Expansion Fittings and Loops for HVAC Piping(NDBR) A01 04/11/19 23 05 26 Variable Frequency Motor Speed Control for HVAC Equipment(J•DBR) TABLE OF CONTENTS 00 01 10-4 Copyright 2019 Gensler ATTACHMENT B Gensler May 6,2019 Del Mar College 002.8508.400 Bid Package 1 South Campus,Phase 1-A Addendum 04 Corpus Christi,Texas A01 04/11/19 23 05 29 Hangers and Supports for HVAC Piping and Equipment(PDBR) A01 04/11/19 23 05 48 Vibration and Seismic Controls for HVAC Piping and Equipment(J*DBR) A01 04/11/19 23 05 53 Identification for HVAC Piping and Equipment(PDBR) 04/02/19 23 05 93 Testing,Adjusting,and Balancing(PDBR) 04/02/19 23 07 13 Duct Insulation(PDBR) 04/02/19 23 07 16 HVAC Equipment Insulation(J*DBR) A02 04/22/19 23 07 19 HVAC Piping Insulation(PDBR) A02 04/22/19 23 07 19B Underground HVAC Piping Insulation(J*DBR) A02 04/22/19 23 08 00 Commissioning of HVAC(PDBR) 04/02/19 23 09 53 Refrigerant Monitor System(PDBR) 04/02/19 23 09 63 Energy Management and Control System(J*DBR) 04/02/19 23 21 13 Above Ground Hydronic Piping(J*DBR) 04/02/19 23 21 16 Underground Hydronic Piping(PDBR) 04/02/19 23 21 19 Hydronic Specialties(PDBR) 04/02/19 23 21 23 Hydronic Pumps(J*DBR) 04/02/19 23 23 00 Refrigerant Piping(PDBR) 04/02/19 23 25 13 Water Treatment for Closed Loop Hydronic Systems(PDBR) 04/02/19 23 25 16 Water Treatment for Open Hydronic Systems(PDBR) 04/02/19 23 31 13 Metal Ductwork(J*DBR) 04/02/19 23 33 00 Ductwork Accessories(PDBR) 04/02/19 23 34 00 HVAC Fans(PDBR) 04/02/19 23 37 13 Air Distribution Devices(PDBR) 04/02/19 23 41 00 Air Filters(PDBR) 04/02/19 23 52 16 Condensing Boiler-Gas Fired(J*DBR) 04/02/19 23 64 16 Centrifugal Liquid Chiller(PDBR) A02 04/22/19 23 65 13 Open Circuit Crossflow Cooling Tower(PDBR) 04/02/19 23 82 19 Fan Coil Unit(J*DBR) DIVISION 25-INTEGRATED AUTOMATION-Not Used DIVISION 26-ELECTRICAL Date Section No. Title 04/02/19 26 02 00 Basic Materials and Methods(PDBR) 04/02/19 26 02 01 Coordination Drawings(J*DBR) 04/02/19 26 05 19 Wire Cable and Related Materials(PDBR) 04/02/19 26 05 26 Grounding(J*DBR) 04/02/19 26 05 33 Raceways(PDBR) 04/02/19 26 05 73 Short-Circuit,Coordination Study,Arc Flash Hazard Analysis(PDBR) 04/02/19 26 06 34 Low Voltage Raceway System(J*DBR) A02 04/22/19 26 08 00 Commissioning of Electrical Systems(J*DBR) 04/02/19 26 09 13 Electrical Power Monitoring and Control(PDBR) 04/02/19 26 09 43 Digital Lighting Controls(PDBR) 04/02/19 26 21 13 Electrical Service Entrance(PDBR) 04/02/19 26 22 13 Low Voltage Distributions Transformers(PDBR) 04/02/19 26 22 22 Low Voltage Harmonic Distribution Transformers(PDBR) 04/02/19 26 24 13 Switchboards(J*DBR) 04/02/19 26 24 16 Panelboards(PDBR) 04/02/19 26 27 26 Wiring Devices(PDBR) 04/02/19 26 28 16 Safety and Disconnect Switches(J*DBR) 04/02/19 26 29 01 Motors and Starters(PDBR) TABLE OF CONTENTS 00 01 10-5 Copyright 2019 Gensler ATTACHMENT B Gensler May 6,2019 Del Mar College 002.8508.400 Bid Package 1 South Campus,Phase 1-A Addendum 04 Corpus Christi,Texas 04/02/19 26 29 26 Miscellaneous Electrical Controls and Wiring(NDBR) 04/02/19 26 32 00 (45)Natural Gas Engine Driven Standby Engine Generating System(JDBR) 04/02/19 26 36 23 Automatic Transfer Switches with Bypass Isolation(JDBR) 04/02/19 26 41 13.13 Lightning Protection System for Low Rise(J•DBR) 04/02/19 26 43 13 Surge Protective Device(SPD)-Service Entrance(PDBR) 04/02/19 26 43 13.13 Surge Protective Devices(SPD)-Standard Interrupting(J•DBR) 04/02/19 26 51 00.13 Lighting Fixtures(LED)(J•DBR) DIVISION 27-COMMUNICATIONS 04/02/19 27 00 00 Communications(DDG) 04/02/19 27 05 26 Grounding and Bonding(DDG) 04/02/19 27 05 28 Pathways for Communications Systems(DDG) 04/02/19 27 05 43 Underground Ducts and Raceways(DDG) 04/02/19 27 11 00 Communications Equipment Room Fittings(DDG) 04/02/19 27 15 00 Horizontal Cabling(DDG) DIVISION 28-ELECTRONIC SAFETY AND SECURITY Date Section No. Title 04/02/19 28 00 00 Electronic Security(DDG) 04/02/19 28 02 00 Basic Materials and Methods(•DBR) 04/02/19 28 02 01 Coordination Drawings(J•DBR) 04/02/19 28 10 00 Electronic Access Control and Intrusion Detection(DDG) 04/02/19 28 23 00 Video Surveillance(DDG) 04/02/19 28 26 00 Emergency Intercommunications and Duress(DDG) A02 04/22/19 28 31 01 Fire Alarm and Smoke Detection System with Voice Evacuation(J•DBR) SITE AND INFRASTRUCTURE SUBGROUP DIVISION 31 -EARTHWORK Date Section No. Title 04/02/19 31 10 00 Site Clearing(UE) 04/02/19 31 20 00 Site Excavation and Fill(UE) 04/02/19 31 22 13 Rough Grading(UE) 04/02/19 31 23 00 Excavation and Backfill for Utilities(LNV) 04/02/19 3123 00 Excavation and Fill(WPM) 04/02/19 31 23 17 Trenching(UE) 04/02/19 31 23 23 Fill(uE) 04/02/19 31 25 13 Storm Water Pollution Prevention(UE) A03 05/03/19 31 31 16 Termite Control 04/02/19 31 63 29 Drilled Concrete Piers(WPM) DIVISION 32-EXTERIOR IMPROVEMENTS-Not Used DIVISION 33-UTILITIES • Date Section No. Title 04/02/19 33 01 10 Grouting Abandoned Utility Lines(LNV) 04/02/19 33 01 30.12 Hydrostatic Testing of Pressure Systems(LNV) 04/02/19 33 01 30.13 Vacuum Testing of Sanitary Sewer Manholes and Structures(LNV) 04/02/19 33 05 13 Manholes(LNV) 04/02/19 33 05 13.12 Fiberglass Manholes(LNV) 04/02/19 33 11 00 Waterlines(LNV) TABLE OF CONTENTS 00 01 10-6 Copyright 2019 Gensler ATTACHMENT B Gensler May 6,2019 Del Mar College 002.8508.400 Bid Package 1 South Campus,Phase 1-A Addendum 04 Corpus Christi,Texas 04/02/19 33 11 13 Polyvinyl Chloride Pipe(AWWA C900-16 Pressure Pipe for Municipal Water Mains and Sanitary Sewer Force Mains)(LNV) 04/02/19 33 11 14 Ductile Iron Pipe and Fittings(LNV) 04/02/19 33 11 16 Waterline Riser Assemblies(LNV) 04/02/19 33 12 13 Water Service Lines(LNV) 04/02/19 33 12 16 Gate Valves for Water Lines(LNV) 04/02/19 33 12 16 Tapping Sleeves and Tapping Valves(LNV) 04/02/19 33 12 19 Fire Hydrant(LNV) 04/02/19 33 31 13 Gravity Sanitary Sewers(LNV) 04/02/19 33 32 00 Control of Wastewater Flows(Temporary Bypass Pumping Systems)(LNV) 04/02/19 33 49 13 Storm Sewer Manholes(UE) END OF TABLE OF CONTENTS e TABLE OF CONTENTS 00 01 10-7 Copyright 2019 Gensler Nueces County Kara Sands Nueces County Clerk *VG-50-2019-2019042280* Instrument Number: 2019042280 Official Public Records AGREEMENT Recorded On: October 11, 2019 02:39 PM Number of Pages: 234 " Examined and Charged as Follows: " Total Recording: $939.00 %%%%%%%%% STATE OF TEXAS �aJNTY C0U9�1� Nueces County * ,f. *.i4 I hereby certify that this Instrument was filed in the File Number sequence on the date/time ,„$ printed hereon, and was duly recorded in the Official Records of Nueces County,Texas Kara Sands Nueces County Clerk G Nueces County, TXT *********** THIS PAGE IS PART OF THE INSTRUMENT *********** Any provision herein which restricts the Sale, Rental or use of the described REAL PROPERTY because of color or race is invalid and unenforceable under federal law. File Information: Record and Return To: Document Number: 2019042280 DEVELOPMENT SERVICES CITY OF CC Receipt Number: 20191011000126 2406 LEOPARD STREET Recorded Date/Time: October 11, 2019 02:39 PM User: Brenda R CORPUS CHRISTI TX 78408 Station: CLERK02