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Home My WebLink AboutPR 15632: DANIELS BUILDING AND CONSTRUCTION, INC. DESIGN-BUILD AGREEMENT FOR RENOVATION OF POLICE AND FIRE STATIONMemorandum To: Steve Fitzgibbons, City Manager From: Mark Blanton, Chief of Police Date: November 18, 2009 Re: PR No. 15632 RECOMMENDATION: It is recommended that the City of Port Arthur enter into an agreement with the Design- Builder, Daniels Building and Construction, Inc. for the renovation of the Police and Fire buildings at 645 4th Street and 333 Waco in the total amount of $2,246,511, with $246,511 contingent upon the receipt of a downtown improvement grant from the PAEDC. BUDGETARY/FISCAL EFFECT: Funding in the amount of $1.5 million will be: provided by the 2010 General Obligation Bond (to be issued January 2010). An additional $500,000 of General Funds will be provided by the budget amendment, P. 0.6054, which is on the December 1, 2009 Council Agenda. Account No. 301-1601-591.82-00, Project No. GO-809. STAFFING/EMPLOYEE EFFECT: SUMMARY: It is recommended that the City of Port Arthur enter into an agreement with the Design- Builder, Daniels Building and Construction, l[nc., for the renovation of the Police and Fire buildings at 645 4th Street and 333 Waco. WMB:sz P.R. No. 15632 11/18/09 WMB RESOLUTION NO. A RESOLUTION AUTHORIZING A DESIGN-BUILD AGREEMENT WITH DANIELS BUILDING AND CONSTRUCTION, INC. FOR THE RENOVATION OF THE POLICE AND FIRE BUILDINGS AT 645 4T" STREET AND 333 WACO IN THE AMOUNT OF $2,246,511, ACCOUNT N0.301-1601-591.82-00, PROJECT NO. GO-809 WHEREAS, it is deemed in the best interests of the citizens of Port Arthur to enter into an Agreement with the Design-Builder, Daniels Building and Construction, Inc., in substantially the same form as attached hereto as Exhibit "A", for the renovation of the Police and Fire buildings at 645 4`h Street and 333 Waco. NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PORT ARTHUR: Section 1. That the facts and opinions in the preamble are true and correct. Section 2. That the City Manager is herein authorized to enter into a Design- Build Agreement with Daniels Building and Construction, Inc., for the renovation of the Police and Fire Buildings at 645 4~" Street and 333 Waco, in substantially the same form as attached hereto as Exhibit "A". Section 3. That funding in the amount of $1.5 million will be provided by the 2010 General Obligation Bond (to be issuedl January 2010). An additional $500,000 of General Funds will be provided by the budget amendment, P. O. 6054, which is on the December 1, 2009 Council Agenda. Section 4. That completion of the work in Exhibit "E" to the contract is conditioned on receipt of a grant from the City of Port Arthur Section 4A Economic Development Corporation (PAEDC). Section 5. That a copy of the caption of this Resolution be spread upon the Minutes of the Corporation. READ, ADOPTED AND APPROVED on this day of December, A.D., 2009, at a Meeting of the City Council of the City of Port Arthur, by the following votes: AYES: Mayor Councilmembers NOES: Deloris Prince, Mayor ATTEST: Terri Hanks, City Secretary A OV D AS TO FORM: Val Tizeno, Ac i g City Attorney APPROVED FOR ADMINISTRATION: Steve Fitzgibbons, City Manager ROVED A O AVAILABILITY OF FUNDS: Deborah Echols, Director of Finance Pending approval of budget amendment P. O. 6054 and the approval of a downtown improvement grant from the City of Port Arthur Section 4A Economic Development Corporation (PAEDC). EXHIBIT f°A" TO THE RESOLUTION +A Document A141'" - 2004 Standard Form of Agreement Between Droner and Design-Builder AGREEMENT made as t:ri'the Sixteenth day of 7uly m the year Twa Thousand Njne (In +s~ords, irrdiraur rte}~, month rand year.) BETWEEN the (.hvncr: (Nantes, crddress unrt rrtlrc~r in fnrmatinn) City ai Port Arthur 444 4th Street 1'aat Arthur, 'T'exas 77641 Telephone Nuntlaer: 4(19-983-81 l5 Fax Nurntx.r: 4(XI-983-8291 and the: Deign-Builder: (Ncuur, culdrr'ss eau! r~tlrrr in%onruatiara) f~aruels T3uilding & C'r>nstructian, Inc. P.O. [3ax 2()878 Kcaumont,'f"s;xas "t"1`720-0878 '1'elephrne Number: 4(f9-838-3(1()6 Tax Number: 4i19-8:38-9ix16 firr the fallowing Yrnje~t: fNca~rnrr, tvc:uriorr and detailrrd desr.•riptirnr) Iic nav,ttions to [he Police, Municipal C"aura and Fire Facility ii7r the City of 1'oat Arthur 645 4ttr Street Port Arthur, "I'extts 77641 '1'1t< t)wner and Desigu-Builder agree as lsllaws. ADDITIONS AND DEt.ETiONS. The author of this document has added information needed for its completion. l he author may also have revised the text of ttre original AIA standard Toms. An Additions and r')elotians A'eport that noiE's added information aS well as revisions t0 the standard form text is available tram the author and should be reviewed. A vertical line in the left margin of this doctxnent intlicates where the author has added necessary information and where the author has added to or deleted from the original AIA toxt. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. Consultation with an attorney is also encouraged with respect to protessional licensing requirernenis in the jurisdiction where the Project is located. trait. AtA Document A141 TM - 2004. Copyright ~r 2004 by The American institute of Architects. All rights reserved. ~.. ': ~ This document was produced ~by AIA software at 09:3$:42 on .0/07t'2pp8 Under Under tJo.ttHT03884f3&_t which expires on 2/7,fit2010, and is not for resale. t)ser Notes: {2576958e55) TABLE OF ARTICLES 1 THE DESIGN-BUILD DOCUMENTS 2 WORK OF THIS AGREEMENT 3 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION 4 CONTRACT SUM 5 PAYMENTS 6 DISPUTE RESOLUTION 7 MISCELLANEOUS PROVISIONS S ENUMERATK)N OF THE DESIGN-BUILD DOCUMENTS TABLE OF EXHIBITS A TERMS AND CONDITIONS B DETERMINATION OF THE COST OF THE WORK C INSURANCE AND BONDS ARTICLE 1 THE DESIGN-BUILD DOCUMENTS § 1,1 "I'he Design-Build Dc~umcnts tirrm the Design-Build Contract. The. Design-Build Dcx;urrrcnts consist of this Agreement between C)wner and Design-Builder (hcroinafter, the. "Agreement") and ifs attached Exhibits; Supplementary and other Conditions; Addenda issued prior to cxec:utinn of the. Agt•ecrnent; t.hc Project ('ritc;ria, including changes to the Project ("riteria proposed by the I~sign-Builder and ucc:cptcd by the C)wncr, if any; the Design-Builder'n Proposal and written modifications to ttre Proposal accepted by the Owner, if any; ottx;r dcx~uments listr~cl in this Agreernerrt; and M<xfitications issuec~~i after execution oi'tiris Agreen>E~nt. The f.)esign-Build Dex~umcnts shall not be construed to create a urntractual relationship of any kind ('I> between the Arc;hitcct and Owner, (2) between the Owner and a Contractor or Subcontractor, or (3) tx;tivt~n any persons err s:ntities other than the. Owner and T3esign-Builder, including but not limited to any constiltanr retained by the Owner to prepare or rc:vizw the Project Criteria. An t;nurncratiorr of the I:)esign-Build Dsx;uments, other than Modifications. appears in Article 8. § 1.2 'Tire De;;ign-F3uild Contract r•cprescnti the entire and inte:gratcd agreement between the parties hereto and s~rpcrsedes prior negotiations, rcpresenGrtic>ns or agreements, either written of oral. § 1.S T'he Design-Build Contract pray tw amended nr modified only by a Modification. A Modification is (l> a written amendment to the t)esign,Build Contract signed by both parties, (~) a Change Order, (3) a Construction Change Directive or (4- a written order for a minor ehan~ in the Work issued try the Owner. ARTICLE 2 THE WORK OF THE DESIGN-BUILD CONTRACT § 2.1 The Design-Builder shall fully execute the V1'ork dcscrit+ed in the Design-Build Docutnerus, except to the extent specifically indicated in the Design-Build Documents co be the responsibility of others. ARTICLE 3 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION § 3.1 The date of camnrenccment of the Work shall be the date of this Agreement unless a different date is stated below or provision is made far the date to be iixs:cl in a notice issued by the Owner. {I»sert ttte dsrte q/ cxrnrmeru~ernsrrrl if it rJifferc•frrrtn the date nf'thi.c Agreement nr. rf'cepplicahle, state tltut the date rvil! tre fixed rrr a trutice tv t~rocced. j Init. AIA Docum~ni At4t*M - 2004. Copyright ai3 2004 by The American Institute of Architects. All rights reserved. << This document was produced by RIA software / at 09:38:42 on r U'0712009 under Ordsrr No. 1000388466_ which expires on 211 6120 1 0, and is not for resale. riser Notes: (257695645.5) The comtTx:ncttnem dau: will be fixeal in a notice; to prcx:eed by t.he. City of Port Arthur. If, prior to the camrneneernent of Work, the. i.)wner requires time to Pile rrtortgages, dtaeurnettts related tv mechanic's liens and other security interests, the Owner's time requirement shall be as follows: tlrrsert OrvrrYr'.r time reytrirementr.) § 3.2 The; C;antract Tinte shalt be measwred from tlu dale a4~ cantmencentt:ne, subject to adjwstments of this Contrail Time as provided in the Design-Build Ikrcuments. {Insert provisions, if'urrp,,lor liyuidrtted darrurges relating tn•(rriGrrr' to ccrmlrlete on ti»tr• rrr frrr bonus paymr:nts frrr erufv romlrletiarr q/'thr• Wnrk. ) t.,iquidated damages, payable to Uae City of Peart Arthur, shall the $SC)C}.IXl per day. § 3.3 Thu >~lcsign-Builder shall achieve Substantial Completion of Cite Work not later than days fron~r ttte date of cammenccmcnt, ar as follows: ilrrrert cumber ul'c~lend~r du~•s. rtlte•rrurtiv:rl}~, a culendcrr date may he used when coordinated with the date of r•nrrtrnr•ncemerrl. llnlrrr.r stater! ehvett~lrere in thr: 1)exr`,gn-&uilrl 1)r,~currtents. insert an}> reyairernenlr frrr earlier .Substantial C'um(rleilrut c~j`certrrirr prrrtizrns rrJ"tlte Wark.) Portion of Work Substantial Compie#ion Date ARTICLE 4 CONTRACT SUM § 4.1 'I'hc Owner sh;dl pay the Design-.t3uiltler the C'ontrtx t Sum in current funds far the Design=Builder's perli>tmance ol'the Design-Build Contract. The C'vntract Sum shall be ane of the f;rllerwing: {t:heck ttre uppruprirzte bne.) [ ~ Stipu}algid Sum in accordance. with Section 4.2 beli>w: [ ] Cast oi'the Work Plus Design-Builder's Fee in accordance with Section 4.3 below; [ X ]Cast a1'the Work Plus Design-Builder's hex: with a C;uaratiteed Maximum Price in accordance with Section a.4 below. (i3used un the selrx:U`art ubrrt`e, complete either 5'ectirrn 4.~, 4..3 err 4.4 belrsw. ) § d,2 STIPULATED SUM § 4.2.1 The Stipulated Sum shall be ($ }, suhject to additi<rns and deductions as provided in the Design-Build Docutnertts, § 4,2,2'T'h~ Stipulated Stern is based upon the fallowing alternctt4s, if any, which are described in the Design-Build Documents and are hereby accepted by the Owner: N/A § 4.2,3 Unit prices, if' any, are as faltows: DescrJption Unks Price (S 0.00) § 4,2.4 Allowances, if any, are as follt>ws: (trlentijj> and state else rnrtrrtutts of aray= ullowartces, and .rtutc: whether they incfnrte labor, nurteriuls, nr• hrrth) Init. AIA Document A1s1 ~- 2004. CopyrigM~ 2004 by The Arnerioan inst lute M' Arch~teds. Ail rights reserved.' ~ ? .. - , t This docurnent was prodaced try AtA software at 09:38:42 on i 0f07t2009 urxier Ordsr No.10003tst3466_1 which expires on 2'3 812010, and is rwt for resale. User Notes: {2576950455} Allowance Amount {$ 0.00) Included Items § 4.2.5 Assumptions or qualifications, if any, on whit-h the Stipulate-d Sum is based, .trr. as i~ollows: § 4.3 COST OF THE WORK PLUS DESIGN-BUILDER'S FEE § 4.3.1 The Cost of the Work is ac defined in Exhibit. B. § 4.3.2 The T)esign-Builder's Fre is: (Stole a lump suet, percentage of Cost q/~the W<rrk or other hrnvisu,n frir dcaerrrtrning the 1)esi~n-T3uilder's Fee urtd the nretlu,d of adjustment to the F`e,= for chcrnge,c in the. Wark. Seven t'erccnt fTYn) nC cost tat" work (Excludes design cost. inc,ludeci in Exhibit B} § 4.4 COST OF THE WORK PLUS DESIGN-BUILDER'S FEE WITH A GUARANTEED MAXIMUM PRICE § 4.4.1 The Cast tai the Work is as defined in Exhibit B, plus d1e t~tign-Builder's Fce. § 4.4.2 The Design-Builder'4 Fee is: /State a lump suns, perzrentage r~~ ("ost of the Work ur other l»ovision for determining the Design-Builder's F'ec and thrr rnel/rud of arlfustrnc•rrt to the Fee for chnrrge.~ i» lire Wurk.) tVtA § 4.4.3 GUARANTEED MAXIMUM PRICE § 4.4.3.1 The sum of the- Cast crf thG W'clrk and the Design-Builder's Ft~ is gtlaranteeJ by the Design-Buiider not to excc;ed "Two Million'fwu tiunrh•cd iwlrty Six'Thrrusaad t~ivc ltunth~ed Etevcn I~rltam and 7.crro ('enle t$ '?:?46.5 i 1.Ot) }, {Tnterkir $2,(lt)O,236.t1t): F:xtcrior 326,275.(X)), suhjcct to additions and deductions by chnages irr the Wt>rk as provided itt the Design-Build Documents. Such .maximum cunt is tx;ferred to in the Design-Build T)tx:untents as the Guarantcut btaximurn Price. Casts which v«~ould cause the Ciuarantecd Maximum Arise to be cxcecdc~ shall be paid by the Design-Buildor without reirrtburscnx;nt by the t)wncr. (Insert speri~ic~ prrnvsions if-the !)esigrr-Builder is k, partiripcate in an~• savings.) § 4.4.3.2 Thy Guarlnleul M1laximtun Price is based t?n the. ti>Ilt:rsving alternates, il' any, which arc described in the. Dcsibn-Baird C)acuments and arc hereby accepted by ttre Uwner: § 4.4.3.3 Unit. Prices, if any, arc as ft~ltows: Desctiptton Untta Price {s 0.00) § 4.4.3.4 AIlt,warlces, if any, are as follows: (Identify rrrul start: the arra,urtts of arty ullowan~ as, and state: mintlrer they inclauie labor, rntrterials, or Lotlt.) Allowance Amount {s 0.00} Included ftems § 4.4.3.5 Assumptions, if any, on which the Guaranteed Maximum Price is based, are as 1i111ow~: (Identify rite assumptions on lvltiah the Guuaranteed Mrtxirnunt !'rice is Lased.) Sec Exhibit "D", Scope of 1~'ork -Interior and Exhibit "E". S~copc of Work -Exterior lttit AIA Document A/4t r'+-2(104. Copyright ~ 2004 by The American lnstituae of Architects. All rights r¢served. ~Tius dot:uraant was produced hY ~AIA software 4 axr 09:38:x2 on t 0%07/2009 under Order No. r (X,0388486...1 wMCh expires on 2!1612010, and is rrot for resale. user Notes: {2576950455) § 4.3 CHANGES IN THE WORT( § A.5.1 Adjustments of the C'ontrict Sum irn at:cnunt of changers in the Wilric Wray be determined by any of the meth{xis listed in Article A.7 of F.,xhibit A, Terms and Conditions. § d.5.2 Where the Contract Sum is the Cost of the Work, wkh or without a Guarantied Maximum Price, anti no spu;ific prtwision is made in Sections 4:3.2 or 4,4.2 for adjuatrnent of the f.>esign-Builder's Fce in the case of Changes in the. Work, or if the extant of such changes is such, in the aggregate, that appticatiott of the adjustrrxnt will cause substantial inequity to the Owner or Design-Builde~~r, the Design-Builder's Fee shall be equitably adjusted on the basis of the Fee established for the, original 1~'ork. and the Contract Sum shtlil be adjusted accotxlingly, ARTICLE 5 PAYMENTS § 5.1 PROGRESS PAYMENTS § 5.1.1 Based upon Applications lire 1'ayntenl submitted ut the. Owner by the Design-Builder, the Owner shall make progress payments on account of the Contract Sum to the Design-Builder as provided below and elsewitere in the Desif;n-Build Ik~curnents. § 5.1.2 `1'he period covered by each Application far Payment shall be orte calendar month ending on the last day of the month, or as follows: § 5.1.3 Prnvided that an Application fnr Payment is received not later than the f~il'th day of month„ the. C)wrxrr shall rnakc payment to the Design-Builder not later than the Twenty-filth day of the carne month. If an Applicaation ibr Payment is rY;c;civcd by the Owner offer the application date fixed above, prrymc-nt shall be made by the C)wner 1x>t later than Twenty ( 30 )days after the Owner receives the r~pplicatitrn tin Payment. § 6.1.4 With each Application fvr Payrrtcnt wherti: the Contract Surn is based upon the Cost of the Work, or the Cost. oi'the. Work with a Guarantied Maximum Prig, the Design-li~uildcr shall submit an accounting of costs expended to demonstrate that cash disbursements already rnaile by the ih~sign-Builder on account of the Cost of the Work eilual or excce;d { I t progress payments already received by the l~si;~rr-Builder, less (2) that portion of thou; payrrrents attribut<tbk to the Design-Builder's Feu; plus (3) payrolls for ~~thc period covered by the pr<scnt. Application for Pavrnent. § 5.1,5 With aach Application liar Payment where the Contract: Swn is traced upon a Stipulated Sum or Cast eaf the W411'li with a Ciuarantcul Maximum Price, the L)c:sign-Builder shall submit. the enact rt;c4°nt sr~ht:dale of values in accordance with thin t~esign-Build Dcreurncnts. 7'he schedule of values shall alkx;ate the eneittc C'crntract Smn am<rng the various portions of the Work. Compensation 1'irr de--sign services shall be shown separately. Where the Contract Sum is based on the Cast of the Vl'ork with a Guarantied Maximum Price, the Design-Builder's Pee shah be shown siparately. The schedule of values shall tee prepared in such farm and suppcrrteci by such data to substantiate its accuracy as the Ocaner may require. This scheduli: of values, unless objictcd to by the Owner, shall be acid as a basis fnr reviewing the Disign-Builder's Applic<nicnls for Payment. § 5.1.6 in taking action cxt the Design-Buildir's Applications Igor Payment, the C)wncr shall he entitlid to rely on the accuracy and completeness of the inlirrmauan furnished by the Design-Builder and shall real be deernetl to have made a detailed examination, audit or arithmetic veritication of the dcxumentatiorr submitted in accordance with Sections 5.1.4 or S. I.S, or other supporting data; to have madi~ exhaustive or continuous on-site inspections; ar to have. made exarninaticrns to asrenain ht:rw or f<rr what. purpase~.ti the Design;Builder has used amounts previously paid on account of the Agreement. Such examinations, audits and. verifications, iI required by the Owrrcr, will be performed by thi C)wner's accountants acting in the sole interest oC the Owner. § 5.1.7 f?,xcept with the Owner's prior approval. the Design-Builder shall not make advance payments to suppliers fc>r materials or equipment which have Wert. been delivered ;tr-til stored at the site. AIA Oacumsnt A14t *u -2004, Copyrlghi ~ 2004 by Tno Amoriean Institutes of ArcNtoete. A11 rights rssertred. ,r ~ " ~° ~ Init• z, .. ~ ~ ~„ l tus document was produced b1' AIA software J at 0938;42 on 7U;0712t109 under t)rder NO.tt)0(Y.i88468,_7 which expires art 21t61201U, and is not For resale. User Notes: (2576958455) § 5,2 PROGRESS PAYMENTS -STIPULATED SUM § 5.2.1 Applications for Payment where the Contract Sum is based upon a Stipulated Sum shall indicate the percentage of completion of each portion. of the Work as of the end of ttte 1>criod covered by the Application for Payment. § 5,2.2 Subject to other provisions oi'the Design-Builtl (ktcrttnenis, the atnount of each progress pay ntenl shall he. computed as follows: .1 `T'ake that pcrrtit:rn <tf the C;oturact Sum properl} allocable to c;trmpleted Work as determined by multiplying the lxrcetttage completion of each portion of the Work by the. share of the Contract Surrr atlocated to that ptntitnt of the Work in the u:heclule of values, loss re.tainagc of ( ~~;: ) an rh+; 1~'ork, other than services provided by design professionals sand other consultants retained directly by the T:)esign-Builder. Pending final determination of cost to the C)wner of Chatrges in the. Work, ztrrrounts not. in clisputc shall be included as provided in Scrticrn A.7.3.8 of F..xhibit A, Terms and Conditions: .2 Add that portion of the Cont.raet Sum properly allocable to materials and equipment delivered and suitably stored at the sitr;; far subsequent incorporation in the completed construction (or, if approved in advance by the Owner, suitably stored ofl'Ihc site at a lcx:ation agreed upon in writing), lees retainage of ( rife ); .3 Subtract the aggregau: of previc:~us payments rrl.ade by the C)wnet; attd .b Stibtraet amounts. if arty, for which the Owner has withheld payment from or nullified an Applit;u9cm fitr Payment as provided in Scct.ion A.9.5 of Eixhibit A, Terms acrd Conditions. § 5.2.3'I'ttc progress payment atnount determined in accordance with Section 5.2.2 shall be f'utther nretclitiett under the fctllawing circumstances: .1 add, upon Substantial Crxmpleticm of the Work, a sum sufficient to increase the to#al payments tct the full amount of the C'ontrtct Surrt, less such amounts as the Owner shall elctermiac for incomplete Work, rt;tainage applicable to such work aad unsettled claims; and (Section A.N.8.6 gl'l;:rhibit A, Teens and C:vnditions reyrtires release of applicable rrrtairta~e upon Substantial L:i~mpletiar crf'ls4'ark with consent r>f surer), ijany~.) .2 add, if final completion of the Work is thercatter materially delsryed through no fault of the Dcsign- Builder, any additional almoners payable. in accordance with Section A.9.10.3 of Exhibit A, Terms and Conditions. § 5.2.d Reductit:m or limitation ofretainage, if any, under Section 5.2.2 shall be as follows: Jljit is irtxendecl, prior to S+tbstantictl Ccrmpletinrs n(tltc~ Entire l~vrk, ra reduce or limit the r<rfuinrtge resuliirrl,~ Jrrrnt t}te pence rUugcs inserteil in Sections 3.2.2.1 uncl 5.2.2.2 rdnrt-c~, and this is trot explained elsewhere irr titer %)csi~ns- 13ttild I)ocurrtrrttr, inser7 here prvvisions•fcn-such rr~cluction rr,rlirnitatiun.) § 5.3 PROGRESS PAYMENTS • COST Of THE WORK PLUS A FEE § 5.3.1 Wktere the Contract 5urn is bused upon the Cost of the ~'Vork plus a fcc without a Guaranteed Maxirrwnt Price, Appticatians for Payment shall show the Cast of the Work actually incurred by the Design-Auilder through the end of the period covered by thv Application for Payment attd for which Design-Builder has made or intends ua rrrake actual payatent prior [cr rite next Application (irr Payinctrt. § 5.3.2 Subject. to other provisions of the Design-Build Tkrcwt:tents, the. amc>ant of each progress payment shall be computed as follows: .1 Take. the Cost of the Work as dcscribcci in Extaibik B; .2 Add the Design-Builder"s Fee, less retainagc of Five percent { S.OQct'o }. The Design-Builder's Fee shall kx, ecnnputeci ulxrn ihc. Cost of the Work alescribeel in tlx preceding Section 5.3.2.1 at ttx. rate stated in Section 4.3.2; or if the Design-Builder's Fee is stated us a fixed sum in that section, ttn atnount which bears the same ratio to that fixed-sum Fee as the Cost of'the Work in the. preceding sectir.m bears to a reasonable estimate of the ptY.rbable Cost of the Work upon its completion; .3 Subtract the uggrcgate of previous pay~neut~s made by the C)wner; Init. AIA Doaumgnt A141TM - 4004. Copyright 0 2004 by Then Amsttcan Institute crf Architects. All rights reserved. ' '• '~ This rfocumen; was produced oy AIA sottware s t at 09;38:42 on 10/07x2009 antler Order hlo.i Wfl388466_t which expires on Z 16;2010, and is not for nasals. User Notes: {2578958455) .4 Subtract the shortfall, if any, indicated by the T)esign-:Builder in the documentation required by Section 5.1.4 or resulting from errors subsequently ttiseovered by the Uwner's accounuants in such dtxuntentation; and .5 Subtract amounts, if any, I%>r which the Owner has withheld or withdrawn a Certiticate for Payment as provided in the Section A9.S o1' Exhibit A, Terrrrs and Conditions. § 5.3.3 Re~utinage in addition to t:he retainagc stated at Section 5.3,2.2, if wry, shall be as follows: Noce § 5.3.4 F,xccpl with the ()wncr's prior approval, payments i'or ith4 Work, other than tirr services provided by design professionals and other consultants retained directly by the Design-Builder, shall by subject to retainagc of not less than Five percent { 5.{xlr'le ). The Uwner and Ik°sign-Builder shall agree on a mutually accc:tsable praccdure tirr review and approval of payments and retention for Contractors. § 5,4 PROGRESS PAYMENTS - 0057 OF THE WORK PLUS A FEE WtCH A GUARANTEED MAXIMUM PRICE § 5.4.1 Applications liar Payrrre;nt where the ('c.mtract Sum is biased upon the: Cost of the Wcrrk Plus a Fee with a C;uarantced Maximum Price shall show the percentage of completion of each portion of the Work as of the end o1' the pericui covered by the Application for t'ayment. The percentage c>f completion shall ere the lesser of t"t) the percentage of that Ixrrtaon of the Wvrk which has actually Lx:en t:ornpleted; or {2) the perc:c~ntage c2htained by dividing {a) the. expense that has actually been incurred try the Design-Builder on account of that pcrrti<rn of the Work for which ttte IksigrrBuitder has made or intends to make actual payment prior to the next Application i'or Paylncnt by fb) the share of the Ciuaranteetl Maximum Prick; allcx;ated to that portion of the Work in the schcrtuie. of values. § 5.4.2 Subject to other provisions ai'the Design-Build Ducum~eats, the amount of ezrch progress payment shall be. ccxnputed zas 1'c>llow; ,1 'l'ake that portion of the- t3uarzmteed Maxinuun }'rice properly allcx;ablc to Cornpletcd Work as dcu;rnrined by multiplying the. percentage of completion of e.x.h portion ctf the. Work by the share of the. C;uaranteed Maximum Price allocatul to that portion of thcs. Work in the schedule of values. Pending final determination of cost Co the Owoes of changes in the Work, amounts oat in disputC. shall be included as provided in Section A.7.3.8 c>i' Exhibit A. Trrrns anci C'onditians; .2 Add that portion cif the (.;uarantecd Maximum 1F'rice property allocable to materials and equipment dc;livert;d and suitably stcn•ed at the site ti>r subsequent incorporation in the Work, or if apprcwed in advance by the Uwner, suitably stared off the site at a location agrcxd upon in writing; .3 Add the Design-Builder's Fee, less retainagc off' { '~~ ). TIC L7esign-Builder's Fee shall be computed upon the Cost oi'the Work. described, err the. two preceding sections at the rate; stated in Section 4.4.2 or, if the. Design-Builder's Fee is stated as a fixed sum in that section, shall be ar- amount that. bears the saroc ratio to that. tlxed-sum fee as the Cost of the Work in the twcr preceding sections bears to a reasonable estimate of the prcabable Cost of the Work upon eta canrpletion. .4 Subtract. the aggregate of previous payments made by the Uwner; .5 Subtract the shortfall. if any, indicated by the Design-Builder in the docurncntation required by Section 5.1.4 to substantiate prior Applications for Prayrnent, or resulting from errors subscquc;rttly di~;overed by the Uwner's accountants in such documentation; and ,6 Sub[ntct amounts, i1`any, for which the Uwner has withheld err nullified a C;ertihcate for Payntcnt as provided in Section A.{).5 c>I' Exhibit. A. Terms and Conditions. § S.d.3 Excelrt with the Uwnea's prior alipruval, payrnentr~; for the Work, then than for wrvices provided by desi~~ra professionals and other consultants retained directly by the Design-:Builder, shall be subject to retainagc of not. less than { '7c ), The Uwner and Design-Builder shall agree an a mutually acceptable prcx~edure for review arrd approval of payrneuts and retention less Contractors. § 5.5 FINAL PAYMENT § 5.5.1 Final payment, a.>nstitut.irtg the entire unpaid balance of thr Contract Sum, shaall be made by the Owoes to the Design-Builder no Inter than 30 days after the Design-Builder has fully performed the Design-Build Contract, including the requirements in Section A.9.1Q c7f Exhibit A, Terms and Conditions, except f<.rr the. Design•Builder's loft AIA Document A14YTr -2004, CopyrightQ12004 by The Americas Institute ai Arctrtects. All rights reeerved. This document was produced by AW software ~ ~ at 09:38:4@ on 10t07r`L009 under Order No. t OOta'3884fiFi....1 which expires on 2"r 9 ~Or 0, and is not for resale. User Notes: (257ti95$4551 responsibility to correct non-canliarrning Wvrk discovered offer final payment yr tv satisfy ether t~yuiremenGC, i1' any, which extend beyond final payment. ARTICLE 6 OiSPUTE RESOLUTION § 6,1 The parties appoint the following individual tv serve as a Neutral pursuant to Section A.4.2 of Exhibit A, Terms and Conditions: {btsert the rrume, address and outer ittfi»matunt of thr individual tr> seine cts a Nentrcr/. If the parties der not select a Netttr-al, the n the provisions of Section A.4.2.2 of E.rhibit A, Te,rnrs and (.'onditions, shall apply.) § 6.2 If the parties do not resolve their dispute through mediation pursuant to Section A.4.3 01' Exhibit A, Terms and Conditions, the method oC binding dispute. resolution shall he the. PoUtrwing: (If the pirrties do nor select a method r~l'birrdirtg dispute resolution, then tfre nietlurd rrf binding dispute resoltrtion slzull brc by litigation in a court of competent jurisdiction.) {Check one. ) [ X ] Arbitration pursuant to Section A.4.4 of Exhibit A, Terms and {;onditions [ ~ Litigakion in a court of competentjurisdietivn j Other {Spec'f/)') § 8,3 ARBITRATION § 8,3.1 If Arbitration is selected by the parties as ifu~ tncthod of binding dispute. resolution, then any claim. dispute yr other matter in question atisirtg t>ut of or rcaatcd to this Agreea,x;nt shall be subject to arbitration as provided In Sccturn. A.1.4 oi' Exhibit A, Terms and Conditivnw, ARTICLE 7 MISCELLANEOUS PROVISIONS § 7,1 The Architect, ether design professionals and consultants engaged by the Llr:.4igrr-Auilder shall be persons or entities duly licensed. to practice their proi'essitans in the jurisdiction where the:. Project is hx;ated and an listed as 12r1 lows: ilnsert Warne, address, license rrumher, relatinrrship to Design-L3tciklerand other injrrrrnatinn.) Name and Addrress Jc;tfrey P. Gerber PEAL 3131 Briarpark, Suite 2t)n i-ktustctn, Texas 77(112 James B. Harrison, III I3an•isonKornberg Archilecis 3131 Eastside, SuiCu tOO Houston, Th',XiAS 77t><)8 Terry G. Shipman Fittz ~ Shipman, Tnc. 1405 Cornerstone Court t3eaurrtcntt, Texa.~, 777tKi License Number Rdatlanship to Other Information Oesign•Bullder 1.3832 Architect 19313E Ass<zciate Architect 3917b ME.1" Ca.rnsultant § 1.2 Consultants, if any, engaged directly by the C)wner, their prof`sssions and responsibilities are listed bc;low: {Insert rwme, address, license number. {f applir-able, artd r-e.rlarrnsihilities to Owner and other infirrmation. ) Init. AIA Document A141TM - 20a4. Copyright ~&Y 2004 by Tha Amencan InsCMUte of Architects. All rights reserved. - ,- ` `P ' This da:urneni was proouced by AIA software B ~ at 09 38:42 on 10,'G712t]09 under t)nfer Nc. t OOG3£i8466„.,t wltich expires on 7Jt Ii12010, antl i3 not for rasaie. Uses Notes: (2576956455) Name and Address License Number Responsibilities Other Information to Owner Bradley Kaimans, PE Kaimans Mru•sttall Engineering, Inc. 1(193{) W. Sant (iouston Pkwy., Suitt; 91)0 1(ouston, Texas 77(k'i4 Kaltnans Marshall Eng. #41 1 I Bradley Marshall ~8(t? 19 § 7.3 Separate eontractot•s, if any, engaged directly try the C)wner, their trad+~s and responsibilities art: listed taelow: {Insert aurae, trddress, tic•en.se nurnher, if applicable, re.rponsibiliticss to Ort+ner urtd other irr/vrrnation. ) Name and Address License Number Responsibilhies Other Information to Owner § 7.4 Ttw Owner"s Dsignated Representative is: (In.ti~z~rt name. address and vtlter irt/ornrativn, ) l4iark Blarrttxr, (".hiel' of Poiic;e• 4~ nth Street. Part Arthur, "Texas 776A'I § 7.4,1 The C)wncr's Designated Representative idcntil`ied above shall he authorized to act an the Owner's behalf with rrs)xct to the Project. § 7.5 Tixt l7esign-Builder's Designated Representative is: {Insert rutmr, uddrear and voter informutivn. ) 3otrn Polk }'.C). Box 20878 Beaumont, Texas 77721)-0$78 § 7.5,1 The Iksign-Builder's Designated Representative identified above shall be. authorized to act on the Design• Builder's behalf with respect to the Projece. § 7,$ Neither the Owttcr's nor the I'k~sign-Builder's Designated Representative shall be changed without ten days written n<aticc Co the other p.uty. § 7.7 Other provisions: § 7.7,1 Where rcterencc is made in this Agreement t<r u provisi+an of another Design-Build Document, the. reference reters to that provision as amended or supplemented by other provisions ot'the Design-Build Documents. § 7.7.2 Payments due and unpaid under the Design-Build Contract shall bear interest from the date payment is due at fire rate stared below, ar in the; absence thert:of, at the legal tau: prevailing from time G) time at the place where the Project is located. (insert rule o/~%nte•rr .ct ui,~reed ttpvn, i f tray. ) Six percent (G.OOr9c) per annum (Usury laws and reynirrntents under fire Fetleral 7'ntth in Len~dinl,~ Act, sirrrilcrr stain crud Iac•al consumer t•redit tttx>s turd utlter regudaticnte at rite Owner's and Design-Builder's principal places of business, rite Cvcatiort trf the 1'rvjera (nit. AIA t)ocument A141 ~+ - 2004. Copyright ~ 2004 by The American Institute of Architects. All dgh;s rtyervsd. - ~ _ - T rns document was produced by AIA sottv~rare ~ ! at 49:38:42 on 10l07r2009 under Order No.t000388466_1 which expires nn 2/1EU2010, and is not for resale. User Notes: (2576958455) arul el.sewher-rr eurv a~ec:t the vulidity r>f this provision, Lel~rti advice sltr,uld be r,btulned with respect to rleletiorrs nr ntnrlilicatian.c, and also re),>ardrrt,~ rerluirerrtynrs.rue~h us wr~itren dtsa:losures nr waivers.} ARTICLE 8 ENUMERATION OF THE DESIGN•BUILD DOGUMENTS § 8.1 The Design-Build D<x;umems, except far ModilTcatirnts issued after execution of this Agrer<rneut. ttre r:nunteratul ati litllows: Al( diacutncnts will tx; dcvc;lopcxl after execution of Agrcentent. § 8.1.1 The Agreement is this executed edition ol'the Standard E;orrn of Agreement Between f)wner and T)esiftn- Builder, ATA L)tx;ument A141-2O{kt. § 8.1.2 'The Supplemcnutry and other Candition~ of the Agrecrnent, if any, are a~; i'allows: (h;ither lis~r applicaable doraunerats belnrv or rifer to un rxhihit rttrar•laed to this rlgreemerrt.) Title c-,f the Supplementary and C)ther C'anditioits exhibit: {'TaPile deleted) § 8.1.3 The Project Criteria, including changes to the. Project Crhrri<t propctseti by the T)esign-Builder, if :toy, hind accepted by the f)wner, arnsist «f the following: fE rtlarrr list applicufikr dvetunents and their dotes below ar rr• fear to an exhihir utraclted to this Agrrucrncrat. ) Title of the Project C riteria t xhibit' ('1 able deleted) § $.1.4 T'hc Desifn-Builder's Proposal, dated , utnsists of the following: fE;ither list rlpplicrrthla• documents belntr~• or rifer to an exhihit,attar.•herl to this A,t,rrr:r:merrt.} 'T'itle of the Uc,Sign-$ui(der's f'roI>osal: § 8.1.5 Antendmcuts to the. Design-Builder's Proposal, if any, airc as ii~llows: (L:irlter list applicable documents hclr,w nr ruler to art exhibit attached to dais Agreement.) Title r~if the ArStendmr*.nr`ti frr Design-Builder's Propo~:rl ~-xhibit: § 8.1.6 "Che Addenda, if any, are as f"oolows: {F ithrrr list alaplicuhle rlncu~naents below or refer to an rct~hihir ~^rlraclaerl to this Agreamerit. ) Title of the Addenda exhibit {7able deleted) § 8.1.7 T~.xhibit r1,'T"ennsand Conditions. lljthe parties ugrNe to substitute a rrns anc! i°cmditir,rrs utlter than th:~se contairiccl bn Alta Uocurnent!t /4/-2(X,)4. Csxltibit A, Terms arul (:'onditinns, then id'enttfV such terms und' coatditinrrs arul uttai~la to this Agreement as Exhibit A.) § 8.1,8 Lxhibit B, Detcrminat3on of tlic Cost of the Work, if' applicabh;. (t f the parties al;~ree to suhstittatt: a method rn determine the ccsst r~J'the Wnrk other thtrn that contained in Al'A I~orunrent :S 14.1-2f1f74, x'.tihibit i4, Dererrrrinatinn of rlte Cost r>)"the Work, then irlenztfv surh other rnerhod uy determine the' cost of the Wor;i and attach to this A,treernent as Exhibit 13. If the Cntttract Sum Bs rt Stipulated 5arrr, then E.rhibit LJ is »nt applicable.} § 8.1.9 Iixhibit C, Insurance and Bonds, if applicable. {C`onaplcae AlA 7)ncurnent A141-21X)Q, l'xhlhit C. Insacrnnce itnd Baruls or indit;ate "not rtpplir~crbie. ") § 8.1.10 Other drrcurt~nts, if any, forming part of the Design-Build Doctimenis are, att follows: (Either list applicable documerrls below a• refer to an exhibit attached to this Agreenierat.) 'T'itle of the f)tlter C~rxurnents exhibit: Exhibit "D", Scope of Work-Interior Exhibit "E", Scol~c of Work. -Exterior init. AIA Document A1A1 TM - 2tt04. Copyright fia 2iNM by The American Incrituta nt ArMitaris. A[I righte reserved.:' This document was ,,eoducad by AIA software ~ / at 09:38:42 on 10r07r2009 under f)raer Ne, t 00038846Fi_t wMch exFtires on 211 Ei-2010. and 's not for resale. User Notes: (2578958455} "i'taa~ ~«rG~~a~aia7t raatered inti> a~ cat tiia day .tract ~<tr t1r~t ut-itt4ta ,a~c,~~. t.it;1% cat' 1't~ri Artattr i)anie~is ~3uldin~ ~ t~satatr±a~trcwaa, :ir3c. _..______ ... _ ..- _........-....._..__-._.._ .__._.._...,m,.-,.._.._.___ . , _.___._.-_ ___.~_~_ ~.~._ _ _,.~ -.. _ _.~. tlaAitNERf~r~'r~~r,aaa~•ci 0~51GIa1.6fi3Rl.~l~EFtasir~+rr*,~~ '~t.f:., rc~n F~i~~ tbbtmy. C.'it~- i4.9at_ ~~z~e,~t lz;a-a-v i; ;ai~i~. C'ar±tcze;a~ai ~ s re -i zcrr~tr t~nr{ iiilr~i ____~„~.~~ .~i/'r~f,el rutrn4~ ntr~~ iz:;~r;_..~.,.~.~~_.. ______-- !n2#, AtA Rocumanf aa4 r,x, - 20134. Ccrpyragha ~ 2t;C'4 t7y Ttrt; Am~~ c;~t i Inatdi~ ~- :~* ~i ~.i~ticcas. Ali rtghts reserved. ~t t19:_t,~ 1 , u~, i~ n_ :;.4ada9 ==>r~Jer Jtde= tVa.1 Oi;i~38a46~a..' ~,Y a~.~~ Nxra; ~ z: .n ~, as?ta ~s ~ at inr '~~IH User Hates: ii;~s itirt~~:',ent v~~s ~,ra~uct;d t - ~ R ; > tav%a~r ;.2~5~2a2`5? Document A~ 4'I r" - 2004 Exhibit A Terms and Conditions far the following PROJECT: {!'Nome cold lvrolion vraddress) 12enovatictits is the Police, Municipal Cautt and f-'ire 1~acility I'ttr the City of P<>rt Arthur ADDITIONS AND DELETIONS: (45 4th Street The author of th(s document has Pori Arthur, Text. 77luil added infomtation needed for its completion, The author may also THE OWNER: have revised the text of the original {Nome and lrrc•anon) AiA standard form. An Additions Aritf Detetrans Report that notes added City of Par? Arthur information as well as revisions to 344 ~ih Street the standard form text is available trom the author and should be Port Arthur. "Cexas 7764 t reviewed. A vertical Tine in the left margin of this document indicates THE DESIGN•BUILDER: where the author has added {Nrxmc: and !uc'utinrt) necessary infiormation and where the author has added to or deleted L)aniels Nuiidin~ & C'crostruction, Inc. from the original AtA text. P.(). I3<~x 2QB7k Bcaum<>nt, T'cxas 7772(1-Q878 This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. Consultation with an attorney is also encouraged with respect to profiessionai licensing requirements in the jurisdiction where the Project is located. AIA Clocumrnt A 141 *~ - 2004 Exhibit A. Co --___._ ..__._._._. _.....____ Init. pyrlpht ®200! by The American instriuta of ArchHacts. Ati Ayhts resraxvad. This docrxnent was produced by ! AIA software at 10:09:38 an t 0lo7t2009 under Order No, tOtH>3884G8.~1 which expires on 2/16f2010, and is not for resale. User Notes: (2014070181) TABLE OF ARTICLES A.1 GENERAL PROVISIONS , A.2 OWNER A.3 DESIdN•BUILDER A.4 DISPUTE RESOLUTION A,5 AWARD OF CONTRACTS A.6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS A.7 CHANGES IN THE WORK A.8 TIME A.9 PAYMENTS AND COMPLETION A.10 PRpTECTION pF PERSONS AND PROPERTY A.11 INSURANCE AND BONOS A.12 UNCOVER~+id AND CORRECTION 4F WORK A.13 MISCELLANEOUS PROVISIONS A.14 TERMINATION flR SUSPENSION pF THE pESIGN-BUILD CONTRACT Init. A1A Oocumsnt Ai41 ra - 2tk14 ExhkMt A. Copyright t{,9 2004 by The ameriC7n Institute df Arohftects. AN rights resenmd_ This dncurnent was produced 5y a AIA software at t 009:38 an f Ot07J2009 untler Order lVn, f 000.'388466 1 which exprres on 211 fu'20f 0, and is not for resale. User liotanr: _~ {2t3t 407Uf 61) ARTICLE A,1 GENERAL PROYI5iONS § A.1,1 BASIC DEFINITIONS § A.1.Li THE DESIGN-BUILD DOCUMENTS The 1)t;si};n-Build Dcxutnents are identified in Section 1.1 of the Agreement. §A.1.1.2 PROJECT CRITERIA The Project Criteria are identified in Section 8.1.3 of the Agrt;etnent and may describe the character, :scope, relationships, forms, size and appearance of the Project, materrials and systems and, in general, their quality levers, performance, standards, reyairements or criteria, and major equipment layouts. § A.1.1,3 ARCHITECT The Architec-trs the person lawfully licensed to practice architecture or an entity lawfully practicing archtectutr identified as such in the Agreerr-~nt and having a direct contract with the Design-Builder to perform design services for all or a portion of the Work, and is referred to thmughout the Design-Build Documents as if singular itt number. `The term "Architect" means the Architect ar the Architect's authorized representative. § A.1,1.4 CONTRACTOR A Contractor is a person or entity, other than the Architect, that has a direct contract with the Uesign-.Builder to perf'ornt trll or a portion of the construction required in connection with the Work. The term "Contractor" is refened to throughout. the Iksign-Build Dtxutnents as if singular in number and means a Contractor or an authorized representative of the Contractor. The term "Contractor" does not include a sep<~u'itte contractor, as defined in Section A.6.1.2, or subcontractors of a separate ctntractor. § A.1.1.5 SUBCONTRACTOR A Subcontractor is a person err entity who has a direct contract with a Contractor to perl'ortn a portion of'the ccrnstructiori requin;d in connection with the Work at the site. The ter'nt "Subctrrttractvr" is referred to throughout the Design-Build Documents as if singular in number and trtcans a Subcontractor or an authorized represenutt'r~e oi' the Sulx_ontractor. § A.1.1,6 THE WORK The term "Work" means the design, construction and services required by the Design-Build Documents, whether coot;yleted ur partially completed, and includes all other labor, materials, equipnx:nt and services provided or to be provided by the Design-Builder to fuit711 the Design-Builder's obligations. The Work may constitute the whale; or a part of the Project.. § A,1.1.7 THE PROJECT The Project is the total design and construction of which the ~Nork performed under the Design-Build Documents may be the whop: ar a part, and which may include design and construction by the Owner or by separate. cont.ractars. § A,1.1,8 NEUTRAL The Neutral is the i+tdividual appointed by the parties to decide C`.laims and disputes pursuant to Sect:ian A.4.?. I . § A.1,2 COMPLIANCE WITH APPLICABLE LAWS § A.1,2.1 Lf the Design-Buiidcr believes that irnplerr-entation c:~f any instruction received frrlnt the Owner would cause; a violation of any applicable law, statute, ordinance, building code, rule or regulation, the Design-Builder shall tmtify the Owner in writing. Neither the Design-Builder nor ainy Contractor or Architect shall be obligated w perionn any act which they 6t;lieve will violate any applicable law, ordinance, rule or regulation. § A.1,2.2 The Design-Builder shall he entitled to rely on the completeness and accuracy of tyre information contained in the Project Criteria, but not that such inforroatitrn annplies with applicable laws, regulations and crxies, which shall be the obligation of the Design-Builder to determine.. In the event that a specific requirement of the Project. Criteria cont7icts with applicable Laws, regulations and codes, the Design-Builder shall furnish Work. which complies with such laws, regulations and codes. In such case, the Owner shall issue a Charrge Order to the Design- Bu'rldcrunless the Design-Builder recognized such non-campliancc prior to cxccution ot'this Agreement and failed to notify the ©wner. init. AtA DOCtalMnt At4t TM -2004 Exhibit A. Copyright ~ 2(nt14 by Tne Arnencan Institute or Arah+tects. All rights reserved. 'this document was p!oducod by `~ AIA sottware at t4:4tr:98 on t4i07t2009 under ©rder No.100038ti466._.t which expires on 2!f &2010, and is oat tar resale. Ueer Notea: i20t4470161) § A.1.3 CAPITALIZATION § A,1.3.1 Terms capitaiired in these Terms and Conditions include. those which are (1) specifically defined, (2) the titles of numbered articles and identified references to sections in the dvcume-tt, ar {3) the titles ai'ot}rer dtx:mments published by the American Institute of Architects. § A.1,4 INTERPRETATION § A.1A.1 In the interest of brevity, the Design-Builct Documents frequently omit modifying wants 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 intetpretrtt.ion cif either statement. § A,1.4.2 Unless otherwise stated in the Design-Build Documents, words which have well-knvwn technical or construction industry meanings are used in the Design-Build Documents in accordance with such. recogni2ed meanings. • § A.1.5 EXECUTION OF THE DESIGN-BUILD DOCUMENTS § A.1.5.1 The Desi~m-Builci Dtxuments shall be signed by the ~Qwner and Design-Builder. § A,l.5.2 E'sxecutian of the Design-Build t:ontract by the Design-Builder is a representation that the Design-Builder has visited the site, become getterally familiar with local conditions under which the Wvrk is to be performed and correiateci personal observations with requirements of the Design-Build Documents. § A.1.ti OWNER5HIP AND USE OF DOCUMENTS AND ELECTRONIC DATA § A.1.6.1 Drawings, specifications, and usher dcx;uutents including those in electronic fora, prepared by the Architect and furnished by the Design-Builder are Instruments of Service. T17e Design-Builder, Ucsign-Builder's Architect and other providers of professional services individually shall retain alt common law, statutory and other reserved rights, including a>jryright in those Instruments saf Services fut•rdshed by them. Drawings, specifications, and other doumcnts and materials and electronic data rue furnished f'or use solely with respect to this Project. Per Section 271.1.98 L,trwl Oavernmt;nt. Cale, the I)esigml3uild firm shall supply to the City a record r;et vl' construction documents for the project prepared as provided by Chapter 1001 Occupations Code. § A.1.6,2 LJpan execution of the lksign-Build C;ontract, the Drsigrt-Buiidur grants to the t)wner a rton-exclusive license to reproduce and use the Instrutncnts of Service solely in connection with the Prvjcet, 'including the Project's further develaptnent by the Owner and others retained by the IJwner fur such purposes, provided that the Owner shall cotmply with all obligations, including l>ranrpt payment c;~f sums when due, under the Ik.sign-Build Documents. Subject to the Owner's compliance with such obligations, such license shall extend. to those parties retained by the Owner 1'or such purposes, including other design prolessionals. The Design-Builder shall obtain similar nan- exe)usive licenses from its design prni'essionals, including the Architect. The Owner shall not otherwise assign or transfer any license herein to another party without prior wtitu~n agrecmcttt of the Design-Builder. Any unauthvrizcd reproduction rn• use of the Instruments of Service by the Ownc:r ar others shall be at the Owner's sole risk attd c~xlaense without liability to the Design-Builder and its design professirrnals. Except. as pravieletl in Section A.1.6.4, tcrrrrination of this Agru:ment prior to completion of the Design-Builder's services to be performed under this Agreement shall terminate this license. § A,1.6.3 Prior to any electronic exchange by the parties of the Instruments of Service or any other dacutnents or materials to be provided by one party to the other, the Owner and the Design-Builder shall. agree in writing on the specilic conditions governing the format therurf, including an;y special limitations or Licenses not otherwise provided itr the Design-Build Documents. § A.1.6.4 If this Agreement is terminated far any reason other than the default of the Owner, each of the Design- Builder'sdesign pmfessianals, including the Architect, shall be cartractuaHy required to convey to the Owner a non-exclusive license to use that design prafessivnal's Instruments of Service for the completion, use. and maintenance of the Project, a~nditioned upon tire. Owner's written notice to that design professional of the Owner's assumption of the Design-Builder's contractual duties and obligations to that design professional and payment to that design professional of all. amounts due to that design professional and its consultants. IE the Owner does not assume the remaining duties and obligations of the Design-Builder to that design professional under this Agreement, then the Owucr shall indemnify and bald harmless that design professional from all claims and any expense, Inst. AIA Document A141 ry -2004 Exhibit A. Copyrtght¢B 2004 by Ttte American Instittne of Archltecfs. A11 rights rsaerved. This document was produced by / AIA software ar 10:09:38 on 10/07/2009 under Order No.1000388466_t which azpires on 2,'16!2010, and is rwf roc resale. User Notes: (2014076161) including legal fees, which that design professional shall thereafter incur by reason of the Owner's use crf such Instruments of Service. The Design-Builder shall incorporate the requiretrtente erl'this Section A.l.fi.4 in all agreements with. its design pmi'essianals. § A,1.8,5 Submission or distribution of the Design-Builder's docmnents to meet oi'flcial regulatory requirements or for similar purposes in connection with file Project is not to tx construed as publieatircrn iat dercrgatic»r of the rights reserved in Section A.1.6.1. ARTICLE A.2 OWNER § A.2,1 GENERAL § A.2.1.1 T'he C)wtter is the parson or entity identii9etl as such in the tlgreement and is referred to throughout the Design-guild Dcrcumenis as if singular in number. The term "tJwner" means the Owner or the Owner's authorized representative. The Owner shall designate in writing a rept~esetttative whet shall have express authority Gr bind the Owner with respect to all .Project matters requiring the Owner's approval or authorization. The Owner shall render decisions in a timely manner and in accordance with the Desip;n-Builder's schedule submitted to the Owner. § A.2.1.2 The Owner shall. furnish eo the Design-Builder within 15 days after receipt of a written request information necessary and relevant For the llesign-Builder to evaluate, give notice of or enforce mechanic's Tian rights. Such inforrrtation shall include a correct statement of the record legal title to the property on which the Project is tcx;ated, usually referred to as the site, and the Owner's interest therein. § A.2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER § A,2.2.1 Inforrnatian or services required of the C)wner by the Design.-guild Documents shall be furnished by the Owner with reasonable promptness. tiny other information or setwices relevant w the Design-Builder's perfotmrance of the Work under the Owner's control shall be furnished by the Owner after receipt from the Design-Builder of a written request lirr such infortrration or services. § A.2.2.2 The Chvner shall be responsible to provide surveys, if not required by the Design-Build I)cicutnents to be provided by the Design-Builder, ciescribiug physical characteristics, legal limitations, and utility Icrcations for the site of this Project, and a written legal description of the site. "I'hc surveys and legal information shall include, ac applicable, grades and lines of streets, alleys, pavements, and adjoining prvperty and structures; adjacent drainage; rights-ol'-way. restrictit:m5, easements, encroachments, coning, dec~1 restriction, boundaries, and contours n1` the site: locations, dantensinns, and necessary data pertaining to existing buildings, other improvements and trees; and information concerning available utility services anti lines, bol;h public and private, above and below grade, including utverls and depths. AIt file information on the survey shall be referenced to a Project benchmark. § A.2.2.3 The Owner shalt provide, to the extent available ro the Owner and if not required by the L)esign-Build C)ocurnents to ha provided by ttte l3esigtt-guilder, the rc;sults xtnel relxrrl.s cr[ prior tests, inslx;ctiorrs or irrvestigaiions conducted for the Ptxrject involving structural or mechanical systems, chemical, air and water pollution, hazardous materials or environmental and subsurface conditions and information regarding the presence of pollutants at the PrcajecC site. § A,2.2.d The Owner rrtay obtain independent review of the Design-Builder's design, constntction and other dcx;uments by a separate architect, engineer, atxl contractor or post estirnatc>r under contract. to or employed by the Owner. Such independent review shall be undertaken at the Owner's cxpt;nse in a timely manner attci shall not delay the orderly progress of the Work. § A.2.2.5 The Owner shall cooperate with the Design-Builder in securing building and other permits, licenses and inspections. The Owner shall not be required to pay the fees for such petTrtits, licenses and inspections miles the u.+st of sui~lt fees is excluded from the responsibility oi' the Design-guilder under the Desilm-guild Documents. § A.2.2.6 The ser~~ices, information, surveys and reports required to be provided by the Owner under Secxion A.2.2, shall be furnished at the Owner's expense, and the Design-Builder shall be entitled to rely upon the ae;curacy and completeness thereof, except as otherwise: spcciGcally provided in the Design-Build Dacutnents or to the. extent the Owner advises the Design~$uilder to the contrary in writing. Init. AIA Document A141 T° - 20041`exhlDlt A. Copyrfpht~r 2004 W Ttx~; American Ir>stl:ute r+1 ArciNtects. Alt rights reserved. This document was produced by rJ 1 AIA software at t 0:03:38 on 10/07;2009 under Grdar Na.t 000388486_t which ezpiros an 2116!2010, and is no! for resale. ltser Notes: {2014070161) § A.2,2.7 If the Owner obset•ves ar otherwise becomes aware of a fault or defect in the Wark or non-conformity with the Design-Build Documents, ttte Ownr,r shall give prompt written notice thereof to the Design-Builder. § A,2.2.8'The ()caner shat}, at the regtn:st of the Design-Builder, prior to execution. ol'the Design-Bttild Contract and pramptly upon request thereafter, furnish to the Design-Builder reasonable evidence that financial. arrangements have I}een made to fulfil} the Owaur's obligations under the Design-Build Doxuments. § A.2,2.9 The Owner shall camrnunicate through the fk:sign-Builder with persons ar entities empiayed or retairted by fife Design-Builder, unless otherwise directexl by the Design-Builder. § A.2,2.10't'he Owner shall furnish the services of geotechnical engineers ar other consultants, if not required by the Design-Build Documents to be provided by the Design-Builder, for subsoil, air and water conditions when such services alY'. deemed rease>nahly necessary by the Design-Builder to properly carry out the design services pruviderl by the Design-8uildur and the Cksign-Builder's Architect. Such sen~ices may include, but. are not limited to, test borings, test. pits, determinations of sail bearing values, percolation tests, evaluations of hazardous materials, ground corrrnion and resi~ttivity tests, and necessary operatiotvc for anticipating subsoil conditions- Tta*_ services of geotcxhnical engineer{sj or other consultants shall include plrparation and submission of all appropriate reports and professional recommendations. § A,2.2.11 Tea: Owner shall pramptly obtain easenwtns, rr~Itutl; variances. and legal autttarizatiorts regarding site; utilization where essential to the execution of the Owner's pre*~grarn. § A.2,3 OWNER REVIEW ANO INSPECTION § A,2.3.1 The Owtter shall review and approve or take cnher appropriate action upon ttte Design-Builder's submittals, including but not limited to design and construction documents, required by the Design-Build Documents, but only fcrr• tine limited pur}xtse of checking tirr confornnauce with inlirrtnation given and the design caltcept expressed in the Design-Build Documents. The t)wne;r's action shalt be taken with such reasonable promptness as n.~ cause no delay in the Wark or in the activitses of the Dusign-Builder or separate contractors. Review of such submittals is not conducted for the. purpose rrf determining the acctuae_y aad completeness of other details, such as dinrcnsiotts and quatttitics, ar for substantiating instnlctions far installation or perfarnrance of eyttipntettt ar systems, all of which remain the responsibility of the f)esign-Builder as required by the. Design-Build Doctmrcnts. § A.2.3.2 Llpon review of fife design documents, cont-•uctk>n dlocuments, ar other submittals required) by the De: ign- I3uild Documents, the (.)caner shall take one of the fallawiug actions: .1 letermine that the tltx,;uments or subrnitutls arc in confortrtance wish the Design-Build I)<x:unxrt~c and approve them. .2 Determine that the dreuments ar submittals are in contotxnance with the Design-Build Docun~nts but request changes in the documents or submittals which shalt be implemented by a Change in the Work. .3 Determine that the documents ar s•ubmittais :ere not in eonforrnity with the Design-Build Docurnenrtis and reject them. .4 lk.termint: that the daextments err submittals an: not in conformity with the Design-Build Documents, but accept them by ilnplemunting a Change in the Work. ,5 Deterrnirtc that the dacuntents ar sutirrtktals am nrrt in cottfcn-tnity with th¢ Lh3sign-Build Documents, but accept them and request changes in the documents or submittals which shall be implemented by a Change. in the Work. § A.2.3,3 The 17esign-Builder shall submit to the Owner tier the: Owner's approval, pursuant to Section A.2.3.I, any proposed change or der7ation to previously approved documents or submittals. The Owner shall review each prrTposed change ar deviation to previously approved documents ar submittals which the Design-Builder submits to the C)wncr for the Owner's approval with reasonable pramptnrss in accordance with Scc;tian A.2.3.1 and shall make one of the deterrninatians describeel in Section A.2.3.2. § A,2.3,4 Natwitltstandingfhe Owner's responsibility under Section A.2.3;?, the; Owner's review and approval of the I)t;sign-Builder's dcx uments ar submittals shall not relieve the: Design-.Builder of responsibility far cotnpliartce with the design-Build Documents unless a) the Design,Buitder ha±a notified the Owner in wtitirtg of the devialiart prior to _ .._-....-....__-...-_._..._._._-..._.__....._.._._.. _..._.M_.___ trait. AIA uaCUment At4t TM -2004 E>thlbtt a. Copyrl~ht ®2004 by The AmanaBn htstltute or Architects. All rlgh09 reserved. rms aacument was produced by ~ 1 AfA so!tware at r 0:09:08 on t OI07i2009 under Order No.100b3884&6,_t which expires on 2itS/2010, end is rrat ttx resale. User Notes: (2014070161] approval by the Owner or, b) the Owner has approved a Change in the Work reflecting any deviations From the requirements of the Design-Build Documents. ~ A.2.3,5 The. Owrur may visit the site to keep informed about the progress and quality cif the portion t>f the Work completed. Hvweve;r, the Owner shall not be reyuired tr> make: exhaustive or continuous on-site inspections to check the; quality yr quantity of the Work. Visits t1y the ()caner shall nvt bt; cvnstrued to create an obligation ort the part. of the t)wner to make on-site insper--bans to cht;e;k the quantity or yualiky of the VS`ork. The Owner shall neither have cantn~l over yr charge of, Herr be responsible fare, the construction means, methods, techniques, seyur:nces ar procedures. or for the safety precautions and prvgrarns in corrnertion with the Wvrk, since these are salefy the Detiigm 3uilder's rights and respansibilitiesnnder the Design-Build Dvcurnents, except as provided in Section § A.2.3,6 The C)wner shaft not ire respvnsibfe for the Design-Builder's failure to perfnrnr the Wvrk in accordance with the require rnents of the llesign-Build Documents. 't'he {)caner :;hall not have control aver or charge of and will not be respvnsifale for acts or vrnissions of the Design-Builder, Architect, Contractors, yr their agents or c5niplvyees, tx rrtty other persirns ire entities performing }x~rticrns crf the Wvrk free the Desigtr-Builder. § A.T,3.7 The Owner may reject Wvrk that does rnrt conform to dte I:hsign=Build Docufents. 1Ntx;never the Uwrter cnnsiclers it necessary or advisable, the Owner shall have auth~nrity to.rrcluire inspection yr testing rzf the Work in ac;cardance with Section A. i:1.~.2, whether or net such Work its fabricated, installed or completed. hlvwever, neither thi:~ authority of the Owner nor a decision made in gcxrd faith ,either to exercise vs not to exercise such authority shall };ive. rise. to a duty or responsibility of the Owner to the Drrsigrt-Builder, the Architect, Contractors, material and equiprtmnt suppliers, their agents o1' employees, yr ether persons or entities performing portions of the Work. § A.2.3.9 The Owner may appoint an vn-site project representative to observe the: Work atnd tar have such other responsibilities as the Owner and flee Design-Builder agrc4 iv in writing. § A.2.3.9'I'he C)wner shall conduct inspections to dc:terntine the date or dates erf Substantial Cvmp]ction anti the date c>f final cotnplctivn. § A.2.4 OWNER'S R1GHT TO STOP WORK § A.3,d.1 ]f the L)esign-Builder tails to correct Work which is not in acct>rdance with the rcyuircrric;rrts of the I~sign- I3uild Documents as reyuired by 5ectivn A.1?.3 yr persistently fails to carry out Work in accordance with the: Design-Build Docuntems, the Qrvtter may issue a written order tv the Design-Huiider tv atop the Wtrrk, yr any portion ther•cr>t, until the cause it>r ~;uah carder has treen clitninated; however, tJre right of the t}wner tv 4tvp the Wvrk shall not give rise to a duty nn the part of the Owner to exercise this right for the bene#"it of the Design-Builder yr any other person or entity, except a7 the extelu reyuired by Section A.6.1.3. § A,2.5 OWNER'S RIGHT TO CARRY OUT THE WORK § A,2.$.i If the Design-Builder defaults or neglects tv carry vul: the Work in accordance with the Design-Buifd I)vcuments and fails within a seven-day peti~xl after receipt of writterr notice frarn the Owner to colnnaerice and continue correction of such default yr neglect with diligence and promptness, the Owner may after such seven-day period give the l:)esign-Builder a second written notice tv cornea such deficiencies within athree-day period. if the Cosign-Builder widtin such three-day period otter receipt of such second notice fails to commence: and cvlltLtue to correct any de#ic,iencies, the Owner may, without pre-judice tv <rther remedies the C7wner may have, cvrnct such de#icicncies. In Ouch case, an appropriate Change Order shall be issued. deducting from payments then yr thereafter due itte Design-Builder the reasonable cost of correcting such deficiencies, If payments due the Dcsigrt-Builder era not sufficient tv cover such amounts, the Design-Builder shall pay the difference to the Owner. ARTICLE A,3 DESIGN•BUILDER ~ A.3.1 GENERAL § A,3,1.1 The Design-Builder is the person or entity identified .as such in the Agreement artd is referred to throughout th4 Design-Build Dcx:umcnts as if singular in number. The Design-Builder Wray be an architect or outer design prntes,~:ivrral, a cvnstructivn cvntractvr, a real estau: developer ar uny other person or entity legally pertrtittcxi tv dv business as adesign-builder ire the lrx:ation when the Project is located. The term "Design-F3uilder" means the Design-Builder or the Design-Builder's authvrired representative. The Uesigrt-Builder's repr•eserttative is authorized ur act on the De~lgn-Builder's behalf with respect to the Ptnje+,t. __ - _- - - - tnft, AIA t7ocutttertt At4I TM W ~ Exhftrit A. Copyriyht~t 2004 by The Ampirican i~ngtitule of Arcldtects. Atl rights reserved. ':> This document was produces by ~ AiA software at t 0:098 on t W07+20()9 urtd0r Order No.t 0003a84rsti_t which eKpir~ on 2+1&'2010, and is not for resale. tJiper Notes: t20140~Ot&i1 § A.3.1.2 The Design-Builder shall perform the Work in accondanee with the Design-Build Dcteuments § A.3.2 DESIGN SERVICES ANO RESPONSIBILITIES § A,3.2.1 When applicable law regain s that services be performed by licensed professiorrais, the 17esi},Jtt-Builder shalt provide thr~se services through the perforn-ance of qualified persons or etn.ities duly licensed Ixt practice their prtai'essions. The ()caner understands and agrees that the services performed by the resign-Builder's Architect and tht; I3csign-Builder's other design professionals and consultants are t-ndertaken and perfiarnted in the sole interest of and for the cxt;tusive benefit of the Design-Builder. § A.3.2,2 The agrcemeuts between the Design-Builder and Architect or other design professionals identified in the Agreement, anti in any subsequent Modifications, shall b4 in a~rrting. 'Tltcse agreetnettts, including services Arid financial atrangentc:nts with aspect. to this pri>jc~ct, sltal! be protttptly and fully disclosed to the C)wner utxm the Owner's v+~ritten request. § A.3.2.3 The Design-Builder shall he responsible to the Owner for act,` and omissions of the Design•I3uilder's cntpkayces, Architect, C'onu-actors, Subcontractors and their a~~ents and employees, and other persons or entities, including the. Architect and other design profc~ssiranals, performing any portion of the Design-Builder's ctbligaticrns uitdr:r the Design-Build Docunterits. § A.3.2.4'I'he Design-Buiidcr shall carefully study and ct>inpare the tk ign-Build Dcx;ume:nts, matcriaLs and other infonnatictn prtavided by the Owner pursuant to Section A.2:2, shall take field measurements of any existing e;onditians relatk,d tt, the Work, shall observe any cotuliticsns at ttrc site affecting the Work. and report pre>rriptly to the Owner any ci~rors, inconsistencies or omissions discovered. § A.3.2.5 'T'he Dc~sigu-Buitdrr shnil prrtvidc to the Owrtcr liar (J~wnc~r's written apttrc+val design documents suffi<~i~ nt to establish the sire, quality and character of the Project; its architectural, stavctural, nxx;hanical and electrical systetns; and the materials and such other elements cif the Project to the extent required by the l:>esign-Build Ikx:uments. t.)eviations, if any, from the Design-Build Docutnent~s shall be disclosed in writing. § A.3,2.6 Capon the C)wner's written approval of"the design dtts::urnenta submitted by the L)esiL,m-Builder, the Design- 13uilder shall prervide constrttctir3n documents for rcvic w and turirten ~tpprrtvTl by the. C?caner, "I'hc construction dttcutnents shalt set forth in detail the requintnents for construction of the Pr:~jc~c:t. The construction dcx;urnunts shall itx;litde drawings and specitcations that establish the quality levels oi' materials and systems required. lleviat.inns, if any. from the l.~sign-Build 17ocuttt~nts shall be disclosed in writing. C'tanstructian dorununts Wray incdudt. drawings, specifications, and other documents and electronic +~ata setting forth in detail the requirements for amstruction of the Work, anti shall: .1 be consistent with the approved design docunte~nts; ,2 provide information for the use al'those in the building trades; and .3 include dc>eumcnts customarily retuired 1<tr reJ;ulatory agency approvals. § A.3.2,7 The Design-Builder shat! mec,t with the t3wner periodically to review progress of the design and cons[ruction documents. § A.3,2.$ Upon the Owner's written approval ctf construct.itan documents, the Design-Builder, with the assistance of rho Owner, :shall prepare and file documents t~quired to obtain necessary approvals of governmental authorities travittg jurisdiction over the Projex•t. § A.3.2.9 T'he Design-Builder shalt obtain from each of the Design-Bullder's professionals and furnish to tlx:. Owner certifications with respect. to the documents and scrvicxs provided by such professionals (a) that, to the best of their knowledge, infortuation and belief, the docutrtcttts or sr;rviccs to which such cet•tiftcations relate (i}are consistent with the frojcsct Criteria set ftarih in the 13esignvBuild L)ocuntents, except tta the extent specifically identitied in such cctYificate, tit) comply with applicable professional practice standards, and (iii) comply with applicable laws, ordinances, codes, rates and regulations governing the design of the Project; and (b} Hutt the Owner and its consultants shall be entitled to rely upon the accuracy of the i•i~presentatioris and statements contained in such certifications. trek. A!A DOCUment At41 *" .• 2004 ExhitAt A. Copyright ~"i 2Wa by 1'he American tr~titute of ArchitBCIS. ptt righUt reaervsd. 7h~s document wes produced by RtA eWtw~e al t 0:0&:3t3 vr+ t0,'07/2W9 ur>der Order No.t0003ti8468_,t which e~irris ors Zit &r20t0, end is rat tar rdsaW. Uaewr Natos: {20 f 4070161) § A.3.2.10 If the Owner requests the Design-Builder, the Arthtect or the Design-Builder's other design professionals to execute certificates outer than those required by Section A.3.2'3, the praptned language of such c•enifieates shall be submitted to the Design-Builder, or the Architect and such design professionals through the Design-Buitder, for revietiv and negotiation at least l~l days prior to the requested dales of execution. Neither the Design-Builder, the Architect nur such other design professionals shall be. required to excx;ute eetxificates that would require knowledge, services or responsibilities heyand the scope of their respct;tive agreements with fire Owner or Design-Builder. A.3.3 CONSTRUCTION § A.3.3.7 The Design-Builder shall perli>rm nn construction Vv'ork prior to the Owner's review antf approval of ~e construction documents. "l'he Iksign=Builder shall perform no portion of the Work for which the Design-Build Documents require the Uwner"s review of submittals, such as Shtrp Drawings, Product Data and Samples, until the Owner has approved each submittal. § A.3.3.2 T'he construction Work shall be in accordance with approved submittals, except that the Design-Builder shall not be relieved of responsibility for deviations from requirerrrents ai' the Design-Build Dacurttents by the C)wnrsr's al~pruvt[l of design artcl construction documents ttr other submittals sac;h as Shop Drawings, Produet Data, Samples cu• other submittals unless the Design-Builder has specifically informed the (7wrrer in writing of such devaticxr at the time of submittal and {1) the Owner has given written approval ko the specific deviation as a minor change. in t:he. Work, or (") a Change Order or C:onstnretion Change Directive has tx:en issued authorising the deviation. The Design-Builder shall not. be relieved of respwnsibility for errors or omissions in design and construction documents ar other submittals such as Shap Drawings, Product Data, Samples or other submittals by the Owner's approval thereof. § A,3.3,3 The L)esign-Builder shall direct specific attention, in writing or on rosubmitted design and construction. dcx;urnents or other submittals such as Shap Drawings, Product Data, Samples or similar submittals, to revisions other than those requested by the Owner on previous wbtrriua.ts. Tn the absene:e of such written notice, the Owner's approval of a resubmission shall not apply to such revisions. § A.3.3A When the Design-Build D<.x:unre[[ts require that a Contractor provide pr•ofetisional design services or certifications related to systeans, materials or cquiptnent, or when the Design-Builder in its discretion provides such design services or certifications through a Contractor, the Th sign-Builder shall cause professional design services or ceriificatians to he provided by a properly licensed design prrrfessional, whose signature and seal shall appear on all drawings, calculations, specifications, certifications, Shop Drawings and other submittals prepared by such professional Shop Ur[wings and other submittala related to the Work designed or certitied by such professionals, it' prepared by others, shall bear such design professional's rriuen approval. 'T'he Owner shall be r^ntitled to rely uprm rlx; adequacy, accuracy and completeness of the services, certifications ar approvals performed by such design professionals, § A,3.3.5 The Design-Builder shall be solely responsible for turd have contrc>I over all t:arrstruction means, methad:+, techniques, sequences and procedures and for coordinating all portions afihe Work under the Lkssign-Build Document~». § A.3.3,t3 "Che Design-Builder shall keep the ()caner infat•ttted of the progress and quality of the Work. § A.3.3,7 The Design-Builder shall ba responsible far the supervision and direction of the Work, using the Design- Buiider's best skill and attention. If the t~sign-Build Documents give specific instructions cancen~ing construction means, trxatlKrds, techniques, sequences or procedures, the Design-Builder shrill evaluate the jabsite safety thereof and, except as stated below, shall be fully and solely responsible frn the jabsitc safety of such means, rr[ethods, techniques, sequences or procedures. If the Design-Builder determines that such means, methods, techniques, sequences or proc:eclures may not be safe, the Design-Buitder shall give timely written notice to the Owner and shall not proceed with that portion of the Work without further written instructions from the Owner. If the Design-Builder is then instructed to proceed with the required means, methods, techniques, sequences or procedures without acceptance of changes proposed by the Design-Builder, the Owner shall be solely responsible for any resulting lass or damage. § A.3.3.8 The Ihsign-Builder shall be responsible for inspection of portions of Work already performed to determine that such portions are in proper wnditian to receive subsequent Work. tuft. AiA Documsr[[ At41 rr - 2004 ExhltNt A. CapyrlpM ~ 2004 by The American Instltute of Archttects. All Hghte reserved. This document was produced by / A!A software at i OA9:38 on r 0l07i2009 under Order Np, r00(198848b t wn~ch expires on 211 &12010, and is not for resata. User Notes: (2014070ttit) § A.3.4 LABOR AND MATERIALS § A.3A,1 Unless otherwise provided. in the Design-Build Dcx;ulnents, the Design-Builder shall provide ar cause to be. prvvided and shall pay for design services, labor, materials, equipment, tools, canstructian equipment and machinery, water, heat, utilities, transportation and other facilities and services necessary for proper execution and t;vmpletion oi'the Work, whether u;mporary or permanent and whether or noC incorptxafed or to he incorporated in the Work. § A.3.4.2 When a material is specified in the. Design-Build Documents, the Design-Builder may make substitutions only wish the consent of the Owner and, if appropriate, in accordance with a Change C)rder. § A.3.4,3 The Design-Builder shall enforce strict discipline and gcxxl order among the Design-Builder's employees cost vther persons carrying out the Design-Build C'on[ract. The I.)esign-Builder shall not permit employment of unlit persons or persons not skilled in tasks assigned to them. § A.3.5 WARRANTY § A.3.5,1 The Design-Builder warrants to the Owner that materials and equipment furnished under the Design-Build Documents will be of goad yuaJ%ty and new unless otherwise required or permitted by the Design-Build Documents, that the Work will be free frvm defects oat inherent in the quality required or permitted by law or otherwise, and that the. 1Wvrk will conform to the requirements of ttlr.; Design-Buil,:l Docutents. Work not conforming ur these requirements. including substitutivns not properly approved and authorized, roar be considered defective. The Design-Kuilder's warranty excludes remedy for damage or defee;t caused by abuse, modifications not executed by the iksign-Builder, improper or insufficient maintenance, improper operation, ar normal wear and tear and normal usage. if Iryuired by the Owner, the Design-Builder shalt furnish ;+atisfactory evidence as to the kind and quality of materials and ecluipmc;nt. The I>esign Builder warrants to the owner, for a period of one year, all work done under the. design build project to be t9•ee Prom faulty materials in every particular and free frcnn improper workmanship, and against injury from prvper and usual wear and agrees to replace or re-execute withcxzt cost to the City such work as may be fc>tznd to be itnprvper yr imperfect and tv make gaud all damages caused to other work ar materials, due to such required replacement or re-executivn. § A.3.6 TAXES § A.3.8.1 The Design-Builder shalt pay alt sales, consumer, use and similar taxes for the Work provided by the Design-Builder which had been legally enacteei on the date c+f the :Agreement, whether or nix yet effective or merely scheduled to go into effect. § A.3.7 PERMITS, FEES AND NOTICES § A,3.7.1 The Design-Builder shall secwe and pay far building and other permits and governmental fees, licenses and inspections necessary for the proper execution and completion of the Work which are customarily secured after execution of the Design-Build Contract and which were legail y required an the date the Owner accepted the Desigu- Buitder'sproposal. § A.3,7,2 The Design-Builder shall comply with and give notices required by laws, ordinances, rules, trgutatit:tn and lawful orclcrs of public authorities relating to the Project. § A.3.7.31t is the Design-Builder's responsibility to ascertain that the Wark is in accordance with applicable taws, vrdinances, codes, ruler and regulatiatrs. § A.3.7.41f the Design-Builder performs Wark contrary to appllicable laws, ardinattces, codes, rules and regulations, the. Design-Builder shall assume responsibility far such Wark. and shall bear the costs attributable to cotrectivn. § A,3.8 ALLOWANCES § A.3.8.1 The Lksign-Builder shall include in the Contract Sum all allowances stated in the Design-guild Documents. Items covered by allowances shall be supplied i`or such amounts and by such persons or entices as the Owner may direct, but. the Design-Builder shall nat. he require+:l to employ person: or emities to which the Design- Builder has reasonable objection. Intr. AIA Document Ar4t T~ -2004 EYhiLNt A. Copyright c~ 2004 by The American Institute of Architects. All nghte reserved. This document was Produced by 10 AIA sattware at 10:09:38 on 10/07/2009 ur+der Order No. t 000388486,._5 which expires on 2716/2010, ertd is not for resale. User Notea: (2054070161) § A.3.8.2 C.;nless otherwise provided in the Design-Bai1d )7rx;uments~ ,1 allowances shall rover the cast to the Design-Builder of materials and equipment delivered at the site and all required tuxes, less applicable trade diuounts; ,2 Design-Builder's casts far unloading and handling at the site, labor, installation costs, overhead, profit attd other t;xpenses contemplated fire stad.t! allowant~e amounts shall he included .in the C'antrart Suns but not in thr: aIlcawances; and .3 whenever casts are more than or less than allow; antes, the_ Contract Sutn shall be adjusted accordingly by Change Circler. The amount of the Change Order shall reflect (1) the. differenct: between actual casts and the allowances under Section A.3.f3?.l and (2} changes in Design-Builder's costs under S~aian A.3.t .2.4. § A,3.8.3 Matct°ials and equiprucnt urxler are allowance shall he selected by the {)weer in sufficient lime to avr>icl delay in the Work.. § A.3.9 DESIGN-BUILDER'S SCHEDULE § A,3,9.1 The Design-Builder, promptly aftc;r execution of the Design-Build Contract, shall prepare and submit for the Owner's information the Resign-Builder's schedule far this Wark. The schedule shall not exceed time limits and shall be in such detail as required under the. Design-Build Ik?curnents, shall be revised at appropriate intervals as required by the. conditions of the Wcyrk and Psojert. shall be related to the eartire Project. kr Che exteltt required lay the Design-Build Documents, shall pmvidc i'ar exlx;ditiaus and practicable execution of the Nark and shat] include allc>wances for periods of time required far the Owner's review and for apprt~val of submissiotts by authorities having jurisdiction ovt°r the Project. § A,3.9.2 The Design-Builder shall prepare. and keep current a :srltedule of submittals require ci by the Design-Build t7vcrnvrent~,. § A.3,9.3 The Design-Builder shall perform the Wark in general arcordanc;e: with the mast recent schedules submitted to the C)wner. § A.3.10 DOCUMENTS AND SAMPLES AT THE SITE § A.3.10,1 The. T)esign-Builder shat.] maintain at the site far the Owner one rccard copy of t}re drawings, specilicatians, addenda, Change orders and other Maddicaiians, in goad c>t~tier and marked currently to rccard field changes and selections made during construaian, and tent reeved copy of approved Shap Drawings, Prcxiuet Data, Sunples anti similar required submittals. These shall hr deliverert to tfru {)weer upcm carrrpletion ol'the Work. § A.3.11 SHOA ORAWlNGS, PRODUCT DATA AND SAMPLES § A.3.11,1 Shop [)ravings are drawings, diagrams, srhuiules and other data specially prepared floe the Rork by the Design-Builder c>r a Ctmtrarlor. Subeontractar, manufacturer, supplier or distributor to illustrate same. portion of the Work. § A.3.11.2 l'n>duct Data are illustrations, standard schedules, pfsrformanre charts, instructions, brochures, diagrams :and other infirrrnation furnished by the l~sign-Builder to illustrate materials or equipment for sr>me portion of the V4 ttrk. § A.3.11.3 Samples are physical examples that illustrate materials, equiptrtent or workmanship and establish standarifs by which the Wark will be judger]. § A.3,11.+1 Shap Drawings, Product Data, Samples and similar ;submittals are not Design-build Lk~uments. The purpose. of their submittal is to demonstrate far those portions of the Wark. for which submittals art: required by the Design-Build L7cx:umcnts the way by which the Design-Builder proposes to canParrn tc> the Design-Build Documents, § A,3.11.5 The Design-:lluilder shall review far compliance with the Design-Build Documents and approve and submit to the Uwrrer only those Shap .Drawings, Product Data, Samples and similar submittals required by the T7esign-Build Documents with rt.asonable promptness and in such sequence as to causz no th.iay in the Work or in tixc activities of the Owner or of separate contractors. Intl. A#A t)oCUmerat At4/ *r - 2WS Exhlblt A. Copyright R~ 2chM try The American Insutula nr 4rrhifectx. An rtghb ressrvt,d. ...This documerrt was produced try 11 1 AIA sortwaro at i 0;0838 on 1 010 7120 4 5 under prdar Na.100038846G,„t which e~cpires on 2/r 6f2010, and is not for resale, user Notes: 124ta4~4t sr; § A.3.11.6 $y apprtaving and submitting Shop lrawings, Product Data, Samples and similar submittals, the Design- Builder represents that the Design-.Builder has determined and verified materials, field measurements and field construction criteria related then:ty, ar will da sea, and has checked and coordinated the information contained within such subririuals with the requirements of the Wark and of the 1C)esign-Build Dacitnaents. § A.3.12 USE OF SfTE § A,3.12.1 T}x. Design-Builder steal}confine vperations at the site tv areas pent-itted by law, cardinattces, permits and the. l7esign-Build i)tacuments, and shall not. unreasonably encumber rite site with materials ar equipitaent. § A.3,13 CUTTING AND PATCHING § A.3.13.1 Thai Design-Builder shall be responsible fear cutting, fitting or patching required to carnplete the V-'ork ar to make its parts fit t<agether properly. § A.3,13.2 The Design-Builder shall eat damage ar endanger a portion of cite Wark or fully tar partially completed canstntetic,an of the Owner tar separaer; contractors by cutting, patching tar otherwise altering such cottstruciian or by cxcati alien. 'i"hc Design-Builder shall eat cut yr otherwise alter such construction lay the fi)wner or a separate catatractor except with written consent caf the t)wner and of such separate contractor; such consent shall not #ae. unreasonably wii}aheld, The f)esign-Builder shat} not: unreasonably withhold from the C7wner or a separate contractor the Design-Builder's consent to cutting or othcrwis+: altering the Wark, § A.3.1A CLEANING UP § A,3.1d.1 The. Design-But}der shall kc;~p the premises and surr'outtdirtg area free from accumulation of wash materials or n76bish caused by operations under the Design-Build. Concoct. At completion of the Work, the Design- liui}der short retrxave t'rom and. about. the Project waste maceria.ls, rubbish, the Desigta-Builder's coats, construct}on equipment, machinery and surplus rraaterials. § A,3.14.2 if the Design-Builder falls to clean up as provided in the Desigat-Build Dtacuments, t}ic C)wner may do sc: anc} the cost tt7ereof steal} !x: charged to the Design-Builder. § A.3.15 ACCESS TO WORK § A,3.15,1 "C'ltc llcsign-Builder stall prcavide the C)wi7er access tta the block in preparaticatt and progress wherever lrx;aked. § A.3.18 ROYALTIES, PATENTS AND COPYRIGHTS § A,3,16.1 T'he Desigta-Builder steal} pay all mya}ties and license f~cs. The Design-.Builder skull cietetid suits or claims far infringement of copyrights and patent rights and shall hold the Dwner harmless from loss an account tttercof, but sha}} not be responsible far such dedinsc yr Ica.4s when a particular design, prvicess yr product of a particular manufacturer or manufacturer:; is required car where the copyright vialativns are contained in drawings, speciticaticans ar other dacunaents prepared by yr furnished to the. Design-But}der by the Owner. However, if the Design-$ui}der has reason to lxlicve that the required design, ;process or product is an infringement of a copyright or a patent, the Design-Builder shall be respvrtsible fear such less unless such informative is prtarnptly furnisht:d to the Owner. § A,3.17 INDEMNIFICATION § A.3.17.1 Ta the fupest extt tat permitted by law, the Design-Brander sha}} indemnify and hold harmless the Owner, Owrccr's consultants, and agents and employees of any of them from and against claims, damages, Masses and 4xpcnses, including but eat limited to attorneys' tees, arising out afar resulting fiam perfiarntance of the Work, provided that such claim, damage, }offs ar expense is attriltutable to bodily injury, sickness, d}seasc or death ar to injury to or destruction of tangible prolaerty other than the Work itself, but Drily to the extent caused by the neglige7u acts yr omissions of the Design-But}der, Archikect, a Ccantractor, a Subcontractor, anyone directly or indirectly employed by thean or anyone t%ar whose arts they may bc. liable, reg~tirdless of whether or not snch c}aim, damage, loss or expense is caused in part by a party indemnified hereunder. Such abligatian shall eat tae construed to negate, abridge ar reduce other rights ar abligatians of indemnity that would otherwise exist as to a party ar person described in ibis Scxtion A.3.17. Intl. AIA Documeht A74/'~ - 7t10i Exhibit p. CopNtgtlt (~a 2004 ny The American dastiWte of Architects. Alt righta reserved - --- _~__~._._. Th+s document wns produced by ~ 2 ~ AIA sottwarti at 74:09:3$ on 7410?2003 urxier Ordar No.i440388466_7 which sspues on 2it6/2074, and is not for resaio. user Notrs: (2014070161} § A.3.17.2 In claims against any person ar entity indemnified under this Section A.3.17 by an employee of the Design-Builder, the Architect, ;+ Canttactar, a Sulacantracitar, .•rnyone directly or indirectly employed by them ar anyone far whose acts they may be liable, the indemnification obligation tinder Section A.3.17.1 Shall not be limited by a limitation can amount or type of damages, compt:nsatican cvr tx;nelits payable by or far the l:)esign-Builder, the Architect ar a Contractor yr a Subcontractor under workers" compensation acts, disability benefit. acts or other cnapkryee laa;netit acts, ARTICLE A.4 DISPUTE RE50LUTIQN § A.4.1 CLAIMS AND DISPUTES § A.4.1.1 Defineion. A Claian is a demand or assertion by one t~if the parties seeking, as a matter of right, adjustment ar interpret?iGon of Design-Builcl Contract terms, payment of rnancy, extension ol'time ar e>t}aer relief with respect to the terms of'the Design-Builci C'«ntract. The term "C'laim" alsc;~ includes other disputes and matters in question he>twec:n the (?weer anti 1)etiilcu-Builder arising out o1' or elating tv the Design-Auild Contract. Clain'ts must be itaitiatcd by written notice. The responsibility to suhstantiatc Claims shall rest with the party making the. Claire. § A.4.1.2 Time LimKs on Claims. Claims by either patty must he~ initiated within 2l days aftE;r vcxurrence of the event giving rise to such Claim or within 21 days after the claimant first recognizes the c;andition giving; rise to the Claim, whichever is Later, Claims must be initiatccl by writtc;n notice to the other party. § A.4.1.3 Continuing Petfotmanaa. Pending final resolution of a Claim, except as otherwise agreed in waiting or as provided in Section A x).7.1 and Article A.14, the Design-i3ui11Jer shall. proceed diligently with pertar-mance of the Design-Build Contract and the Owner shall continue to make payrtaents in accordance with the Desigtn-Build 1.JO41n~rt:nty. § A.4.1.4 Claims for Conceailsd or Unknown Conditions. It' conditic>us are encountered at the site which ure (l ) subsurt:•tce ar otherwise concealexl physical conditions which differ naatet-ially from tltcrsc indicated in the Design- Build DvcumcnLs yr (2) anknown physical canditians of an unusual nature which differ materially from those ordinarily found to exist and generally recvg~nized as inherent fin construction activities of the charactl~r provided for in fate Design-Build D1x~urrat:nts, then the obst;rvirrg party shall give rratice tea d7r; other party prampt]y befot-e c<anditians arc disturbed and in tta event later than 21 days after first observance of the conditions. The ()w»er shall promptly ievestigate such conditions and, if they differ materially and cause an increase or det•re°se in the Design- Builder's cost of, c>r time requiredi ftrr, performance vl"any pant of the Wvrk, shall raegtatiate with the. Design-Bullde.r an equitable adjustment in the Cantracx Sum or C:vnn-act Tinac, yr bath. If the C)wner dcternunes that the conditions at the site are root materially different franc those indicated in tVae Design-Build Documents and that na change in the terms of the C)esign-Build Contract is jusd#ied, Qte Owince shall so notify the Design-Builder in writing, stating thu reasons. Claims by the L)esign-Builder in oppasitian to such detcrrrtination must be tnacie within 2l days after the (:)weer has givers notion of the decision. If the conditions encountered arc materially different, the Contract Sutra and C.'antract Time shalt he. egrtitirbly adjusted, butrf ttte (:)weer anal I)csigrr-Builder camxat agrae vn an adjustment iu the Contnrct Suna ar C'ontract Time, the adjustment shall proceed pursuant to Section A.4.2. § A,4.1.5 Claims for Additional Cost. Tf the De:xign-Etuilder wishes to make Claim par oar ru:rea-se err the Catataact Surxa. written ravtice as provided herein shall be given tx:fcare prtxeeifing to execute the Work. Prior notice is not required for Claims relating tv an emergency eudangerinl; life yr praper•ty arising under Section A.l(7,6. § A.4,1.ii If the Design-Builder believes addieional cost is invoIvecl for reasons including but not limited to (3) an order by the Owner to stop the Wark where the Design-Builder was eat at fault, (?) a written order for the Wvrk issued by the. Owner, (3) failure of payment by the Owner, (4) termination of [Ile Desigytt-Build Contract by the Owner, {_5) Owner's suspension or (6) other reasonable grounds, Claim spa]! be filed in accordance with this Section A.4.'1. § A.4.1,7 Claims for Additional Tima §~ A.4.1.7.1 If-the Design-Bnllder wishes tv make Claim fin• an increau in the Contract Time, written notice as provided herein shall be given. The l7esign-Buiklcr's Claim shall include an estimate vi'tt-e time and its effect on the lrragress of the Work. In doe case of a continuing delay, only one C;`laimrs necessary. trait AlA taacument A14rTM ~ 2004 Elthlbit A. CopyttghtQa 200A by The American i ~fitute of ArchirecNS. pll riphffi reserved- ~' ~ ~~~~~ ~~~ ~-~~ ~~ This Document was produced by 1 ~ / AIR sortware at 10:09:38 on 10107'21)09 under Order No.t000388d66_t which exp~rea on 2+16/2010, end is not for resale. User {Votes: (20140701$1) § A.d,1.7.2 If adverse weather conditions are the basis for a Claim i'or additional time, such Claim shall be documented by data substantiating that weaUrer conditions were abnormal for the period of time, could not have been reasonably anticipated and had an adverse effect on the ss.heduled construction. § A.4.1.8 injury ar Damage to Person or Property, if either party to the Design-Build Contract suffers injury or damage to parser! c>r prnl~rty because c>f an act or anlission of the t>the.r party ur of others for whose acts such party is legally responsible, written notice of such injury ar damage., whether c>r not insured, shall be given to the other party within. a reasonable time rxrt exceeding 2l days after discovery. The erotica shalt provide sufficient detail to enable the other party to investigate the matter. § A.4.1.9 If unit prices are stated in the Design-Build Documents or subsequently agreed upon, and i1' quantities originally contemplated are materially changed in a proposed ("hinge Order or C~rnstruction Change Directive so that application of such unit prices to quantities of Wcark prc>{xnseci will cause substantial inequity ttr the owner or Design-Builder, the applicable unit prices shall be equitably adjusted. § A.4.1,tt1 Claims for Consequerrtlal Damages, Design-Builder and ()caner waive Claims against eztch outer ii>t cc>nsrquential damages arising out of or relating to the Design-Build Contract, This mutual waiver includes: ,1 damages incurred by khe Owner for rental expetlses, for losses of use, income, profit, financing. busirta'ss and reputation. and for loss of manage~utent t>r etnploy~x prodtaaivity rrr of the services of sucit ix:rsons; and damages incut~red by the Design-Builder for principal office c*xpenses including the compensation of personnel stationed there, for losses of financing, business and reputation, and for loss of profit except anticipated profit arising directly from true Work. "['his mutual waiver is applictble, without linsiuttion, to art consequential damages due to either party's terrninade)n in accxrrdancc. with Article A.14. Nothing cantnined in this Section A.4.1.10 shall be deerttecl to preclude an award of liyuidated direct datnagcs, when applicable, in accordance with the requircrncnts of the Dc:stgn-guild Documents. § A,4.1.1t If the enactrneni or re=vision of ccxlc~s. laws or rage!cations or official interpretations which bovern the ['rnjec~t. cause: an increase or decrease crf the Design-Builder's c;ost of, or time requited for, perfortnance of the Work, thsr Design-Builder shall be entitled to an equitable adjustment in Contract Sum or ('cmtruct Titrte..[f the Owner and Design-Builder cannot agree uptm an adjustment in the C'antract Sum or Contract Time, the Design-Builder shall suhrnit a Clai to pursuant ui Sc-coon A.4, t . § A.4.2 RESOLUTION OF Ci.A1MS AND DISPUTES § A.4,2.1 Deeisian by Neutral. If the parties have identified a Neutral in Section 6.l of the Agreement or elsewhere in the Design-Build Documents, then Claims. excluding those arcing under Sections A.lCL3 through A. tO.5, shall be referred initially to the Neutral for decision. An initial decision by the Neutral shall he required as a condition precedent to medation of all Claims between the Owticr and L>esigrt-Builder arising prior to the date final paytnent is due, unless 3t) days have passed ai"ter the t: Cairn has tx:ett referred to the Neuu•at with nn decision having been rcnderrrd by the Neutral. [7ntesw the Nentril and all affected parties of*.reo, t[te Neutral will neN. decick disputes between the Design-Builder aril persons or entities other than the Owner. § A.4.2.2 Decision ay Owner, if the parties have not identified a Neutral in Section 6.l of the Agreetrtent or elsewhere in the Design-Build Documents then, except for those claims arising under Sections A.lU.3 and A.I0.5, the Owner shall provide an initial decision. An initial decision by the C)wtter shall be required as a condition precedent to mediatitn of all (..".!aims between the Clwner and I)c ign-Builder atising~ prior to the date final payment is due, unless 3(1 days have passed after the Clairn has been referred to the Owner with no decision having been rendered by the Owner. § A,4.Z.3 The initial decision pursuant to 5ec•tions A.4.2.'1 and .A;4.?:? shall be in writing, shall state the reasons therefore and shall not"rfy the parties of any change in the C;antract Sum or Contract Time or both. The initial decision shall be, final and binding on the panics beet subject Iirst to mediation under Section A.4.3 and thereafter to such other dispute resolution methods as provided in Sep km 6'x,2 of the Agreement or elsewhere in the Design-Build Documents. init. AiA document AtAt TM = 200A Exhibn A. Copyrights 2tx`Nt by Tht3 Amanoan Ir+shn;te of A+Cti+tei:ts. Alt ttghte raxarveA. Tnis document was producers by j ! AiR software at t 0:0939 on i t>ip7!Z009 under Ortler No.t Ot)03894fi9,_t which expires on 2~1tiJ20tA, and is not for resale. U+-~' Notes: {20i~0?C!t 8 t l § A.4.2.4 In the event of a Clainn against the. Design-Builder, ttte t3wner may, but is trot obligated ta, ncxiCy the surety, it' any, of the nature and amount of the Claim. If the Claim relates to a passibility trC a Design-Bui}der's default, the C)wnea• may, but is not obligated to, notii'y the surety and request the surety's assistance in rtsalving the ct+ntroversy. § A.4.2.5 If a C".lain3 relates to or is the subject of a nttchanic's lip++, the party asserKing such Claint tray proceed in accordance with applicable law to comply with the lien native or filing deadlines prior to initial resolution at'the Claim. § A.4.3 MEDIATIOiV § A.4.3.1 Any Claint arising out of or related tea the Design-Build Contrttt:t, except those waived as provided far in Sc;cti;>ns A.4. t.l#l. A.9.1C1.~1 and A.9.1ti.5, shall, after initial decision of the Claim ar 30 days after submissiatt oC the. Claim for initial decision, be subject to mediation as a cantlititrn precedent to arbitration or the-nstitutian of 1ega1 or equitable or other binding dispute resatutitm proceedings by either party. § A.4.3.2 The parties shall endeavor Ca resrtlve their C.'.Iaitus by tnediatis>n which, unless the parties mutually agrc:c; otherwise, shall be in accordance with the Constructiurr Industry Mediation Rules of the American Arbitration Association currently in t;fftxa aC the time of the mediation, Request for tnediatian shall be fried in writing with the other party to the I7esibn-$uil<t Ct>ntraet and with the American Arfiitrttticrn Ass<stiation. The request may tth ma<Ic concurrently with the tiling of a dLtnand for arbitration or other binding dispute resolution proceedings but, in such event, mediation shall prat;eed in advar+ce thereof or of legal or cxluitable proceedings, which shall be stayed pt nding, mediation foe a period of fit? days froth the date of firing. unless stayed for a ranger period by agreement trf the: patties or court order. § A.4.3.3'I'he parties shall share the mediator's fee and any Kling fees equally. The mediation shall bt; held in the place where the Project is located. unless another lucatian is mutually agreed upon. Agreements reached in mediation shall be enf<rrx;eable as setilcrnent agreemerrt~s in an,y court having Jurisdiction thereat: § A.4.4 AR6ITRATiON § A.4.4.1 Claims, except those. waived as prodded far in Suctions A.4.1. Ill, AA.1tl.4 and A.9. L0.5. #irr which initial des:isians have. ntrt becarnc t7nr+t and binding, and which have nut been resolved by medtation but. which are subject to arlritratiatr pursuant to Sectitrns tY.? and C,.3 aC the Agreettteutt ar elsewhere in the Design-Build Dcx;uments, shall be- dt;c:idect by arbitra#ion which, unless the prtrties rrrutually akre+r otherwise, shall tre in accardattt;e with the Construction Industry Arbitration Rules of the. Americatr Arbitratirnt Association currently in effect at the time ttt' the. arbitration. 'I'Ite demand for arbitration shall be tiled in writing with the other party to the Design-Build Contract and with the Americatr Arbitration Asso;iation. § A.4.4.2 A detnattd Cor arbitration tray be made na earlier than cartcunently with dtc tiling oC a request C{:rr mediation, but in no event shall it be made oiler the date when institution of legal or equitable proceedings based t>n such Claim would be barred by the applicable statute <rf limitations as determined pursuant to Suction A.13.(i. § A.4,d.3 An arbitrati<n pursuant ttt this Scotian A,4.4 ntay be,~jaFned with an arbitration involving common issues of law ar 1"oat betwet;n the Owner or Design-Builder and any person ar entity with wham the Owner or Design-.Builder has a contractual abligatii>n to arbitrate disputes which does hat prohibit consolidation or joinder. No other arbieraticrn arising trot of ar relating to the Design•Buitd Contract shall include, by oansulidatian,;joittder or in any other nt<tnner, an additional person or entity not a party to ttte :Design-Build Coturact c>r not a party to an agreement with the Owner ur Design-Builder, except by written conceal containing a specific reference to the Design-Build Contract signed by the Owttr;r and Design-Builder and any other person or entities caught to be joitted. Consent to arbitration involving an additional pet^vun or entity shall nt>t constitute consent to arbitration of any claim, dispute ar odtcr matter in question not. described in the written ctmsent tnr with a person or entity hat ttaltx;d or described tite.rein, The foregoing agreement to arbitrate and other agtec;ments to arbitrate with art additional. person ar entity duly consented to by the parties to the Agreement shall be spa~ifically enfat+ceable in accordance with app}icable law in any coon having jurisdiction thereof. § A.4.4.4 Claims and Timely Assertion of Claims. The party firing a notice of demand fttr arbitration must assert in the demand all Gaims then known to that party an which arbitration is permitted to be demattded. tnit. AtA ti°~°m'~rrt A14Y ~ -1004 HxMWt A. Copyrtght c~ 2004 by T+te Americ;ar~ Institute ~ Architec*s. All rlyhb reserved. f AIA software at 1 O:a9.38 on 10~'t)7l2t309 uriabr Order No. La003k3A46ti_1 which expires on 21t 6/201 0, and is cwt for resale. usK tiotae: This document was produced by ~ ~ (2t)7 bd7t)t 6't ) § A.4A,5 Judgrnant on Flnal Ata-aM. The award rendered by the arbitrator or arbitrators shall be final, and judgment maybe catered upon it in accordance with applic:thle law in any cout•t having jurisditaion thereof. ARTICLE A,5 AWARD OF CONTRACTS § A,5.1 unless otherwise stated in the Design-Build Dot:uments yr the bidding or proposal requirements, the Design- $uilder, as soon as practicable. after award at' the Design-Build Contract, stroll furnish in writing to the Owner tht~ names oi' additional persons ar entities riot atiginally included in the Design-l3uildcr's proposal or in substitution of a perst7n or entity {including those who are w furnish design se;rvices ar materials or txluipmem fabricated to a special design} proposed for each principal pardon of the Wvrk. The C7wr~r will promptly reply to the Design- Builder in writing stating whether or not the Owner has rea:tttnable abjection to any such proposed additional. person or entity. Failure of the Owner to reply promptly shall constitute notice of na reasonable objective. § A.5.2 T"ht; Design-liuikler shall eat contract with a prulxrsed person ar entity to whom which the Owxter has erode reasonable and timely objection. The Design-Builder shall riot be required to contract with anyone to whom the t)esign-Builder has made reasonable abjection. § A.5.3 if tltr Owner has reasottablc tbjection tv a person sterility pttrposcd by the Design-Builder, the Dcsigtt- Buildc.r shall propose another to whom the Owner has nv reasonable abjection. Ii•the proposed but rejected additional person ar entity was reasonably capable of performing the Wvrk, the Contract Sum and Contract Time shall kx increased yr decreased by the difference, if any, vccasiotxed by such change, and an aplrropriate C".hange C)rder shall be issued bctixre commencement of the substitute person's yr entity's Wvrk. However, na increase in the Contract Surn yr Contract'Time shall be allowed fvr• such change unless the Design-Builder has acted promptly and respcxtrsively in submitting names as requital. § A.5.4 The I)esign,Buiider shall not change a person or entity previously selected if the Owner maker; reasonable t>nju;tivn to such substitutt:, § A.5.5 CONTINGENT ASSIGNMENT OF CONTRACTS § A.5.5.1 F.ach agreement fits a portion of the Work is assignul by the Iksign-Builder to the Owner provided chat: .1 assignmctrt is effective catty after termination vl"the Design-Build Contract by the Owner fvr cause pursuant to Section A.14.2 and only for those agteements which the Owner accepts by nvcifying tlx: contracrar in writing; and .2 assignment is subject tv the prior rights of the surety" if any, obligated under bond relating to the Design-Build Clantract. § A,5.5.2 Upon such assignment, if the Work has been suspended t<,r more than 3d days, the Contractor's compensative shall be equitably adjusted for increases in cost resulting fr<rm the suspension. ARTICLE A.S CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS § A,8.10WNER'S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS § A.t3.1.1 Tire Owner- reserves the right to perform construction or operations related tv the Project with the Owner's own farces and to award separate contracts in connection with other partians of the prvjtxa yr other wnstructian ar t>peratitrns on the. site.. The llesign-Builder shall ctxrper~ate with the Owner and separate contractors whose work might interfere with the Design-Builder's Wvrk. ll• the Design-Builder claims that delay ar additional cost is involved because of such action by the Owner, the Design-Buit~r shall make such Claim as provided in Section A.~l . t . § A,6.1.2 The term "separate contractor" shall mean any cantractar retained by the Owner• pursuant to Sectiom A.f>.l.l, § A.S.1.3 The Owner shall provide far coordination of the activities of the Owner's awn forces and «i' each separate contractor with the Wvrk of the Design-Builder, who shall cooperate with them. The Design-Builder shall participate with other separate contractors and the Owner in reviewing their construction schedules when directed [ado so. The I>esign-Builder shall make any revisions to the construction schedule deemed necessary aftt:r a joint review and mutual agreement. 'The construction schedules shall then constitute the schedules to be used by the Design-Builder, separate C.r>ntractars and Che Owner until subsequently revised. Intl. AiA Docuxhsxq At41 rr,. X04 ExtNbit A_ CapyrigMt~r 2004 kry'the American l~~?ituta 4t Archlt5c9a. All rights rsserveU. This dUCUrrrent was produoed b1l ~ ~ r AtA software at xG:09:38 on 10/07>2009 une~r Order No.i0003$8488,__t wrtrleh eWires ern 2i16/20t0, anti is twat far resale. t3ser ~~; t2tt14n70ttit j § A.ts.2 MUTUAL RfSPONSISILRY § A.6.2.1 The Design-Auilder shall afford the Owner and scpstrate contractors restsonable appattttnity for introduction and storage of their materials and equipment and performance of their activities rind shall canned and cootdutate the: Design-Guilder's construction and operations with their;; as required by the Design-Build tocuments. § A.6.2.2 tf parC tzf the 13esign-Builder's Work depends for pr4>lrer execution ac results upon dGSign, constracticm or operations by the Owner or a separate contractor, the Design-Auilder• skzaJl, prior to procuding with that portion of the Work. promptly report to the Ownez• apparent discrepancies or defects itt such other construction tktat would render it unsuitable for such proper execution and results. Failure of the L7esign-Builder so to report shah ronctitute an acknt>wledgmentlhat the Owner's ar separate contractor's completed or pat'tialky unnpleted canstructian is fit and proper tt> receive the Design-]3uilder's Work, except as to defects not then teasanably discoverable. § A.6.2.3 Thu Ocaner shall be rt:imhursed by the Design-Buiider fnr casts itu:utred by tktc Owner which are payable to a sep<•u~ate contractor because of delays, iropraperly timed activities or defective construction of the Design- Builder. The Owner shall be resptmsible to the L~sign-Builder t2zr costs incurred by the Design-Builder because of delstys, improperly timed stctivities, damage to the 'Work or defective construction of a separate contractor. § A.6.2.~i The Design-Auilder shall promptly remedy damage wrongfully caused by the Design-Builder to completed ar partially completed canstructian or to property of the Owner tzr separate contractrs. § A.fi.2.5'The Owtx;r and each separate contractor shall have the carne responskbitities for cutting and patching as are dest;ribed in Section A.3. J 3. § A.6.3 ONMER'S RIGHT TO CLEANUP § A.6.3,1 If a dispute arises among the Design-Auilder, s~parats> contracwrs and the Owtrer as to the respansitzility under their respective contracts far maintizlning the premises and szrrrountiing area free front waste rnateriak anti rubbish, the Owner Wray clean up and the Owner shall atl<x;ate the cast among those responsible. ARTfGLE A.7 CHANGES IN THE WORK § A.7.1 GENERAL § A.7.1.1 Changes in the Work may be accompikshed otter executit>rr of the l.)esign-Ifnild Contract, and without inYahdating the Design-Build Contract, by Change C)rtier or Canstrtzction Change Directive, subject to the lirrtitations stated in this Article A.7 and elsewhere in the Design-Build Docutnettts. § A.7.1.2 A Change Order shall be based ulx~n agrecznent between the Owner and L?esigrz-Builder. A Construction ChangL Directive may he issued by the C)wner with or without agreement try the l7esign-Auilder. § A.7.1.3 Changes kn the Work shall be performed under applicable provisions of the Design-Build Documents, and the Design-Iiurlder shall prtxeed promptly, unless otherwise provided in the Change C)rder or Construction Change Directive. § A.7.2 CHANGE ORDERS § A,7.2.1 A Change Order is a written instrument signed by the Owner and Destgtt-Builder sttzting their agreentt;nt upon ail of the fallowing: .1 a change in Che Work; the sunaunt ai'the adjustment, if any, in the Contract Surn; and the extent of the. adjustment, ii' any, in the Contract Time. § A.7.2.2 If the C)wner requests a proposal itzr a change in the Work horn the Design-Auilder and subsequently elects trot to proceed with the change, a Change Order shall be issueii to reimbtzrse the riesign-Builder far any casts incurred for estirnatin~G services, design services ar preparation of pmpased revisions to the Design-Guild [:kx:utnents. Although change orders should not and are not expected, the maximum al' all change orders which can only be approved at the dist;retion ai' the City C"ouncii rhaH be up to 25'!r= <>f the; base bid. § A.7.2.3 Methods used in deternzining adjustntent~ to the Contract Sunt Wray include those listed in Section A.7.3.3. tntt ~~ tksCUtnertt At3r rr ~- Ztt03 EYMbit A. Cop}aightti.7 2003 bV rr~e Am&rlcan tn5tltute o', AreMtact5. All rf~tts rtusrued. Thrs document was produced bq ~ ~ AiA software at 16:49:38 ore t0/0712008 undar t~tler No.1000388488,..1 whioh expires un 2~tf3/2ptfl, and is not for resale. lJser Notts: {201407018 t ) § A.7.3 CONSTRUCTION CHANGE DIRECTIVES § A,7.3,1 A Construction Citange Directive is a written ardor signed by the. Owner directing a change in the Work pitiar to agreement an adjustment, if any, in the Cantract Sum nr Contract Time, or both.'fhe Owner may by Can4t:nrction Change tirective, withaut invalidating the 17esign-Build Cantrxet, order changes in the. Work within the l;eneral scope of the C7esign-Build Documents consisting of additions, deletions or other revisions, dtt~ Cantract Sum and Cancract'Time being adjusted accardintay. § A.Z3.2 A Grnstnrction C"hange Directive shall be usrd in the absence of total agreement on the tet7rts of a Ch;tnge Order. § A.7.3.3 fl` the Construction Change Directive provides for an ,adjustment ca the Cantract Sum, the adjustment shall be baked snt one of the folls>wing inetltads: ,1 mutual ttc+:eptartce of a lump sum properly itctnizcd and supported by sufficient substantiating data to pettirtit cvaluatian; .2 unit prices states! in the Design-Build itrctrntents ar sultseyuently agreesi upon, ar equitably adjusted as provided in Section A.d, l .9; .3 cast to he. determined in a manner agreed upon by the parties and a mutually accetxable fixed or percentage fee;, or .4 as provided in Se-coon A.7.3.(~. § A.7.3.d upon receipt of x Canstructian Change Directive, the Design-Builder shall promptly proceed with the e.trunge in the. Work invalvt;si and advise the Owns:r of the Design-Builder's agreement or disagr•s;ement with the. ntethad, if any, provided9 in the Cansirttction Change Directive far detet-mining the proposed adjustment in ehe. Conu~act Sutra ar Cantract Timc. § A.7.3.5 A Canstructivn Change Diresaive signed by the icsign-Builder indicates the• agreement of the Design.. F3uiltter therewith, including adjustment in Contract Sum and Cantract Tirr~ ar tl'te method far detern-ining them. Such agrecrrrc n Shall be effective irrtrrtediately and shall be recx+rded as a Change Onier. § A.7.3,6 If thaw Design-.Builder does ncrt respond promptly s+r disagrees with the methsxi for adjustment in Che C'rnttract. Sum. the methaci and lire asijusunem sh.ril kx; deter-ntined t>y t.hc: Owner an the basis elf rc;asonablc, expenditures and savings of Chost.: perf+~rmitrg the Vl7ork attributable to the change, including, in casr. s+f an increase in the Contrast Surat, a reasonable allawance for overhead and profit. In such case, and also under Section A.7.3.3.3, the Th~;ign-Nuildcr shalt keep and present., in such form as the Owtxr may prescribe., an itemized as;caunting togcihcr with appropriate supporting data. Unless otherwise prrvided in the Desi~*n-h3uild D<xuntents, csrsts far the purposes ot'this Section A.7.3.6 shall be limited to the following: .1 additional costss• of professional services; .2 costs of tabor, including ss+cial security, old age and unemployment insutvncc, fringe benefits required by agreement ar custom, artd warkzrs' compensation insurance; .3 cents c;)f materials, supplia~; and equiprttent, incL,tdrng ccxst crf transpt+rtatian, whetter inctrrltorated ar cattsumcd; .4 rental casts of machinery and equipment. exclusive srf hand tools, whether rented f'rorn the Design- Builder or tethers: .5 casts of premiums far all bands and insurance, lxrrrtit fees, and sales, use ar similar taxes relat+~! tp the Wark; and _$ additional costs of supc.rvlsion anst held office-,personnel directly attributable. u.+ the change. § A.7.3,7 'I"he anraunt of credit to be allowed by the Design-Builder to the Owner for a deletion or change that results in a net decrease in thr. Contract Sun- shall be actual net cost. When both additions and credits covering related Work err substitutions arc invdved in a change, the allawance; for overhead and profit shall he ftgured an the basis of net incrs:-ase, if any, with respect to that change. § A,7.3,$ fending fituti detertninatian of the total cast of a Construction Change Directive to the C7w•ner, amounts not in dispute far such changes in the Wark shall be included in Applications far .Payment accampaniaad by a Change {arder indicating the panics` agreement with pan ar all of such casts. Fax any portion of such cast that remains in dispute, the Owner shall ntake an interim determination far purposes of monthly payment for those casts. That trait. AIA D~Utttarri Ai41 TM - 200A Exhibit A. Copyright W 2004 by Th0 American ans~i?ute ~f ArtNatacts. All rights rewrved. 'This docutrrent was produtad by ~ ? A)A sattware at t 0:05:38 on t aN07r2005 under Order No.100p38t348G_S which expires on 2,'16+2010, and is not for resale, User Notes: t201407016t, dcterKrtination of coat shall adjust the Contract Sum an ilre same basis as a Change Chder, subject to the right of the Design-$uilder to disagree and assert a Claint in accordance w+ith Article A_4. A.7,3,9 V4'hert the Owner and Desi~?n-Builder reach agreement concerning the adjustments in the ContracN 5unt and Cantract Time, or otherwise reach agreement upon the adjasuuents, such agreement strati be effective, immediately and shall he rcc<>rded by preparation and execution of an appmptiate Change Order. § A,7,4 MINOR CNANGE5 IN THE WORK § A.7.4.1 'The t)wner cha11 have authority to ardor minor Changes in the. Work not involving ariiustment in the Contract Sum or extensian of the Contract TimC and noc iucan:tistent with the intent of the DesigmBuild Documents. Such Changes shall be ei'feeted by written order and shall be binding an the Design-Builder. The Design-$uilder shall Carry out such written orders pnamptly. ARTICLE A.8 TIME § A,8.1 DEFINITIONS § A.8,1,1 T?rrlt•ss t,rtherwise pravitl~~i, tantract 'T'ime it the period of tune, including auttx}rued adjustments, allotted in the Design-Build Doc:untents far Substantial Cotr>Ftletion of the Work. § A.8,1,2 The date of Catnmencement s~f the Work shall tee the +iatc stetc.d in the Agreement unless provision is made for the date to be fixed in a notice to laraCet;tl issutxi by the Uwner. § A.B,'I,3'T7te date of Subst~lntial Completion is tree date deteranineti by rtes Uwner itr accordance with Section A,t3.b~. § A.8.1.4 The tCrm "day" tis used in the T7esign-guild Documents shall mean calendar day unless atherw'tse specifically defined. § A.8.2 PROGREfiS AND COMPLETION § A.8.2,1 Time limits stated in the Design-Build Docurnenis am of the essence of the T>esign•$uild Contract. $y extx;uting the Design-Build Conh~ar;t, flee Design-$uilder crtrttirtns that the Contract Tinto is a reasonable period for Ixriartning the Work. A.$.2.2 The T3csign-Ruilticr shall nut knowingly, a xcept by aiyreenrent t:rr irtatructian of the Owrier in writing, prematurely carrtmence constructit>n aperatiatts on Chc site or e~lsewttere prior tea the effective datar ofitrsurarrce required by Article A.l l to be furnished by the L)esign-$uilder and Uwner. The date of commencement of the Wark shall not be changed by the elTeCtive date of suite insurance. l)ttless the. date of cantnteticentent is established try the Design-guild Drx;urnents ar a notice to proceed given by the Uwner, the Design-$uilder shaA notify the Uwner in wridug not less than five days or other agreed perirxi tsefrrre commencing the Wark to permit the timely filing of mortgages, mechanic's liens and rather security interests. § A.8.2,3 "T`he T7t<sign-$uilder shall pt•aCeed expeditiously with adequate ftlrces and shall achieve Substantial C'ornplrtian witlrin the Cantract Tittx;. § A.8.3 DELAYS AND EXTENSIONS OF TIME § A.8,3.i tf the Desigrt-Builder it delayed at any tinxt in the conuneatcantent or progress of the Work by an act ar neglect of the Uwner ar of a separate ~x~ntntctar employed lay the Uwner, or by changes ordz-red in the Wark, ar by labtar dispute4, fire, unusual delay in deliveries, unavoidable casualties ar other causes beyond the Design-.Builder's carttrol, err try delay autharired by the Uwner pending resolution of disputes pursuant m ttte Design-Build Documents, ar by other caust;s which the Uwner determines Wray justify delay, than the Contract Tinto shall be cxtetrded lay C"hange Under fat such reasonable time as the C7wner may dete:rntine. § A.8,3.2 (:taints relating to time shall be triode in accrrrdancc with applicable provisions of Section A.4.1,7. § A.8,3.3 This Sectitnt tt.$.3 d<xs riot przclutte recovery oi' damages for delay by either party under other lxovisions of the Tk:sign-guild Drrctnnents. init. AIA t>ocurrrent A /4i TM -2004 Exhibtr A. GopKtOht ~ 2004 by Ttxi Amerrcan tr4,tttttie of Architects. A!i rtphts raservea. ( AiA software ai 10:09:38 on t 0lflT(2009 urber {kder Nn.1000388468 1 which exp+res on 2 t 6'2010, arkt is rim tar resaMe. Uttar Natsa: ~- Thla dacumeni was produced by ~ ~ t2t)t 4070f 8 t } ARTICLE A.9 PAYMENTS AND COMPLETION § A.9.1 CONTRACT SUM § A.9.0.1 The Contract Sum is stated in the Desi};n-Build Dcxatments and, including authorized adjustments, is the total amount pay^able by the; C)wner tc~ the Design-$uilder far perfc7t•rnance of the Wark under the Design-guild Dacurnents. ~ A.9.2 SCHEDULE OF VALUES § A.9.2.i Bet<rre the first Application for Paytitent, where the ('antract Sum is based upon a Stipulated Sum or the Cost of the Wark plus (:'antractpr's Fee with a Ciuaranti~etl M'axlrnum Price, the Cksign-$uilder shall submit Ca the Owner an initial schedule of values allcx;ated to various partiotts of the; Wark prepan;d in such faun and supported by such data to substantiate its accurat;y as th4 Owner may require. This schedule, unless objected to by the Owner, shall be used as a basis for reviewing the Design-Builder's Applications #itr 1'aytnent. The schedule of values may be updated periodically to reflect changes in the. allocatitxt aC the Caniract Sum. § A.9,3 APPLICATIONS FOR PAYMENT § A.9.3.1 At least ten days befr,re the date, esrxiblished fi,r each protrre<cs paytnerlt, t134 Design-$trilde-r shall submit. to the Owner an itetni~ed Application for Payment fir operatic,ns cxlmplcted in accordaace with the curtcrit schedule aC values. Such application shall be notarized, if required, and supported by such data substantiatirtb the Design- Buitder's ri)rht to paytnent as the Ownex may r~}uire:. such as copies of requisitions front Contractor..; and material suppliers, and reflecting retainage if provided far in t#re Design-guild Dacutnents: § A.9.3.i.i As provided in Section A.7.3.R, such applicatitxis play include requests Cor payntcnt an account of Changes in the. Work which have been properly autharixed by Construction Change 17irecUves but are not yet included in C"hange Order,,. § A.9.3.1.3 Such apltitcaticros may nut include ruluests for payment for portkrns of the W'c,rls li,l• wltit;h the Design- Builder does not intend to pay to a Contractor or material Supplier ar other parties providing sz.tvices far the Design- Buitder, unless sueh Wark has been performed by c,thers whom the Design-Builder intends to pay. § A.9.3.2 Unless otherwise provided in the Design-Build Documents, payments shall be made an account aC materials and equiprrx:nt delivered and suitably stored at the site far subsequent Inc<,rpcaation !n the Work, if approved in aclvanct; by the Owner, payment n-ay similarly be• tx~de Car materials and cyuipment suitably stored off ttte sin; at a kx;atian agreed upon in writing, :Payment ti,r rnatatrials artd equipment stvred art ar i~ff thu site shall be conditioned upon cornpliatue by the Design-Builder with prcxedures satisfactory to the Owner to establish the Owner's title. to such rnaterialw aucl equipment or otherwise protect the Owner's interest and shall irtcludc the casts of applicable insurance, storage and transpartatic,n to the site Cc>r such materials and eyuipment starcxi off the site. § A.9.3.3 The. I:)esign-Builder warrants that title to all Work vttrer than lnstruu7ents of Service covered by au Application far I'aymc;nt will pass to tht; Owner na later than the time of payment. The Design-$uilder further watants that, npan sutamittal of an Application for Payment„ s-Il Wark far which Certificates far Payment have been previously issued anil ltayrnettits recelveil faun the Owner shall, to the best oCthe Design-Builder's knowledge, inCcnmation and belief, be free and clear of liens, Claims, security interests ar encumbrances in favor of the Desigit- $uilder, Contxactars, Subcontractors, material suppliers, ar other perst>ns or entities ntalcing a claim by reason of having prr,vided labor, materials and equipment. relating G~ tilt: Work. § A.9.4 ACKNOVIA.EDGEMENT OF APPLICATION FOR PAYMENT § A.9.4.1 The Owner shall, within seven days after receipt of the Design-guilder's Application for Payntcnt, issue to the Design-$uilder a written acknowledgement of receipt of the Design-gui'lder's Application far Payment indicating the amount. the; Owner has determined to be properly due and, if applicable, the teasons far withholding payment in whole nr in part. § A.9.5 DECISIONS TO YVITHHOLD PAYMENT § A.9.5.1 The Owner may withhold a payment in whc,le ar in part t<, the extent reasonably nuc~essary to protect the Owner due to the Owner's determination that the Wark has not progressed to the point indicated in the Application for Payment ar that the quality of Work is not in accordance with the Design-Build Documents. The Owner may also withhold a payment or, because of subseyurntly discovered evidence, may nullify the whole ar a part of an Init. AIA Dacurrfent At41T" - 2004 8xhtbit A. Copyright ~~ 2004 by rh®Arnsrscan Institute of Archttects. All rldttte reserved. This document wsa produced cy '~ AiA software at 10:09:38 on 10107/2009 under Order No. f 060388468_1 which H><pires on 211 tv2010, artd s not for resale. User Notea: 120140?6161) Application for Payment previously issued to such extent as may be necessary to protect the Owner frvm lass far which the Ik~si~ta-Builder ii respansiblr„ itx~iudiul* last; resulting from acts and trmisslc:ms, becatrse ot'the fallowing: .i defective Wark not tenaedied; .2 third-party claims filed ar reasanabie evidence indicating prabable filing a#'such claims unless security acceptable to the Owner is prirvided by the Design-Builder; ,3 failure c>f the fJesigtt-Builder t.a retake paytnk nt:~ praperly ua Citntractars or fvr design services latxtt•, materials or cyuipment; .4 reasonable evidence that the Wark cannat be cs7tnpieted for the unpaid balance of the Contract Surer; .5 damage to the CJwner ar a separate canu-actor; .6 reasonable evidence tJtat the Wvrk will not be completed within the Contract Time and that the unpaid balance would not he adequate to cover actual or liquidated damages far the anticipated delay; or pt.rsistent failure. to celery out the. Work in accaxlance with the Design-Build D<x:umt;nts. § A.9,5,2 When the abave reasons far withltvlding paytnent are removed, payment will be made far amaunts previausty withheld. § A.9.6 PROGRESS PAYMENTS § A.9,6.1 Ai'ter the C)wner hits issued a written acknawledgemcnt cst receipt of the T)esign-Builder's Applicativn for Payment, the Owner shall make payment of t}te. amount, in tlte~ mamaer and within the time provided its tkre TJcsigta- fludd Dacuntents. § A.9.6,2 The Design,Builder shall promptly pay the Architect, each design proi~ssianal nand ather canstittants retained directly by the Design-Builder, upan rcc:eipt oi' payn~ut frcnn the Owner, out ai'the; amount paid Iv the t)esign-Builder an account of each such party's respective pat•tiott of the. Work, the:. amaunt to which each such party iS enlllied. § A.9,6.3 The Design-Builder shall promptly pay each C;ontractar, uixtn receipt of payment fratn the Owner., aut of the arnount paid tv the Design-Builder on accotrnt of such Caturactor's partian of the Work, the amount. to which said Cantractar Is enritlcd, tet7ecting percentages actually retained Pram paynaeuts to the Design-Builder an account ai'the C;antractor's p:>rtiatt of the Work. The IJesif*n-Builder shall, by appropriate agresrtnent with each Contractor, require each C'antractar m make payments to Subcantraetaes in a similar manner. § A.9,$,4 The Owner shall have no vb!rgation tc~ pay yr to sec to dtc payment of money to a Cantractvr except as may ather~vlse be reyttlred by law. § A.9,6.5 Payment to rnatr:rial suppliers shall be u•eated in a manner similar to that provided in Sectivns A.9•G.3 and A.9.ti.4. § A,9.6.6 A pmgress paymr;:nC, ar partial ot• entire use ar occupancy oY the Project by the Owner, shall real cvnstitute acceptance of Wark not in accardarue with the L)esign-Build Dcx:utnents. § A.9.6.7 Unless the Desigtr-Builder provides the Owner with a payment band its the full Pena! sum of the Contract Sum, payments received by the 17esign-guilder far Work properly performed by Contractors and suppliers shall be held by the IJesigtt-Builder for those. Cantr•actvrs or suppliers whet performed ~'Jark yr furnished materials, ar bush, under contract. with the Design-Builder for which payment was made by the Owrner. Nothing contained herein shall require money tv be placed in a separa[t: account and revs be ccstnmingled with tnvney of the Design-Builder, shall create any fiduciary liability ar tort liability an the part of the ;Design-Builder for breach of trust ar shall entitle any person or entity to an award of punitive damages against the Design-Buildt:r fvr breach of the requirements af" this provision. § A.9.7 FAILURE 4F PAYMENT § A.9.L1 if for masons usher than those enumerau:d in Section A.9.5.1, the Owner dies not issue a payment within the time period reyuirGd by Section 5,1.3 of the Agreement, then tits Design-Builder tnay, upon seven additional days' written notice to the Owner, stop the Wark until paytnent of the amount owing hay been received. 'The Contract Time. shal# be extended appropriately and the Contract Sum !shall be increased by the amount of the Init. AiA DDCUrrfent Atilt r~ - 2MM Exi-Wft A, Gopyrignt G~ 2441 t'Y Tate American Institute of Architects, Ail rights reservae. This document was pra]uced tty ~~ AIA software at t 0:09.3$ on i t}/Oil."069 u+tdsr Orr No. f Ot1p38H468,,,, f which expires ore 21t Bi2010, arro is cwt for resale. Uew Notes: t20t 1470161) Design-Builder's reasonable costs of shutdown, delay and start-up, plus interest as provided for in the Design-Build Documents. § A.9.8 SUBSTANTIAL COMPLETION § A.9.8.1 Substantial Completion is the surge in the progress ot'the Work when the Work yr designated portion thereof is suf[5viently complete itt accot'<lance with. the Design-Build Documents so that the Owtter van Occupy or use. the Wark or a pctltivn thereof t'or its intended use. § A,9.8.2 When the Design-Builder evnsiders that the Work, or a pvrtion thereof which. the Ownc;r rtgtees to at:cept separately, is substantially complete, the Design-Builder shall prepare and submit to the Owner a atmprehensivc list of items to be completed or can-ected prior to final payment. Failure to include an item on such list does ant alter the responsibility of the Design-Builder to complete all Work in accordance with the Design-.Build Documents. § A,9.8.3 Upon receipt of the Design-Builder's list, the Owner shall make an inspection to detrermine whether thv Work or designated portico thereof is substantially complete. [f the Owner's inspection discloses any item, whether or nvt included on the Design-Builder"s list, which is not substantially romptete, the Design-Builder shall complete or correct such item. In such case, the Design-Builder shall then submit a reyuesl for another inspection by the Owrter to determine whether the Design-Builder's Wark is substantially complete. § A.9.8.4 in the event of a dispute. regarding whether the Design-Builder's Wctrk is substantially coluplcte, the disputy shall be resolved pursuant tv Article A.4. § A.9.8.5 When the Wark or designated portion thereof is suitstalttially evmplete, the Design-$uiltler shat! prepare for the Owner's signature an Acknowledgement of Substantial Completion which, when signed by the Owner, shall establish (1) the date of Substantial Completion of the Wark, i;2) responsibilities between the Owner and Design- Flnilder fc:tr security, rnaintcnance, heat, utilities, damage tit the Work and insurance, turcl (3) the time within which the Desigu-Builder shall finish ail items on the list accompanying the Acknowledgement. When the Owner°s inspection discloses that the Wvrk or a designated portion thereof is sabstantially complete, the Owner shall sign the Acknowledgement of Substantial Colrtpletirnt. Warranties reyuired by the Design-Build llcx;urnertts shall commence an the date of Substantial t'ompletivn ctf the Work or designated portion thereof tmless otherwise provided in thv Acknowledgement of Substantial Completion. § A.9.8.6 Upon execution of the Acknowledgement ofSubstantial Completion and consent of surety, if any, the Otivner shall make payment of retainage applying to such Wark or designated portion thereof. Such payment shall be acijnstecl for Work that. is incomplete or rx~t in accordance with the reyuirements of the Design-Build [)ocumenis. § A.9.9 PARTIAL OCCUPANCY OR USE § A.9.9.1 The Owner may occupy ar use. any completed or partially completed pvrtivn of the Work at any stage when such portion is designated by separate agreement with the Design-Builder, provided such ovcupttncy ar use is consented to by the insurer, if so required by the insurer, and authorized by public authorities having jurisdiction over the Work. Such partial occupancy or use; may commence. whether or not the portion is substantially complete, provided the Owner and Design-Builder trove accepted in writing the rvsponsibilitics assignul to each of them far payments, retainage, if any, security, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in writing concerning the period far complc;tion or conection of the Work and comn-encement of warranties reyuired by the Design-Build Documents. When the Design-Builder considers a portion substantially complete, the Desiglt-Builder shall prepare and submit a list to the Owner as provided ander Section A.9.8.?. Consent of the Design-Builder to partial cx;cupancy ar tlse shall not Ire unreasonably withheld. The stage of the progress of the Work shall be determined by written agreement between the t)wnvr and Design-Builder. § A.9.9.2 immediately prior to such partial avrupancy or use, the Owner and Design-Builder shall jointly inspect the area to be occupied or portion of the Work to be used to determine and record the condition of the Work.. § A,9.9.3 CTnless otherwise agreed. upon, partial occupancy or use of a portion or pvnions of the Wark shall not constitute acceputnce of Work not complying with the reyuirements of the Design-Build L)ocutnents. _ _ -- --.._._ _.... _ .._--_-.._ _ _T... _....__ _ .. _ _ -- _.__.. ,_ -- _ __ .,_ _ ,.. _ __ __. Init. AIA Document At41'^~ -2004 Etthlbit A. CopyrlgM t>r 2004 try The American Institute M ArchfteMS. Ap rights reserved This document was produced M ~2 r AIA software at 10:09:38 on 111+07/2009 under Order No.10003a8466_t which expire6 on 2/t fu'2010, and is not for resale. User Notes: 12014070t6t) § A.9.10 FINAL COMPLETION AND FINAL PAYMENT § A.9.10.1 Upon receipt of written notice that the Work is ready far final irtsptv~t:tion and acceptance and upon. receipt of u finttl Application for Payment, the Owner shall promptly make such inspcctian and, when the Owner finds the Work acceptable under the Design-Build Dtx;uments and fully performed, the Owner shall, subject to Section A.9.3(1.2, prt:unptly rxtake final payment. to the Ikssign-Builder.. § A.9.10.2 Neither final payment nor any remaining retained pt;rcentage wilt became due until the Design-Builder submits to the Owner (l) alt affidavit that payrolls, bills far materials and eyuipn~nt, and other indebtedness ccntnec:ted with the Work for which flee Ownex or the Owner's property might be responsible ar encumbered (less amounts withheld by Owner) have burn paid ar otherwise satisfied. (2} a certificate evidencing that insurance required by the Design-Build Dctcuirtents to remain in fame ai`ter final. payment is currently in effect and will not be cancelled or allowed to expire until at least 3<) days" prior written notice has t~x.n t~~iven to the Owzter, (3) a Written statement that the Design-Builder knows of no substantial reason that the insurance will not be renewable to cover the period nquirtd by [he Design-:Build D<xunrcnts. t4) canscnt of surety, if any, to final. payment, and (S} if reyuired by the Owner, other data establishing payment ar satisfaction of obligations, such as t~x:eipts, releases and waivers o#' l `tens, claims, security interests or encumbrances arising out of the Design-Build Contract, to the extant and in such #'atm as arty be designated by the Owner. If a Contractor refuses to furnish. a release ar waiver reyuired by the Owner, the Design-Builder Wray furttish a txtnd satisfacu>ry to the Owner to indemnify the Owner against such lien. [f each lien remains unsatisfied after payments arc made, the Design-Builder shall refund to the Owner a1I u;!ancy that the Owner may be liable to pay in conitc.ction with the discharge of such lien, including all costs and reasonable attorneys' fees. § A,9.10,3 lC, after the Owner thntermine~s that the. Cksigrt-Builclcr`s Work ar designated ptrrtitrn thercaf is substantially campletid, final wmpletirn7 thereof is materially delayr„d ihraugh na fault a#` the I}csign-Bui[dcr <>r by issn:+mce of a. Change Order or a Cortstruction Change Dirt:ctive affecting final rampletian, the t)wner shall, upon at~rlication by the Design-Elailtier, make payment of the balarx;e riue Ctn Mutt ptrrtiart aCthe Work fully completed and accepted. Tf the rtmaining balance. ft>r Work not fully eamplcted ot• t;crrrcctcd is less dean retainage stipulated in the Design-Build Dtcuments, and if bands have been furnished, the written consent o#'surety to payiuenk of the balant:e due lire that portion of the Wtrt•k Cully eontpleted anti accr:ptetl shall he suhmiuetl by the Design-Builder. Such payment shalt he made tender tames and canditians goventing final payment, except that it shalt not constiwte a waiver of claitzts_ § A,9.10.4 The snaking crf final payment shall constitute tt waiver of Claims by tltt~ (7wner except chase arising Pram: .1 liens, Claims, security interests ar encumbrances arising out of the Design-Bu11d Documents and unsettled; .2 failure of the. Work to comply with the requiremcnvs of the Desiga-Build Documents; or .3 terms of special warranties t`vquired by the Design-Build Documents. § A.9,10.5 Acccptancc csf final payment by the Design-Builder, a Ctrntracttrr err rnatt,•rial supplier shall constitate a waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled at thts time of final Aplrlic~atitrn fcrr Payrrx;nt. ARTICLE A,10 PROTECTION OF PERSONS AND PROPERTY § A.10.1 SAFETY PRECAUTIONS AND PROGRAMS § A.10.1.1 The Design-Builder shall be responsible for initiating and maintaining alt safety precautions and pr«grants in canrtection with the pcri'armance of the Design-Build Contract. § A.10.2 SAFETY OF PERSONS ANO PROPERTY § A.10.2.1 The Design-Builder shall take reasonable precautions for safety c"•f, and shall provide reaswnable prtxet;tian to prevent damage, injury ire loss kr: .1 employees on the Wark aril atlrer persons Who may be affected thereby; .2 the Work. and materials and equipment to be ncot•porated therein, whether in st<rragc on or oft the site ar under the care, custcx#y ar central of the Design4Builder or the Design,Builder's Contractors ar Subcontractors, and ,3 ether property at the. site ter adjacent thereto, such as trees, shrabs, lawns, walks, pavements, roadways, structures and utilitiev net designatul far removal, relcx:ation or replacement in the course of canstructiart. snit AIA tiocutrwnt A14t TM - 20D4 Exhlblt A. Copyright ~ 2004 by The American anattfuta of Architects. At) rl9hts reserved. Tn~s document was produced by 23 ~ AIA software at t 1):09:38 on t 0107/2009 under Llydtsr No.100036t'i466 t which a:Kp~res on 217 &'20t0, and is net itx resale. Ustt- Notes: - 120 7 4070 1 61! § A,10,2.2 `T`he Design-Builder shall give notices and comply with applicable laws, ordinances, rules, regulations and lawful orders of public authorities bearing c,n safety of persons or property ar Ilteir• protection from darnal;e, injury ar lass. § A.10.2.3 'The Tksign-Builder shall erect and tna.irrtain, as required by existing cxtnclitians and perforntance of the Deslgtt-Build Documents, rettsonab'le safeguards for safety and protection, including pasting danger signs and other warnings against hazards, promulgating safety regulations anti notifying owners and users ai' adjacent sites and utilities. § A.10.2.4 Whetr use ar storage of explosives ar other Mai-ardaus matErials ar equipnl4nt ar unusual methods are. rrecessary far execution of the. V1'ork, the Design-Builder shad exercise utmost care and carry on such activities under supervisietn of properly qualified persc>rmtel. § A,10.2.3 7'he, I.ksign-Builder shall promptly remedy clantttge and lass (other than damage ar lass insured under property insurance required by the Design-Builci Documents) to property referred to in Sections A.10.2.1.2 and A.l l).2. (.3 caused in whole car in part by the Design-Builder, the Architect, a C.ontractar, a Suttwntractor, ar anyone directly or indirectly employed by any of'them c>r by anyone for whose acts they may be liable and fcrr which the T)csign-Builder is responsible under Sections A.lt)?.l? and ?~.It).?.1.3, except damage ar loss attributable to acts or omissions of the Owner or anyone directly or indirectly entployect by the. Owner, or by anyone. fc>r whose arts the Owner Wray be liable, and not attributable to the fault+:,r ncgligetx:c of the Design-Builder. Tlte. foregoing abfigations of the Design-Builder are in addition to the Design-Bttiider's obligations under Section A.3.17. § A,10.2.6 The Design-Builder shall designate in writing to the Owner a responsible individual whose duty shall be the ptrvention of accidents. § A,10,2.7 "I'hr DefirgtrBuilder shall not load rrr pcnmit any part of the constnrctian or site to be luadr;d so avs to endanger its safety. § A,10.3 HA2:ARt)t)lIS MATERIALS § A.10.3.1 if reasonable precautions will be inadequate to prevent foreseeable bcxlily injury ar death to perscros resulting from a material c,r substance„ including but. not limitesd to asbestos or polychkxinated biphenyl {PCB), erteaunterecl an the site by rite Design-Builder, the Design-Builder shall, upon recognizing the condition, ittunedixtely stop Wc>rk in the affected area and report the condition tc, the t)wner. § A.10.3,2 The Owrter shall obt:un the services of a licensed laboratory to vuify the presence or absence of the material or substance reported by the 13esign-Builder and, in the event such tnttterial or substance is found to be present, to verify that. it teas been rendered harmless. l.Jnless otherwise required by the Design-Build Documents, the Owner shall furnish in writing to the Design-Builder the names and qualiCcations of persons or entities who are to perft:,rm tests verifying the presence or absence of such material or substance ar who are to perform the task of removal or safe containment of such tnateria) ur substance. The Design-Builder shall promptly reply to the Owner in writing stating; whether ar not the Design-Builder has reasonable t,bjcction to t}te persons or entities prc>ltosed by the Owner. if the Design;Builder has an objection to a person or entity proposed by the ()caner, the Owner shrill propc,se .utother to whom the Design-Builder has na reasr,naMle abjection. When the: material or substance has been rendered M:u-tnless, work in the affected area shall resume upon written agreement of the Owner and Design-Buiider. 'The Contract Titne shall be extended appropriately, and the Contract Sum shall be increased itt the amount of the Design-Builder's reasonable additional casts ot'shutdown, del«ty and start-np, whi<:h adjustments shall f~ accomplished as provided in Article A.7. § A,10.3.3'To the fullest extent permitted by taw, the fJwner Shall indemnify earl hold harmless the Design-Bander, Contractors, Subcantrnctors, Architect, Architect's consultutts and the agents and emplaytxs of any of them fnrrn anti against. Claims, damages, losses and expenses, including but not litnited tc, attorneys' fees, arising out of or resulting front perf'annattt;e of the Vti'ork in the ai'tected area if in fact the material tar substance exists on site as of the date of the: Agreement, is ncN, disclast;d in the flesign-Build D<xutncnts and presents the risk of k,txfily injury c,r death as described in Section A.1O.3. t and has not been rendered harmless, provided that such Claim, damage, loss or cxpcase is attributable to bodily injury, sickness, disease or death c>r to injury w or• desmtetian of tangible property {r,ther than the Wrn•k itself? to the extent that such datnagc, loss or expense is not due to the negligence of __...._._.u~~ ___.._.__....__..~_ _.._ _...... __. .. _ ._....._.---._.__..._.~... _.e...._._._..... ---~_._____. gait. AIA t'3ocumatt A74t TM - 2004 Exhifilt A. Copyright ~ 2004 by The Arnerlcan Irrstiruse of Archiieci8. All righp reserved. T hte document was pmduo~l by ~~ 1 AIA softw0re ai t q;ga;38 on iU%D712009 under Order Wp.t D00388466 3 which expires on 2'16/2010, aixt is not for resale. user Notes: ' t2t}1407D1611 the Design-Builder, Contractors, Subcontractors, Architect, Architect's consultants and the agents and employees of any al' them. § A,10.4 "l`he CJwner shall not be responsible under Section A. i i1.3 for materials and substances brought to the site by the Design-Builder unless such materials or substances were required by the Design-Build Docutttents. § A.10.5 li', without negligence an the part of the Design-Builder, the Design-Builder is held liable fvr the cast of rcmediatian of a hazardous material or substance solely by reason of performing Work as required by the Design- 13lti1d Donumerrts, the C)wner shall indemnify the, Design-Builder far all cost and expense thereby incurred. § A,10.6 EMERGENCIES § A.10.ti.i ltr an emergency affecting safety° c>f persons ar properly, the Design-F3uildcr shall act, at the Design- >~uilder"s cti~,cretian, to prevent threatened darrlage, injury err lass. Additional cvrnpensatian or extension of time claitnt;d by the Design-Builder ott account of an umcrgency shall be determined as pt•avided in Section A.4.1.7 and .Article A,7. ARTICLE A,11 INSURANCE AND BONGS § A,11.1 Except as may otherwise be set forth in the Agreement ar elsewhere in fire Design-Build Docutncnts, thrr C)wtter and Design,Buiider shall purchase and maintain the following types of insurance with limits of liability and deductible atmaunts and subject i:o such terms and conditions, sts set forth in this Article A.l 1. § A.11.2 DESIGN-BUILDER"S LIABILITY INSURANCE § A.11.2.1 The. Design-Builder 4ha11 purchase from and maintain in a company yr companies lawfully autharired u> do business in the jurisdiction in which the Prrtjeet is located such insurance as will protect the Design-Builder front claims set Earth bt trw that may arise out of or result fttrrn the Design-Builder's operatitms under the Design-Build C't+ntrxct and fvr which the Design-Builder tray tw legally liable, whether such operations he l+y the Design-Builder, by a Cc>niractvr or by anytlne directly yr indirectly employed by any of them, rn• by anyanc for whose acts any of there pray he liable: .1 cL•rims trader workers" carnpensatian, disability benefit ltnd other similar employee hctrefiit ants which are applicable t.o the Wark to be performed; .2 claims for damages because of bodily injury, <x;cupational sickness or disease, ar death of the l)esign- Builder"s employees; ,3 claims li+r damages because of hvdlly injury, sickness at• disease, or death oPany pcr;sl:~n other than the Design-Builder's employees; .d claims for danttrges insured try usual personal injury liability coverage; .5 claims fvr damages, other than to the Work itself, because of injury tv yr dcstrvction of tangible property, including ions crf use r-l;suhing therefrom; .6 claims for damages because of bodily injury, death iii' a person ar property damage arising out of ownership, maintenance or use of a motor vehicle; .7 claims fvr bodily injury yr property damage arising out of completed operations; and .9 claims involving contractual liability insurance applicable to the Desii?n-Builder"s ablig°atians under Sectivrr A.3.17. § A.11.2.2 The insurance required. by Seetic>n A. l 1.2.1 shall he written far eat less than limits oi' liability specified in the Design-Build Dcx;uments or required by law, whichevt;r coverage is gn:ater. Coverages, whither written on an occurrence ar claims-made basis, shall tx maintained without interruption from date of commencement of the Work until date. of teal paymelu~ and terninatioa of any coverage required to be rnaintttined after final payment. § A,11.2.3 C.:er•tificates t~lf insurance acceptable to the ()caner shall bc: Bled with the ()caner privy to t;vmmencement of the Wctrk. These ceniftctrtes and the. insurance policies required by this Section A.l I:? shall contain a provision that. coverages afforded under the pvlicies will trot be catrceled or allowed to expire until at ccast 30 days' privy writterr notice has been given to the t)wner. tf any of the t2+regoing insurance coverages are required to remain in force after final payment and xm reasonably available, err additloaal certificate evidencing continuative of such coverage sltali be submitted with the final Application for Paytnetrt as required by Section A.y.10.2. Information concerning reduLtian of coverage vn account of revised limits yr claims paid under the Lieneral Aggregate, yr both, shall be furni»heel by t:he Design-Builder with reasvnahle prompmessrn accordance with the Design-Builder's information and belief, init. AIA pocument At4t rr -2004 Exhibit A. Cupyripht+&2 2004 b1' The American Institute of Architects. All rights reserved. rriis document was produced by 2:5 AIA sd`Irvare at 10:09:38 an i 0107t2U09 urxr8r Or;l~xr Np.1LkX1388486_ twhich expues ora ZJt 8/20t 0, and is rrpi'or resale. ~~' Notes; {26t 4070E 8t 1 § A,11.3 OWNER'S LIABILITY INSURANCE § A,11,3.1 The t3wner shall be responsible far purchasing and tn:tintaininlx the C)wner"s usuttl liabilitytnsurance. A,11,4 PROPERTY INSURANCE § A.11.4,1 Linless otherwise provided, the Owner shall purchase and maintain, in a company or companies lawfully authorized to dct business in the jurisdiction in which the Project is icu;ated. property insutance written. on a builder`s risk. "all-risk" or equivalent policy farm in the atnotmt of the initial C'oniraet Sum, plus the value of subsequent Design-Build t"antract madiftcatians and cost of materials supplied ar utstalied by others, comprising total value far the entire Project at the site on a replacement cost basis without optional deductibles. Such property insurance shall be rnaintaineil, unless otherwise provided in the l:)esign-Build :Documents or otherwise agreed in writing by alt persons and entities who are beneficiaries of suclt insurance, until Cnal pa}went has be;e~n made as provided in Section A.9. ! 0 or until no person ar entity t>ther Chart the Owner has an insurable interest in the property rctluirc<i by this Secticm A, i 1.4 to be covered, whichever is later. This insutxtnce shalt include interests ot'the Owner, r)esign- Buildcr, Contractor and Subcontractor in the Project. § A,11,d.1.i Property insurance shall be on an "all-risk" or equivalent policy for-n and shall include, without limitation, insurance against the perils of fire {with ex[cniled coverage) aril physical lass or damage including, without tiuplicat.ion of coverage, th4:ft., vandalism, nt:rficinus ntischicf, collapse, earthquake, hood, windstorm, i'alsework, testing and startup, temporary buildings and debris removal, including demolition oe;casioncd by enfoci:emt;nt of any applicable ic};ai rcxluirements, and shalt cover r~asanable eornlx:nsation for Design-Builder's sr^rvices and expenses mquimd as a result of such insured lass. § A.11.4,1.21C the C)wner does not intend to purchase such prolrerty insurance required by the Design-Build f'.ontract and with all of the wveriges in the amount deu~ribecl above, the Owner shall so inform the Design-Bulkier in writing prior to u~rnrrtlenrement c>f the. Work. Thi: Design-Builder may then effect insurance that will protect the interests of the 1}esign-Builder, Contractors and Subcontractors in the Wark, and, by appropriate Change C>rdvr, the cast thereof shalt be charged to the Owner. if the Design-Builder is damaged by the Failure or neglect of the. Owner to purchase or maintain insurance as described above without so ratifying the Design-Builder in writing, then the: t:)wner shall hear all reasonable costs properly attributable thereto. § A.11.4.1.3 if the property insuran+rr requires deductibles, the Owner shall pay casts sot covered because of such deductibles. § A,11.4.1.4 This praperi.y insurance shall u>ver portions of the Work stirred off the site and also portions of the lvork in transit. § A.11.4,1.5 Partial oc;cuparrcy ar use: in accordance with Section A.9.~ shall. rat c+~mmence until the insurance company or companies providing property insurance have consented to such partial occupancy or utie, by endorsement or otherwise., The Owner and the Design-Builder shall take reasonable steps to obtain consent of the insurance company or companies and slu~rll, without mutual written consent, take no action with respect to partial occupancy or use that would cause c;anceilation, lapse or rcduc:tion oi' insurance. § A.11,4.2 Boiler and Amachinery Insurance, The Owner shall pur~ciurse and. maintain boiler and machinery irsurance tequired by the t7esign-Build f)rx:utnents ar by law, which shall specifically cover such insured objects during installation and until final acceptance by the Owner; this insurance shall include interests of the Owner, L7esign- Buildtr, Cirntractors and Subcontractors in the 1X%ork, and the Owner and Design-Builder shall be named insureds. A,11.4.3 Lass of Use Insurance. The Owner, :u the Owner's option, may purchase and maintain such insurnnce as will insure the Owner against ions of use of the Owner`s prc>pcrty duo to fire a• other hazards, however caused, The Owner waives trll rights of action against the Design-Builder, Architect, the C~esign-Builder's other design professionals, it any, Cortfractors and Subi:ontr:ti:tors far loss of ase of the Owner's property, including consequential lasses due to fire or other hazards, however caused. § A.i 1.d.4 If the Design-Builder requests in writing that insurance for risks ocher than Chase described herein or other special causes of loss be included in the property insurance policy. the Owner shall, if passible, include such insurance, and the cast tttireaf shall be charged to dre Design-Builder by appropriate Change Order. _. r._._______.....-..~~..__..-.-__~-._...._.__~...-.._...........~...... _...._..~~____.._._--_- lntt. ptA t'lecummrt Atat n+ -2000 Exhibit A. CW+r'htht~i 2004 by The American tlnstiture W Are2+itects. Att Nghts reserved. This documarn was produc~l by ~~ J AtA srrRwere a? 10:09:39 on t 0107'2009 uMtler Order rJo.liHr0398489,~.t which expires on 2116/2010, and is cwt ra resale. User NOtss: (20t4070t6t) § A.11.4.5 tf during the Project construction period the ()caner insurY;s properties, teal ar personal or both, at or adjacent to t17e site by property insurance under pohciea separate from thane insuring the Prajeet, ar 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 consd-irctian pcricxl. the ()caner shall waive. aH rights in accordance with the terns c7f Section A. I t .4.7 for damages caused by fire or other causes of lass ct7vered by this separate property insurattc7e. All. separate. policies shad provide this waiver o#'subragatic7n by endorseirrent aratherwise, § A.11>4.6 Befc7re an exposure to lass may cx;c;ur, the Ownc:r shall f le with the T)esign-F~uilder a co}7y of csich lx>licy that includes insurance coverages t+equirY=d by this Section A.1 l .4. Each policy shall contain all generally applicable canditians, definitions, exclusions and endorsements relattxl u7 this Pre>jcct. £sach 17olicy shall contain a provision that the policy will not be canceled or allowed to expire and that its limits will not be redaced until at least 3U days' prit7r written notice has been given tt7 the Design-Builder. § A.11.4.7 tlValvertt of Subrogatlt)n. The Owner and Design-Builder waive all rights against each other and any of then consultants, sr,}rirate comrtcarrs described in Section A.fi.l , if airy, Contractors, Sukx:ontiactors, agents tired employees, each o!• the other, and any oi' their contractors, subcontracKars, agents and employees, far damages caused by ("ire or tither causes of lass m the extent covered by property insurance obtained punu:mt to this Section A. 11.4 ar other property insurance applicable. to the Work, except such rights ati they have to pr<x;eeds of stub insurance held by the Owner as fiduciary. The Ow~tter <7r benign-Builder, as appropriate, shall require of the separate contractors described in Section A.6.1, if any, and the Cantsactars, Subcontractors, agents and employees of any of them, by appropriate agreemenrc, written where legally r~equirt:d far validity, similar waivers each in favor of other lrarties errurncrattd hercitr. 't'he policies shall providi: such waivcr•s of subrogation by eatdorscr»ent ar c3therwrse. A waiver of subrogation shall be effective as to a person or entity even though that person ar eaGty would otherwise Yrave a duty of indetnniticatian, c:ontracaual or aUtcrwise, evert though the person or entity did not pay the insurance pt~rrriunt directly tar indir<.ct(y, and whether or eat the person c7r entity had an insurable interest in the property darxraged. § A.11>4.8 A lass irtsurtrd under- t)caner's prY7irerty inner"ante shall bc: adjusted by the Owrter as fiduciary tired made payable to the. t)waer as fiduciary for the insureds, as their interests may appear, subject to requirements of any applicable mortgagee clause and of Section A. t 1.4. I U. 'The Design-Builder shall pay Contractors their just shares of insurtitrrVe proceeds rec-eived by the Design-Builder, nnd, by apprapriatc agrectnents, written where legally required tar validity, shall require Contractors to make payments to their Subc:ontrnctors in similar manner. § A.11.4.3 li~ required in writing try a party in interest. the (:)caner as fiduciary shall, upon tx;currence of an insured lase, }*ive bond far proper performance of the Owner's duties. The cast al' requiredl hoods shall be. charged against proceeds received as fiduciary. The Owner shall deposit in a separate account proceeds sa received, which the Uwner shall distribute in accordance with such iigrex;ntent as the parties 'rte interest may reach. if after such leans ua other special agreement is made and unless the Owner terminates the benign-Build Contract far convenience, replacement of damaged praperky shall be performed try the Design-Builder after notification of a Change in the Work. in accordance with Article A.7. § A,11A,10 The Owner as fiduciary shall have power to adjust and settle a lass with insurers unless one of the parties in interesr shalt abject in wriUug within Yrve days after ac;,curr-ence of lass to the Owrter's exercise of this power.: The C)wner as fiduciary shall, in the case of a decision or award, make settlement with insurers in accordance with directi<7ns of a decision or award. tf distribution of insurance proceeds by arbitration is required, the arbitrators will direct such disuibution. § A,i 1.5 PERFORIitANCE BOND ANfl PAYt4EN1` BOND ~ A,11.5.1 Tire Owner shall have tltc right to require: the Des'rgrt-Builder to furnish t7onds covering faithful perfannance of the Design-Build Contract and payment of obligations arising thereunder, inelrxiing payrrx:nt to design pr+rf~ssionals engaged by or on l~half af'the i7esign-Builder, as stipulated in bidding regttirerrants or specifically required in the Agreement ar elsewhere ire the Design-Build Documents oa the date of executrotr ol` the f)caign-Build Contract. Init. A1A t)ocument At4tr~ -2004 Ezhtbit A. copRtyM (~ 2(704 by'fhe American Institute or Archifacts, Atl ttyhts raearved. <'< This docurneni was prnduced by 27 J AIA software at 1409:38 on t 4107!2009 ur>~r Order No. tOt7038B4b6 1 which sxpirsa on 2/r r3J20t 0, and is not for resale. User Notss: "` t20 r 4070181) ARTK:LE A.12 UNCOVERNr(3 AND CORRECTION OF WORK § A.12,1 UNCOVERING OF WORK § A.12,1.1 if a portion of the Work is covered contrary to requirements specifically expressed in the Design-Build L)acuments, it must be uncavered far the Owner's examination and be replaced at the Design-Builder's expertst; without change in the Contract Time. § A.12.1.2 If a pardon of t}te Work has been cavered which the Owner has oat specifically requested to examine ptiar to its being; cavered, the Owner may request to see such W<uk and it: shall be uncavered by the Design-Builder. If such Work. is in accartiarxs with the Design-Build t7oc;uments, casts trf una3vecing and replacement shall, by apprapriatt: Change Order, be at the Owner's expense. If such Wark. is not in accordance with the Design-Build Dtx:uments, carrecti<>n shall be at the Design-Builder's expense unless the condition was caused by the Owner tyr a separate cantrttctar, in which event the Owner shall be responsible far payment. oi'such casts. § A,12,2 CORRECTION OF WORK § A.12.2,1 BEFORE OR AFTER SUBSTANTIAL COMPLETION. § A.12.2.1.9 The L)esign-Builder shall promptly correct Wark rejected by the Owner ar i~tiling to confartn to the requirements of the Design-Build Docutncnts, whether discovered before or after Substantial Camplegan and whether ar tx;t fabricated, installed ar completed. C: osts of cocru;ting such rejectt;d Wark, including additional resting, shall be at the 17esign-8uild~r'x expenu. § A.12.2.2 AFTER SUBSTANTIAL COMPLETION § A.12.2.2.1 In additi<>tt to the Lk;sign-.Builder's obligations urtdt:r Se%tian A.3.5, it; within one year after the date of Substantial C'crntpletian or after the date for cammencemcnt of wauranties cstablisheti ender Section A.9.8.5 or by terms al' an applicable special wamutry ngaired by the Design-Build Documents, any of the Wark is found ti> be not in accordance with the requirements of the Design-Build Dactnnents, the Design-Builder shall correct it promptly after receipt ul' writtr:n rxrtice Erato t.ttu Owner to da sa unless the Owner has previously given the Design-Builder a writtcrl acceptance of such condition. The Owner shall give such notice promptly after disuwery o#• the candiCian. During the one-year period far correction of VNark, il' the C)wmer fails to notify the L~sign-Builder and give the Lhsigrt-Builder ttn <rlrlxtrtunity to make the txtrretaian, the C1wnLr waives the rights to require: earrectitrn by the Design-Builder and to make a claim far breach of warranty. If the Design-Builder fails to carret.°t non-conforming Work within a reasonable tune during that period after receipt ~'~f notiee from the Owner, the Owner may cc>rrec it in accordance with Section A.2.5. § A.l2.2.2.2 The one-year period f'ar earrection of Waark shall be extended w9th respect fie portions of Wark first perforu3ed after Substantial Carnpletion by dtra pcritxl of tithe between Substantial Completion anti the actual pcrfalrnance of the Work. § A.12,2.2.3 The orte-year petiad for cotTection of Wr1rk shall rtat he extended by cot•tec;tive Wurk performed by the Design-Builder pursuant to ttris Section A.1 ~,2. § A.12.2,3 The, Design-Builder shall renxwe 1'rorn the site part.it>ns ctf the. Wark which arc not u1 at;crttiancc• with the requirements of the L7t;sign-Build Documents and arc neither carn:ctcd by the Lh:sign-Builder oar accepted by the Owner. § A.12.2.4 The Design-Builder shall boar the cast of correcting destroyed ar damaged canstructian, whether completed ar partially completed, of the Owner ar separate rnntraciors caused by the Design-Auilder's ct>r•tection or removal of Wotic which is teat ut accordanct; with ttte rt;gtrirenrems of the Design-Build Locuments. § A.12.2.5 Nathirtg crnitained iu this Section A.12.7 shall be construed to establish a period of lintittrtion with respee~t. to other obligations [he 1')esign-Builder might. haul:. under the Design-F3uild Ikx;uments. Establishtra;nt of the one- year period far correction aF1~'ork as described in Section A.I2.2.2 relates only to the specific obligation of the Design-Builder to correct the Wark, and has no relacitmship to the time within which the obligation to comply with the L)esign-Build Documents Wray be sought to be enforced, nt:rr to the tune within which lrract.edings may be commenced to establish the Design-Builder's liability with respect to the Design-Builder's obligations other than specifically [o correct fire Wark. lnit. A1A Docunxnt A 141 T~ - 2004 Exhlblt A, CopyrlgM 6Y 2004 6y The AmgriCBn Yn&iitute or Architects. A!I tl~ts reserved. this doctrnent was produced M' AiA software at t 0-09:3A on 10+07/?009 under Order No. i0003A8466_t which e~res ort 2i t td20i 0, atad is not for resale. User Notes: {2014070181) § A.12.3 ACCEPTANCE OF NONCONFORMING WORK § A.12.3.1 if the owner prefers to accept Work oat in accordance with the reyuireurents of the Desigu~Build Docutrrents, the Owner may do so instead of requiring its removal and correction, in which case the Contract Sutra wil} be eyui[ably adjusted by Change Order. Such adjustment shall be effected whether ar not final payment has been nra<ie. ARTICLE A.13 MISCELLANEOUS PROVISIONS § A.13.1 GOVERNING LAW § A.13.1.1 The l~sign-Build Contract shall ~ governed by the law of the place where the Projer-t is h>Gated. § A.13,2 SUCCESSORS AND ASSIGNS § A.13.2.1 The Owner and Design-Builder respectively bind themselves, their pttrttterfy, successors, assigns and legal representatives to the other party hereto and tc> partners, successors. assigns and legal representatives of such other party in respect to covenants, agreements and obligations contained in the Design-Build Doctunents. F.'atccpt ac providedrn Section A.13.2.2, neither party to the Desiftn-Build C'ontrac't shall assign the Design-Build Contract as a wtfr3lc without written cunsertt «f the other. If eiihcr patty attcrnpts to make sneer ,tn assignment without sudr consent, that party shall nevertheless remain legally respcrosibl.c for all obligations ander the Design-Build Ccrrttract. § A.13.2.2 The Owner may, without consent of the tksign-Builder, assign the Design-Build C"ontrart. to an institutional lender providing conshuceion financint; for the Project. in such event, the lender shall assume the Owner's rights and obligaNans under the Design-Build Docmxtents, 'fhe Design-Builder shall execute all ccfnsents reasonably reyuirezl ca facilitate such assignment. § A.13.3 WRITTEN NOTICE § A.13.3.1 Written notice shrtli be deemed to have bear duly served if delivered in person to the individual ar a tneartl~r of the; firm or entity or to an of('iccr of the corparatiatt for which it was itttended, or if scut by r•ep;istertfid or certified mail tct the last business address known to the party giving notice. § A.13.4 RIGHTS AND REMEDIES § A.13.4,1 I?uties and obligations imposed by the Design-Build l~ unrents and righLC and remedies available thereunder shall be in arJditian to and oat a ]imitation rri' duties, a#~ligati~~rxs, rights and remedies otherwise imposed ar available by law. § A.i3.d.2 No ac~.ion <>r failure to acct by the Owner ar Design-Builder shall constitute a waiver of a right ar duty afforded them under the Design-Build Ikxunts;nts, oar shall such aetiott ar failure to act. constitute approval of or acquiescence in a breach thereunder, except as may be speciticalty agreed in writing. § A.13.5 TESTS AND INSPECTIONS § A.13.5,1 Tests, inspections and approvals of }xntions of the 1~ark required by the DesignBuild Documents or by laws, ordinances, rules, regulations or orders oi' public authorities having jurisdiction shall be made at an appropriate tinxe. L7nless otherwise provided, the Design-Builder shall make arrangements for such tests, insprcticxns and approvals with an independent testing latxxrator_y ar entity acceptable to the Owner or with the appropriate public authority, and shah bear all related casts of tests, inspectie n:r and approvals. The IJesign-Builder shall give timely notice of when sod where tests and inspections are to be made so that the-Owner may be present far such proxedures. § A.13.5.2 if the Owner or public authorities having jurisdictiaft deternune that ptxr•tians of the Wark require additional testing, inspection or approval not included under Section A.13.5.1, the Owner shall in writing instruct the Design-Builder to make arrangements for such additiotal testing, inspertion ar approval by an entity acceptable to the Ownef•, and the llcsign-Builder shall give tinily notice to the Owtt4r of when and where tests and inspections are to he made so that the Owner nxay be presetxt for such procedures. Such costs, ext;ept as provided in Section A.13.S.:3, shall be at the Owner"s expense. § A,13.5,3 If such procedures Far testing, inspection ar approval under Sections A.13.S.1 and. A.13.i.~, reveal failure of the portions of the V+,'ork to comply with requirements established by the Desigrt-Build i)ocutrtents, all casts trade necessary by suctx failure, including those of repeated procedures, shall lie at the Design-Builder's expense. Init. AIA Doccanent A14t T" - Zpp4 Exhibtt A. Copyright ~i 2U44 by The Antertcan institute rN Architecfs. Atl rtgbts reeervezl. This docxrrntern was praiucod by 29 ~ AIA software at t O:t39:38 an t Ota7i2tXf9 noose Oufdr Nn. tQt)if38846& .t which oxp,res on Zt &J20t0, s+ttt is not tar rr~aie. Ua~r Notss: {2pt 407at Eit ) § A,13.5,4 Required cettiticates of testing, inspection or approval shall., unless otherwise required by the Design- Build Dacutnetats, be secured by the Design-Builder and pnrrrtptly delivered to the Owner. § A.13.5,5 if the C)wner is to observe tests, inspections car approvals required by the Design-Build k)ocnments, the Owner will do so promptly and, where pracacahle, at the normal place of twang.. § A,13,5.8 Tests or inspections conducted pursuant to the Design-$urld Documents shall be made prvmptty to avoid ttnreasanab#e delay in the Watk. § A.t3,8 COMMENCEMENT OF STATtJ'I'ORY LIMITATION PERtOp A.13,6.1 As between the Owner and Design-Builder: .1 Before Substantial Completion. As to acts or failures to act occurring prior to the relevant date of Substantial Completion, any applit:~tble statute. ~nf lin»taticans shall ccamtnence to curt tine! any alleged cause of action shall 1>L deemed to have accrued in any and till events not later than such date of Substantial Completion; .2 Betweta Substantial C:Dmpletion atxl Ninai Applirttdon for Payment. As to acts or f'a!lures to act. occurring subsequent to the relevant date of Substantial Completion and prior tea issuance of the final. Application for Payment, any applicable stawtc. of limitations shall commence to run and any alleged cause of action shall be deemed to have accrued in any and all events not. later than the date of issuanct: ca1'tlle Einal Applicatiou #or I'aynient; and .3 After Final Application for Payment, As to acts or failures to act occurring after the relevant date of issuant:a of the final Application for Payrrtent, any applicable statute of limitations shall cantmrnce to run and any alleged cause. of action shall bc. deemed to have accrued in any and all events not. later than the date of any actor failure to act by the I3csign-Builder pursuant to any Wwranty provided under Section A.3.S, the date of any correction of the Work or failure to carTect the Wark by the [h:sign-Builder under Secaern ,A. I2.~, or the date of actual cortunission of any other act ar failure Its perform any duty car obligation by tht; Design-}luilder or Owner, whichever occurs last. ARTICLE A,14 TERMINATION OR SUSPENSION OF THE DE31t3NiBUILD CONTRACT § A.14.1 TERMINATION BY THE DESIGN-t3U1l.LIER § A.14.1.1 Thy; C)csigta-Builder naay terminate khe T7esign-fSui d Cor~iract if the Wark is snapped for a period of ~i5 consecutive days through no act tar fault of the f)esign-Builder or a Contractor, Sukx;cantractor or their agents or enrplayeez tar any other persons or entities performing portion;. of the Work under direct or indirect contract with the Design-Builder, for any oi'the following reasons: .1 issuance of an order of a aaurT or other public authority having jurisdiction which requires all Work to be stopped; .2 an act of government, such as a declaration c>f' nationtil emergency which requires aU Work to be stopped; .3 the {)caner has i'ailetl to make payment tta the I~sign-Buildertn acaarc#ancc with the Design-Build Documents; ar .d rite C)wtaer has tailed to furnish ua the Design-Buildc;r pnnnpi#y, upcm the C7rs#gn-Builder's ruluest, r•eact7nable evidence as required by Section A.2.2.8. § A,14,1.2 The Design-Builder may terminate the Design-$uiltl Contract if, through no ast ar (cult of the Design- Buildcr or a Contractor, Subt:ontractor or their agents ar employees ar any other persons ar entities performing portions of'the Work under direct or indirect contract with the Design-Builder, repeated suspensions, delays or interruptiana of the entire Waark by the Owner, as described in Section A.1~.3, consatote in the agf;regate more than 1 {)() percent of"the total number of days scheduled for completion, or 120 days in any 365-day period, whichever is less. § A.14.1,3 If one of the: rcasvns described in Sections A.14.I .l or A.1~.1.2 exists, the Iksign-Builder Wray, upon seven days' written notice to the Owner, terminate the f~sign-But#d Contract. and recover from. the Owner payment fnr Wark executed and for proven loss with respect to m;rtcrials, egrtipment, tools, and construction equipnrerrt and machinery, including reasonable overhead, profit and. damages. § A.14.1,4 Tf the Work #s stepped far a peri~xf of Ca0 ransecudve days through no act or fault of the=. Design-Builder car a Cantrac;tor ar tht;ir agents or employees ar any other persons pcr('artning portions of the Work under a direct ar in#t. p1A Document At4t Tr _ 20104 ExhtWt A. Cagyrtght ti"3 2004 by The American Mnstituta rN Archltecta_ An rrgMa reserved. This dacumem was produced by AIA sokware at t 09:38 on t Oi07/2009 user Order No.100038N466 ~ which pxp,res an 7! t frt2010, and is nd far resale. User Notes: _ (201a070t6t) indirect cantract with the Design-.builder because the C)wner has persistently failed to fulfill the Owner's obligations uncles the Desigu-Build Docurncnts with res{>ect u> matters important to the progress of the Work, the C)esign- Builder may, upon seven additional days' written natict to the Owner, terninate the Design=build cantract and remover fiam the Owner as provided in Section A.1~.1.3. § A.14.2 TERMINATION BY THE OWNER FOR CAUSE § A.14.2.1 The Owner may ternnate the Iksign-Build cantract if d1e Design-Builder: ,1 persistently ar repeatedly refuses or fails tv supply enough prtlperly skilled workers or proper materials; .2 fails to make payn1c11t to C.'ontructvrs fr,r servicts, materials yr lobar in avcardancc with the respective. agreements between the Design-Builder and the Architect and Cvntrac:tvrs, .3 persistently disregards laws, vrdinances yr txales, regtllatians ar orifers of a pub'flc authority having jutistliction; ur .4 otherwise is guihy of substantial breach of a provision of the Design-Build Davumenis. § A.14.2.2 When any of the above reasons exist, the. Ownex may withaut prejtufice to any other rights ar re meciies of the ()wrteC altd it{tide $iYitl~' llte ~Srg11-BUtldCl" attd llte Desrgn°Burldcr's surety, if any, seven days' written. native, terminate ernplirytnent of the Design-Builder and may, subject to any priar rights of the surety: .1 talon. possession of the site- and a{' all materials, i.yuipment, tools, and construction equipment and machinery ther~i,n owned by ttte Design-Builder; .2 accept assignment of contracts pursuant to See:tian A,S.S. t ;and .3 finish the W vrk by wfiatever reasonable rnethatl the Owner tnay dean exlle:der:t. C.lpixi request of th.. Design-Builder, the Qwner shall furnish to the Design-Bander a detailed acrotintiug ofi the costs incurred by the Owner in Gnishhtg the Wark. § A.14,2,3 When the Owner terminates the Desif;n-Builci Contract fi>r itne c:1f the reasons sinted in Section A.14,2.1. the Design-Builder sha11 not be entitled w receive liariher payment until the Work is finished. § A.14.2.4If the unpaid balance t~f the ~'antract Sum exc--cols cysts of finishing the Wi>rk and other damages incurred by the owner and not expressly waived, such excess shall ve paid to the. Design-Builder. If such casts and damages exceed the unpaid valance, the Design-Builder shall pay thin diffendnce to the Owner. § A.14.3 SUSPENSION BY THE OWNER FOR CONVENIENCE § A,14.3.1 "1'he C)wner may, without cause, order the f7esign-Builder in writing tt1 suspend, dr:lay yr imemtpt the Work in wh<>1e ar in poly fi>r such pericxf of time as the Owner Wray determine. § A.14,3,2'The cantract Sum attd Contract 1"irne shall be adjusted for increases in the cyst and time caused by suspension, delay ar interruption as desvribed in Section A.1.~,3. [ . Adjustment of the cantract Sum shalt include profit. Na adjustment shall be made m the extent: .1 thaC perfvrrnartce is, was ar would have Veen sa suspended, delayed yr interrupted vy another cause far which the l'.>esign-Builder is respi>nsible; ar .2 that an c;quitable adjustnx;nt is made ar denied under anvther provision of the Design-Build cantract. § A.14.4 TERMINATION BY THE OWNER FOR CONVENIENCE § A.14.4.1 'The C)wner may, at any time, terrrxinate the Design-Build Cataract far the Owner's vanuenienvc and withaut cause. § A,14,4,2 Upon receipt of written notice frarll the Owner ot'such terrninatian fvr the Owner's vanvenience, the 1)asign-Builder shall: .1 cease aperadans as directed by the Owner in the: notice; .2 take actions necessary, yr that the C)wlter may direct, far the protective and preservation of the Wvrk; and .3 except far Wark directed to be perfatxned priar to the effective date of termination stated in the notice, terminate all existing contracts and purchase orders and enter into no further contracts and purchase orders. Init. AIA QOCUMeftt AxAt'M -2gp4 Exhibit A. Copyright QD 20a4 by The American in~iituta of Architects. All Nghts reserved. Tnis doctxnent was produced by 31 / AiA sottwars at i t3:t~9:3ti on 1(bfl7J2Qt?9 under Orctar No. ;t~(h?3gg4fi&_t w ~icn expires pn 2t1 Fif2010, and is ntd to resa(a. user Notes: (2014(170161) § A.14,4.3 In the event of termination for the Owner's convenience prior to commencement of construction, the Design-Builder shall be entitled to ru:civc payment for design. se[viees performed, costs incurred by reason of such termination and reasonable overhead and profit on design services not completed. incase of termination fur the Owner`s convenience after comtnence[nent of construction, the Design-Builder shall be entitled. to receive payment for Work executed and costs inrurnd by reason of such termination, along with reasonable overhead. and profs[ on the Work not executed. Itlft AIA Document At4t ~ -2004 E=habit A. CopyriyM ®2004 try The American Institute of Architectis. All rights reaarvsd. rroe doaiment'was produced dy 32 ~ AIA software at 10:09:38 on 1 Or07/2009 user Order tJo.10003t38466_t which o~irss on 2lt8/2010, and is rrot for resale. User Notes: (2014070161} Document A~41tw - 2004 Exhibit B Determination of the Cost of the Work for the following PROJECT: Name and Crrrartiun or uddre.y.r) Renovations tv the Police, Municipal Court and Fire facility fi)r thr City of Pc?rt Arthur ADDITIONS AND DELETIONS: fi45 4ttr Street The author of this document has Fyot~t Arthur, 'fexa~ 77(141 added +nformation needed for its completion. "the author may also THE OWNER: have revised the text of the original {Nranu~ anti addrr~ss) AIA standard form. An Additians and Deletions RE3pnrt that notes added City i>f Part Arthur information as well as revisions io =t~14 4rh Street the standard form text is available E'ort r#rthur "Cexas 77fy41 tram the author arrd sfrrwld be , reviewed. A vertical line in the left THE DESIGN-BUILDER: margin of this document indicates where the author has added (Nanrr> and rtddress) necessary information and wtrere the author has added to or deleted 17aoie)s f3uildiug ~t Construction, tnc. from the original AlA text. Reaamont, Texas T77){)-11878 This document tray important legal consequences. Gonsuaation witty an attorney is encouraged with respect to its completion or rnadific°tiorr. Consultation with an attorney is also encouraged with respect to professional licensing requfrernents in the jurisdiction where the Project is Icx;ated. AtA Document At9t*M-2009 Exfiibit B, C -- - _____~ _---...... Inft opyrighr ~ 2004 by The American gnst+tute of Architects. All rights reserved. -: >". . This document was produced by ~ AlA software at 10:10:38 on 1 010712009 under Order No.1000388466 r which e:xp~res on Zit 612030, arrG is not for rosate. User No#~: (3392392787) ARTICLE 8.1 CONTROL ESTIMATE § $.1.1 Where the Contract. Sum is the Cast of the Work, plus the Design-Builder's Fee without a Guaranteed 111axitnum Price pursuant to Section 4.3 of the Agreement, the Design-Builder shall prepare and submit to the Owner prior to the Design-Builder's first Application li;n Payment, in writing, a Cantrol Estimatt:. Th€ {'anat>l Estimate shall include the estimated Cost of the Work plus tix~ C:)csign-Builder's Fee. The Control F~sdmate shall t>c; used to monitor actual costs. § 8,1.2 Tlic Control lstiu~ate .hall include: .1 the documctrts cnunxiratcd in Article 8 of the Agtecrncnt, inclading all Addenda thcrcta and t}rc 'terms <tnd Conditions of the {'antract; .2 <r statenx:nt of the estinaatccl Ccrst of the. VVark showing separately the compensatian for design services, construction costs organized by trade eategcrries or systems and the design-Bnilder's hec: and .3 cantingcncies for further develaprnent oi' design and construcUOrr. § 8.1,3'I'he C)esign-Builder shall meet with the C)wner u> review the C'antrol EstimaW. In the event that the C}wner discovers any inconsistencies or inaccuracies in the information presented, it shall promptl}' notify the iJesign- Buitclcr, who shall make apprc>priate. adjrtstmentr• to the. Control Fstirnate. When. the Control F.,slirnate is acceptable to the Owner, the Owner shall acknowledge its accc;puance in writing. The Owner's acceptance of tlrc Carrtxol Estimate dues not imply that the Control Estimate constitutes a Guaranteed Ivtaxirnum Price. § 8.1.4 The Design-Builder shall develop and implement. a detailed systean of cast control that will provide the Owner ta~ith thnely url'orrnatiorr as to the; ariticipatad total t,'ost of the Work. The cost control system shall compare the (:"arrtrol lst.itnatc with the actual cost 1'ar activities in progress and estimates f<rr uncompleted tasks and prcrpc~scd changes. This infarnration shall be reported tc> the Owner. in writing, no later than the Design-Builder's fir~rt AppGcatian for Payment and shall be. revised monthly or at other intervals as mutually agreed. ARTICLE 8.2 COSTS TO BE REIMBURSED § 8.2.1 COST OF THE WORK The term {'ost oP the. Work shall nretm costs nccessar•ily incurred by Qte L7r. ign-Builder in the proper perfarnrance of the. Work. Such casts shall be tat rates oat higher than the standard timid at the place of the Project cxe~lx with prior crrttscnt of the {)caner. The Cost of the Wc>rk shall include truly the items set forth in this Artrclc B?. § 8.2.2 LABOR COSTS § 8.2.2.1 Wages crt construction workers directly t:roploycd by the i)esign-Builder u+ perform the construction of the Work at the site or, with the OWroer's approval, at ofi-site locations. § 8.2.2.2 Wages or salaries of the Design-Builder's supervisory and administrative pcrs;onnel when statit>ned at the site with tlx {)wner's approval. § 83,2.3 «'ages and stdaries of the .lksign-.Builder's supervisory ar adrninisn-ative. personnel engaged at factories, workshops ar an the rand, in expediting the production or tr:rnsportatiorr crf materials or eyuipment repaired ft>r the. Work, trot only for that portion of their time reyuiretl ti>r the Wark. § 8.2.2.4 Costs paid or incurred by the Design-Builder 1br taxes, insurance, contributions, assessrnetrrTq and benefits reyuired by law or collcctivti bargaining agreements aud„ for personnel oat severed by such agreements, customary benefits such as sick leave, medit;al and health bc;nefits, holidays, variations and pensions, provided such casts are. based an wages and salaries included in the Cost al'the Work under SecUOns &,2.2.1 through 8,2.2.3. § 8.2.3 CONTRACT COSTS § B.2.3.1 Payments made by the Design-Builder to Contractatw in accordance with the reyuireroents of their contracts. § 8.2,4 COSTS OF MATERIALS AND EQUIPMENT INCORPORATED IN THE COMPLETED CONSTRUCTION § 8.2.4.1 Costs, including transportation and storage, of materials and eyuipntcnt. incorporated or to be incorparat.ed in the cornpletcd construction. toil. AIA Clocument A 141 TM - 2004 Exhibit B. Copyright ~' 2004 ay The American Institute or Architects. Atl rtyhts reserved. ~ AIA software at r 0:70:38 on t 0/07!2009 under Ortlor tVaJtH10388486_ 7 wtuch expires on 2/1 &'201 Q and s not for resale. llser Notes: This document was produced bl' ~ (3392382787) § 8.2.4.2 Costs of materials described in the precr.ding Section B?.4.t in excess of those actually installed to allow I~n• reasonable waste and spoilage. Unusc;d excess materials, i(' any, shall became the Owner's property at the completion of the Work or, at the Qwner's option, shall be sold by the Design-Builder. Any amounts realized from such sales shall be credited w the Owner as a deduction from the Cost of the Work. § 8.2.5 COSTS OF OTHER MATERIALS AND EQUIPMENT, TEMPORARY FACILITIES AND RELATED ITEMS § 8.2,5.1 Costs, incauding transportation and storage, inst<~llation, maintenance, dismantling and removal of materials, supplies, temporary facilities, machinery, cynipment, and hand tcxfls riot customarily owned by construction workers, that are provided by the Design-Builder at the site and fully consumed in the petforlnance of the. Work; and cast (less salvage value) oi'such items if not fully a,nsumed, whether sold to athers or retained by the Design-Builder. The basis for the cost of items previously used by the Design-Builder shall mean the fair market value. § B,2.5,2 Rental charges for temporary facilities, machinery, eyuipmenc, and ]rand tools riot customarily owned by construction workers that are. provided by the Lksign-Builder at the site, whether rented from the Lksigu-Builder ar athers, and costs of transportation, installation, minor ref,airs and r-elrlaceulertts, dismantling and removal thereof. Rrttes oriel quantities of eyuipmenc rented shalt he suhject to the C)wner's prior app1Y>val. § 8.2.5.3 Ousts of rernuval of debris froth the site § 8.2.5,4 Cost of clacument reproductions, facsimile; transmissions and long-distance telephone calls, postage and parcel delivery charges, telephone- service. a1 the site and etas<>nahle petty cash expenses u1` the. site office. § B,2.5.5 That lx,rlion of the reasonable expenses of the Design-Builder's personnel incurred while traveling in discharge; of duties ccmnected with the, Work. § 8,2,5.6 Ousts of materials and eyuipmenc suitably stored off the site at a mutually accep4rble Ivcatie>n, if approved in advance by the Owner. § B.2.S DESIGN AND OTHER CONSULTING SERVICES § 8.2.8.1 Cornpettsation> including fees and reimbursable expenses, paid by the: i.)esign-Builder for design and other consulting services required by the Design-Build Documents . § 6.2.7 MISCELLANEOUS COSTS § 8.2.7.1 That. portion of insurance and kx,nd premiums that can be directly attributed to this Design-Build Contract.. § 8.2.7.2 Sales, use or similar taxes irnlx,uci by a governrncntal authority that are related w the Work. § 8.2.7.3 Fees and assessments far the building permit and far other permits, licenses anti inspections ti)r which the Design-Builder is reyuimd by the llesign-Build Documents u, pay• § 8.2.7.4 Fees of laboratories fi,r tests required by the Design-Build Documents, exe;ept those related to defective ar non-conforming Work for whictt reirnburseruent is excluded by Section A.13.5.3 of Exhibit A, Terms and Conditions, or other provisions of the Design-Budd Documents, and which da not fall within the scope of Section A.13.5.~1. § 8.2,7.5 Royalties and license fees paid far the use of a particular design, process oc product required by the Design- F3uild l:)acuments; the cost of defending suits ar claims i'orrnfrillgement of patent rights arising from such requirement of the Design-Build Documents; and payments made in accordance with legal judgments against the Design-Builder resulting from such suits or claims and payments of sextlernents made with the Uwner's consent. However, such costs of legal defenses,.judgtnents and settlements shall not he included in the calculation oi'the Design-Builder's Fee ar subject to the Guaranteed 1~laximum Price. il'such royalties, fees and costs are excluded by the last sentence of Section A.3. ] (~.l of Exhibit A, Terms and Conditions, or other provisions of the Design-Build llacumeuts, then they shall hat be included in the Cast of the Work. § 8.2.7.6 Data processing costs related to the Work. Init. AiA Dot~ment A141 rw -2004 Exhibit B. Copyright K3 2004 by the American Institute of Architects. All rights reserved. ~` ~~ T his document was produced by 3 J AIA software a1 t 0:10:38 on 10r07l2008 w,der Order No.100038$468 t which expires on 2/16/2010, and is not for resale. User Notea: (3392392787) § 8.2,7.7 Deposits lost for causes other than the. Design-Builder's negligence or lettuce to fulfill a specific responsibility to the Owner as set forth in the Design-Build Dtrcarncnts. § 8,2.7.8 Lcgat, mediation and arbitration costs, inclading attorneys' i'ees, other titan those arising from disputes between the Owrote and Design-Builder, tea:;«nably recurred by the Design-Builder in the performance of the Wvrk and with the Owner's prior written approval, which approval shall nut be uttreasonabty withheld. § 8.2,7.9 Expenses incurred in accurdartcc with ttre t7esigrr-Builder's standard peronrtel policy fur relocation and temporary living allowances of pe;rsonncl rcquire;d fire the Wcn`k, if approved by the Owner. § 8,2.8 OTHER COSTS AND EMERisENCIES § 8.2.8.1 C)ther costs irtcur-red in the performance of the Work if and to the t;xtent approved in advance in writing by the ()weer. § 8.2.8.2 t::usts clue to emergcncir.s incurred in taking, action ut prevent threatened damage, injury or loss in case. crf rut emergency affecting the safety of pers<tns and property, as ltruvidcd In Section A.10.la of Exhibit A, Terrns and Cc>nditivns. § 8.2.8.3 t:'ost of repairing ur correcting damaged ur nern-conforming Work executed by the Dcsigu-.Builder, Cuttuacturs, Sobconri-acturs ctr supphcrs, provided that such damaged ur nun-conivr•nring Work was nut c;ausc:d by negligence or failure to fulfill a specific responsibility of the llesign-Builder and only to the extent that the cost crf zx:pair ctr cua•rection is not ttcoverabkr by the Design-T3uildcr trout insur<tnae, sureties, Contractors, Sulxxtntractcrrs or suppliers, ARTICLE 8.3 COSTS NOT TO BE REIMBURSED § 8.3.1 "1•he Gust ul'the Work shall not include. § 8,3.1.1 Salru~ies and other compensation of tltc- Design-Builder's ltersonuel stativned at ttte Iksign-Builder's principal ul'1 ice; ur ul`tices other than the site erfl5rc, except as spccii"ical ly provided in Sections B.2.2.2 anti G.2.2.~i. § 8.3.1,2 Exlxnscs ol'thc Design-Builder's principal oi•liu and c+tflc:es other titan the site office. § 8.3,1.3 Overhead anti general expenses, except as may be c xpressly intruded in Art:iclc B.2 of tiers Exhibit. § 8.3.1.4 The [)csign-Builder's capital expense , inelttding intcrest nn the C)csign-Builder's captor) etnploycd for the Work. § 8,3.1.5 Mental casts of machinery and equipment, except as spccilicsally provided in See;tion B.2.S.2. § B.3.1.6 Except as provided in Section 8.2.8. ul` This Agreement, costs due to the; negligence or failure of the Design-Builder to fulfill a spec;iiic responsibility of the Design-Builder. Contractors, Sukx:ontractors and supphe;rs ur anyone directly or indirectly e;mpk>yezl by any of them ur for whose acts any cif therrt may tie liable:. § 8.3.1,7 Any cost not spec;ifrcally and expressly descritx.d in Article T3.2, Cults to be keimbuned. B.3.1,8 Casts, other than costs inchrdcd in C'hangt; Orders approve cl by the. Owner, that would cause the Cluarrnteed RKaximum Price, if any, to be exceeded. ARTICLE B,4 DI5COUNTS, REBATES AND REFUNDS § B.4.1 Cash discounts obtained ore payments made by the Design-Guilder stroll accrue; to the: Owner if { 1) befuxe making the payrrrent, the Design-Builder included them in an Application for Payment and received payment from the C)wner, or {?)the Owner has deposited funds with the Design-Builder with which to make payments; otherwise. cash discounts shall accrue to the Design-Builder. Trade discounts, rebates, refunds and amounts received i'rorn sales of surlslus materials anti equipment shall accrue ter the Owner, and the Desist-Builder shall make provisions so that they can he secured. Init. AIA t)ocument A141 TM - 2D94 ExFNDit B. CopyrtgAt tc! 2.[N14 by The American Inst+tute of Architects. All rights reserved. ~~ ~ ~ ~ ~ - ~ This document was produced by ~ { AIA software at t Oa 0:38 on 10/t)7i20U9 uncle; Order No.7000388466 t wh+ca expires an 2tt far2010, and is eat for resale. User Notea: {3392392787) § B.4.2 Amounts that accrue to the Owner in accardantt with the provisions of Section B.4. i shah be c~e-edited tv the Owner as a deduction from the Cvet of Work. ARTICLE B.5 CONTRACTS AND OTHER AGREEMENTS OTHER THAN FOR DES~N PROFESSIONALS HIRED BY THE DESIGN-BUILDER § $,5.1 Thane portions of the V4`al°k that the Design-Builder dcxs nc>t customarily pe{•farm with the Design-Builder's own personnel shall be perfat7netl by others under contt•acts or b)' tither appropriate agreements with the Design- Builrie;r. The Owner may designate specs-il`ic l~rsons trr+rntities f"rom whc>rn the. Design-Builder shall obtain bids. Tho L>esign-Builder shall obtain bids 1'rorn Contractors and from suppliers of makeriats or equipment fabricated especially for the, Work and shall deGvcr such bids to the Owner. The Owner shaft thin determine which bids will be accepted. The Design-Builder shall not he required to coruract with anyone to whom the Design-Builder has reasonable objection. § B.5.2 C'enrtracts or other agreements shall confe»7n to tfac applicable payment pr<rvisions of this l~sign-Build Conu•act, anti shall not be awarded on the basis of cost plus a fcc without the Owner's prior consent. ARTICLE B.6 ACCOUNTING RECORDS § B.6.1 T'he L)csign-.Builder ar auy affiliated person or entity which pcrtorrrts ,t portion of Che Work shall keep full and dctaile:d auxfunts and exercise Ouch controls as may he nu:essary for proper financial management antler this Agrccmcm, and the accounting and ccynu•al systems shall be: satisfactory to the ()caner. The Owner and the Owner's accoumants shall be afforded access to, and shall be permitted to audit. and cagy, the Design-Builder's retards, honks. correspondence, instructions, receipts, contracts, parch{ant orders, vouchers, memoranda and tither d{rta relating to this Agreement, and lire Design-Builder shall preserve these far a pc;riod of three: years after fugal haynaent, ar for sash longer period as may be ruluired bylaw. § 8.6.2 When the Design-Builder believes that all the Wark required by the Agreerne-nt has been fully ptrlonne~l, the I:>csign-Boildtr shat! deliver to ths; Owner's accountant a Final accounting of the Cast. of the Wt>rk. § B.6.3 The; Ow•eter's accountants will review and report. ha writing an dte Design-Bu"elder's fatal accounting within 1 days after delivery of the finaf accounting. Basil upon such (~'ctst of the Work as the Owrtcr's attountants report t<s be substantiated by the. Design-Builder's final accounting. and provided the- other conditions of Section A.9. lt7 of the Agreement have been met, flat Owner will, within seven days af`ttr rc;cx;ipt of the written report of the Owner's actounu~nts, notify the Design-Baifder in writing of the Owner's intenUan to rraake final payment or fc> vvithhalci finaf payment. § B.6.4 If the Owner's accountants report the Cost of tilt Work as sttbstttntiatecf by the C)esign-Builder's final accounting to be less than clstimed by the Design-Builder, the 1:)esign-Btrilder shall be entitled to initiate rest~lution of the dispute pursuant to Article 6 of the. Agreerteent and Article A.4 at' Exhibit: ~1, Terms and Cvnditians, far the. disputec.l amount. If the I:>esign-Builder fails to so ititiate resolution of the dispute wiUtin the period of time: reyturad by Section A.4.1 Z of Exhibit A. Terms and Conditions, the subs4intia[ed amount. reported by the Owner's accountants shall become binding on the T)esign-Builder. Ytnciing a final resolution pursuant to Article 6 of the Agreement and Article A.4 of Exhibit A, '(ernes and Canditiorts, fire Owner shall pay the Design-Bander the amount., il' any, determined by the Owner's accountant tv be due. the Design-Builder. § B.6.5 [f, subsequent to final payment. and ut the Owner's request, the 1)esil*n-Builder iucm-s costs in connection with the. correction of detective ar non-ec>nfontting work as citscribed in Article B.2, Costs to be Reimbursed, and not excluded by Article 8.3, Costs Not to be Reimbursed, the Owner shall reimburse the Design-Builder such costs and the Design-.Builder's Fee applicut>}e thereto an the same basis tie if such costs had been incurred prior to tinal payment, but not in excess of the Guaranteed Maximum Price, ii' arty. If lire llesign-Builder has participated in sttvutgs as providctl in Section 4.4.3.1 of the Agreement, the amount of such savings shalt be recaltulatcd and appropriate credit given to the Owner in deaermining the. nut amount to bc; paid by the Owner W the Ucsign-Builder. tnit. AIA Document A tot TM -2004 Exhibit B, Copyright rd 2004 by Tree Arnericarr irrstiru{e of Architects. All rights reserved. • " / AIA software at 'O:t0:38 on 10J07i2t709 urrder tJrder No.100038846$,-1 which axpiras on 2it6/2010, and Vs not for resale. Geer Notes: Tms document was protiucod by ~ (3392392787) Document A~ 4~ r~ - 2004 Exhibit C Insurance and Bonds for the foliotihng PROJECT: (Nume~ nnr/ lorutian or uddrers) Renovaticitr4 to the Police, Municipal Court and Eire Facility for the. City of Ptxt Arthur 645 4th Street Pon Arthur, Texas 77641 THE t7WNER: {Nurnr and udrlress) Cit} of Ptn•t tlnhur 444 4th Strezl Port dlnhirr, Tcaas 77b41 THE DESIGN-BUILDER: (Name rrn~l urldrrtrs) Daniels Building & C'onstructiori, lrtc. P.{:). Rc~x 2{)878 13catnni~nt, ']'cxas 777?t)-087$ ADDITIONS AND DELETIONS: The author of this document has added information needed far its completion. Tfie author may atso have revised the text of the original A1A standard farm. An ArJditians arxi r7eletions Repart that Motes added information as well as revisions to the standard tome text is available cram the author and shautd be reviewed. A vortical fine in the left margin of ihLs dex;ument indicates where the author has aged necessary intamtatian and where the author has added to or deleted trom the original AIA text. This document has important lagal consequences. Gansuttation witfi an attorney is encouraged with respect [o its cwnpletiort ar modification. Consultation with an attorney is also encouraged with respect to professonal licensing requirernenis in the jurisdirtian where the Praject IS (aeatP,d. init. AIA Document At4t TM - 2tl04 Exhibit C, Copyright ~ 7nn4 by The Amer+can tnsbtute of Architects. All rights reserved..: - ,„ T>iis drx`urnar~t was produced by f AIA sotrNare a; 10: t t : i ~ nn t Or07t2a09 under Order No. i00a38i3466 i wh~cn exp+res on 2i1 S%20r e, ark +, not for resets. User Notea: (92d545202t ARTICLE C.1 The Owner and llesign-Builder shall prodde policies of liability insurance as required by the Design-Bulld Documents, tar as follows: {Specify cha.nKcs, if crag, to the requirements of the C)esigrr-Build Documents, acrd for each. type rrfYrrsurance identify aE>plicuhie fimits and deductible rrmnrrnts. ) Standard limits as calri~i by Design-Builder. Architect to provide $l,(HX),IXlt) professional en•ors c~ omissions insurance, which is I'or Architect and his Engineer. ARTICLE C.2 The Design-Builder shall provide surety bonds as follows: (Specify type nnr! penal surer of bnrrdc) Type Penal Sum (5 0.00) Performance and Vayment Bonds 9i2,24(s,51 1, appri>ximate i:crostruction cost. as delineated in attached tsxhibit "D", scope ~,r Work --Interior and Exhibit "F..", Scope of Work -exterior. § C.2.1 l)pon the request of auy person or entity :appearing to be a pcnential beneficiary of bonds anvering payment o1`ohligations arising under the Agreement, the Design-Builder tihall promptly furnish a copy of the bonds ar shall pcrlnit a cl>py to be made. t Mit. AIA Document A141 TM - 2004 Exhlblt C. Copyright Bd 2tiD4 by The Amenr-an Institute of Arrhitacts. All rights reserved. . s{e.:,,., ,~ ,_. This document was produted by ! AIA software at t D:11: t 7 on 10!U7l2009 under Order Nat 000388468...1 which axpires on 2;18/2010, and is not for resale. Uaer Notes: (924545202) EXHIBIT D - SUMMARY SHEET FILED IN - F:\123R5W\DBCI\ESTIMA.TE\Est 2004\1st Otr.Estimates 04\Master Qt-GC Rev.01-06-04 August 24 PROJECT: PA Police and Court Facility Square Foot: 8,530 OWNER: PA Police Deot SECURITY: BID DATE: TIME: ARCHITECT: PGAL )ELIVER TO: PHONE: CITY: 1 Beaumont; 2 Groves; 3 Silsbee 1 <--- # Lia Amount Bond 4 Orang e; 5 Port Arthur; 6 Other --------------- -------------------• ----------> 1,000,000 1 Const Time + 2 mo 's:-> 12 --> 8.25 % <--is the Sales Tax Rate Bldrs Risk Cost:-----> 0.25 DESCRIPTION SUBCONTRAC MATERIAL LABOR TOTAL vert SUBTOTAL 1,514,275 30,413 81,913 1,626,601 SUBTOTAL -----> 1,626,601 % Insurance & Taxes 36,861 Builder's Risk 9,222 A G C Fee 2,594 Building Permit ~ 2,617 Protective Liability 23,833 Sales Tax 2,509 Bond 21,945 32,917 Future add for new electrical panel -------------------• to replace exisiting 99,300 SUBTOTAL 1,759,099 7.0000 % Fee 123,137 Add generator TBD SUBTOTAL 1,882,236 1,844,469 Architects & Engineering Fees 118,000 Cost per square foot $220.66 -------------------- --> 0 <-- TOTAL 1,500,000 2,000,236 budget 1.8 million (500,236) CSI CODE DESCRIPTION VENDOR SUBCONTRAC MATERIAL LABOR TOTAL 1a 01-000 General Conditions DBCI 0 30,413 76,413 106,826 b 01-045 Testing Laboratory none 0 0 0 0 c 01-285 Windstorm Certificate none 0 0 0 0 d 01-000 Contigency Allowance DBCI 95,000 0 0 95,000 e 01-000 Owner Allowance DBCI 95,000 0 0 95,000 f 02-900 Landscaping allowance 3,500 0 0 3,500 g 02-900 Drawings plug 3,000 0 0 3,000 h 02-900 Womens locker room Allowance 12,000 0 0 12,000 i 02-900 Patrol area Allowance 18,000 0 0 18,000 j 02-900 File Storage Allowance 12,000 0 0 12,000 2a 02-060 Bldg Demolition DBCI 15,000 0 0 15,000 3a 03-300 Concrete none 0 0 0 0 5a 05-500 Misc. Steel Stairs Postel 17,000 0 0 17,000 b Installation Postel 7,500 0 0 7,500 c 05-720 Opening for new stairs plug 5,000 0 0 5,000 d Installation in 5c 0 0 0 0 6a 06-100 Rough Carpentry in 9a 0 0 0 0 b 06-200 Finish Carpentry JoshTom 12,000 0 0 12,000 c 06-220 Millwork JoshTom 58,600 0 0 58,600 d 06-220 Court Seating APB 12,600 0 0 12,600 e 06-220 Security Screening BY OWNEF 0 0 0 0 7a 07-200 Thermal Insulation in 9a 0 0 0 0 b 07-510 B. U. Roofing & Sht Met plug 5,000 0 0 5,000 1 c 07-920 Sealants NONE 0 0 0 0 8a 08-100 H M Doors & Frames ADP 5,335 0 0 5,335 b Installation DBCI 0 0 5,100 5,100 c 08-213 Plastic Lam. Doors ADP 9,650 0 0 9,650 d Glass inserts allowance 2,000 0 0 2,000 e 08-800 Glass & Glazing Ameraglass 140,570 0 0 140,570 f OS-700 Finish Hardware ADP 45,000 0 0 45,000 9a 09-250 Drywall/Ceiling/Insulation Kizziah 149,777 0 0 149,777 b 09-510 Acoustical Treatment in 9a 0 0 0 0 c 09-310 Ceramic Tile/CarpetNCT L Studio 62,912 0 0 62,912 d 09-650 Resilient Flooring in 9c 0 0 0 0 e 09-680 Carpeting in 9c 0 0 0 0 f 09-900 Painting & V W C Lange 58,181 0 0 58,181 g Floor Prep @ plug 1,500 0 0 1,500 10a 10-100 Chalk & Tackboards plug 1,000 0 0 1,000 b Installation in 10a 0 0 0 0 c 10-150 Toilet Partitions HCS 2,500 0 0 2,500 d Installation in 10c 0 0 0 0 e 10-400 I D Devices allowance 1,750 0 0 1,750 f Installation in 10e 0 0 0 0 g 10-500 Lockers plug 1,400 0 0 1,400 h Installation in 10h 0 0 0 0 i 10-800 Toilet Accessories HCS 3,500 0 0 3,500 j Installation in 10i 0 0 0 0 k 10-522 Fire Extinguishers plug 500 0 0 500 I Installation in 10k 0 0 0 0 m 10-522 Entrance Awning DBCI 12,500 0 0 12,500 11a 11-400 Food Service equipment by owner 0 0 0 0 b Installation DBCI 0 0 400 400 c 11-132 Projection Screens by owner 0 0 0 0 d Installation in 11c 0 0 0 0 12a 12-510 Blinds by owner 0 0 0 0 b Installation in 12a 0 0 0 0 14a 14-200 Elevators(New) Otis 50,000 0 0 50,000 b 14-200 Elevators(existing) Allowance 75,000 0 0 75,000 15a 15-500 H V A C DX system C&I 160,000 0 0 160,000 b 15-400 Plumbing All Star 60,000 0 0 60,000 c 15-300 Fire Protect Sprinkler System none 0 0 0 0 16a 16-010 Electrical Allied 240,000 0 0 240,000 b 16725 Fire Detection & Alarm System in 16a 0 0 0 0 c 16737 Dispatch Relocation(confirm w! Dave Mai) omit 0 0 0 0 d Electrical Concrete none 0 0 0 0 17~ _ Technology by owner 0 0 0 0 BAS 60,000 60,000 SUB -TOTAL 1,514,275 30,413 81,913 1,626,601 TOTALS 1,626,601 2 *** Completion of Exhibit "E" to the contract is contingent on receiving a downtown improvement grant f rom the City of Port Arthur Section 4A Economic Development Corporation (PAEDC). The City Council will give additional approval to proceed upon receipt of the grant. SUMMARY SHEET EXHIBIT E FILED IN - F:\123R5W\DBCI\ESTIMATE\Est 2004\1 st Qtr.Estimates 04\Master Qt-GC Rev.01-06-04 Exterior upa~des. option #2 dated 8-27-09 PROJECT: PA Police and Court Facility SECURITY: _ Square Foot: OWNER: PA Police Deut BID DATE: TIME: ARCHITECT: P AL )ELIVER TO: PHONE: CITY: 1 Beaumont; 2 Groves; 3 Silsbee 1 <--- # Lia Amount Bond 4 Orange; 5 Port Arthur; 6 Other --------------- ---~•---------------- ----------> 1,000,000 1 Canst Time + 2 mo's:-> 12 --> 8.25 % <--is the Sales Tax Rate Bldrs Risk Cost :-----> 0.25 DESCRIPTION SUBCONTRAC MATERIAL LABOR TOTAL vert SUBTOTAL 163,045 6,646 14,939 184,630 SUBTOTAL -----> 184,630 Insurance & Taxes 6,722 Builder's Risk 1,073 A G C Fee 429 Building Permit ~ 569 Protective Liability 2,747 Sales Tax 548 Bond 4,219 6,328 --------------------~ 99,300 SUBTOTAL 207,266 7.0000 % Fee 14,509 TBD --------------------• Add for 4 mm wet seal AMC panel by Reynolds SUBTOTAL 221,775 $34,948.00 Architects & Engineering Fees 24,500 Cost per square foot --•~-- -------------- --> o <-- TOTAL 246,275 budget CSI CODE DESCRIPTION VENDOR SUBCONTRAC MATERIAL LABOR TOTAL 1a 01-000 General Conditions DBCI 0 6,646 14,939 21,585 b 01-000 Contigency Allowance DBCI 10,000 0 0 10,000 c 01-000 Owner Allowance DBCI 10,000 0 0 10,000 2a 02-060 Bldg Demolition in 9a 0 0 0 0 5a 05-500 Misc. Steel Lintels plug 2,000 0 0 2,000 6a 06-100 Rough Carpentry in 9a 0 0 0 0 7a 07-510 B. U. Roofing & Sht Met plug 5,000 0 0 5,000 b 07-510 Metal Cladding Berridge FW-12 panels GulfStar 42,210 0 0 42,210 8a 08-800 Glass & Glazing Ameraglass 32,924 0 0 32,924 b 08-800 Sun Shades allowance Ameraglass 25,000 0 0 25,000 9a 09-250 Framing Kizziah 6,000 0 0 6,000 b 09-900 Painting Lange 16,047 0 0 16,047 10a 10-522 Canopy Gulfstar 4,864 0 0 4,864 16a 16-010 Electrical exterior lighting allowance 9,000 0 0 9,000 SUB -TOTAL 163,045 6,646 14,939 184,630 TOTALS 184,630 1