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HomeMy WebLinkAboutOrdinance 5755ORDINANCE NO. 5755 AN ORDINANCE TO WAIVE COMPETITIVE BIDDING AND APPROVE A MEMORANDUM OF UNDERSTANDING WITH THE WALTON ARTS CENTER, CDI CONTRACTORS, LLC AND BOORA ARCHITECTS, INC. TO SPEND NOT TO EXCEED $6,323,515.00 OF THE 2014 HMR BOND PROCEEDS TO PARTIALLY PAY FOR THE WALTON ARTS CENTER EXPANSION AND ENHANCEMENT PROJECT WHEREAS, the City participated with representatives of the Walton Arts Center to select CDI Contractors, LLC as the Construction Manager/Contractor for the Walton Arts Center Expansion and Enhancement Project pursuant to State Procurement laws; and WHEREAS, the Walton Arts Center is raising private donations to be used along with the City taxpayers' bond revenue of $6,323,515.00 to pay for balance needed to complete a Walton Arts Center Expansion and Enhancement Project; and WHEREAS, the City and the University of Arkansas jointly own the land and the Walton Arts Center, incorporated the Walton Arts Center Council, Inc. to operate the theater and have entered into a long term lease to ensure the continued operation of the Walton Arts Center on Dickson Street which is very beneficial to Fayetteville's Entertainment District; and WHEREAS, the Walton Arts Center Expansion and Enhancement Project could not be accomplished without the strong efforts of the Walton Arts Center as well as the important financial investment of the Fayetteville taxpayers. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1. That the City Council of the City of Fayetteville, Arkansas hereby determines that the formal selection process that the Walton Arts Center and City of Fayetteville engaged in to select CDI Contractors, LLC as their Construction Manager/Contractor almost certainly complies with state purchasing law so that no other formal bidding is legally required, but hereby also finds the facts previously stated would also constitute an exceptional situation where further formal competitive bidding would not be feasible, practical or reasonable so that any possible requirements of formal competitive bidding should be and are hereby waived. Page 2 Ordinance No. 5755 Section 2. That the City Council of the City of Fayetteville, Arkansas hereby approves the attached Memorandum of Understanding in which the City of Fayetteville agrees to pay not more than Six Million Three Hundred and Twenty Three Thousand and Five Hundred and Fifteen Dollars ($6,323,515.00) for its portion of the costs of the Walton Arts Center Expansion and Enhancement Project as approved by the voters and pursuant to bond revenue requirements and authorizes Mayor Jordan to sign this Memorandum of Understanding. PASSED and APPROVED this Yd day of March, 2015. APPROVED - ATTEST: Aand(5 A SONDRA E. SMITH, City Clerk/Treasuroew+mw,,, ao`O�ERK ova .fi% 7-TEViLLTFAYE °f �0f+1e`r7 eine+b°`9` City of Fayetteville, Arkansas 113 West Mountain Street Fayetteville, AR 72701 479-575-8323 Text File File Number: 2015-0071 Agenda Data: 3/3/2015 Version: 1 Status: Passed In Control: City Council File Type: Ordinance Agenda Number: C. 2 WALTON ARTS CENTER EXPANSION: AN ORDINANCE TO WAIVE COMPETITIVE BIDDING AND APPROVE A MEMORANDUM OF UNDERSTANDING WITH THE WALTON ARTS CENTER, CDI CONTRACTORS, LLC AND BOORA ARCHITECTS, INC. TO SPEND NOT TO EXCEED $6,323,515.00 OF THE 2014 HMR BOND PROCEEDS TO PARTIALLY PAY FOR THE WALTON ARTS CENTER EXPANSION AND ENHANCEMENT PROJECT WHEREAS, the City participated with representatives of the Walton Arts Center to select CDI Contractors, LLC as the Construction Manager/Contractor for the Walton Arts Center Expansion and Enhancement Project pursuant to State Procurement laws; and WHEREAS, the Walton Arts Center is raising private donations to be used along with the City taxpayers' bond revenue of $6,323,515.00 to pay for balance needed to complete a Walton Arts Center Expansion and Enhancement Project; and WHEREAS, the City and the University of Arkansas jointly own the land and the Walton Arts Center, incorporated the Walton Arts Center Council, Inc. to operate the theater and have entered into a long term lease to ensure the continued operation of the Walton Arts Center on Dickson Street which is very beneficial to Fayetteville's Entertainment District; and WHEREAS, the Walton Arts Center Expansion and Enhancement Project could not be accomplished without the strong efforts of the Walton Arts Center as well as the important financial investment of the Fayetteville taxpayers. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE, ARKANSAS: Section 1. That the City Council of the City of Fayetteville, Arkansas hereby determines that the formal selection process that the Walton Arts Center and City of Fayetteville engaged in to select CDI Contractors, LLC as their Construction Manager/Contractor almost certainly complies with state purchasing law so that no other formal bidding is legally required, but hereby also finds the facts previously stated would also constitute an exceptional situation where further formal competitive bidding would not be feasible, practical or reasonable so that any possible requirements of formal competitive bidding should be and are hereby waived. Section 2. That the City Council of the City of Fayetteville, Arkansas hereby approves the attached City of Fayetteville, Arkansas Page 1 Pdnted on 3/82015 File Number 20150071 Memorandum of Understanding in which the City of Fayetteville agrees to pay not more than Six Million Three Hundred and Twenty Three Thousand and Five Hundred and Fifteen Dollars ($6,323,515.00) for its portion of the costs of the Walton Arts Center Expansion and Enhancement Project as approved by the voters and pursuant to bond revenue requirements and authorizes Mayor Jordan to sign this Memorandum of Understanding. City of Fayetteville, Arkansas Page 2 Printed on 116/2015 City of Fayetteville Staff Review Form 2015-0071 Legistar File ID 3/3/2015 City Council Meeting Date - Agenda Item Only N/A for Non -Agenda Item Chief Financial Officer/ Paul Becker 2/11/2015 Finance & Internal Services Department Submitted By Submitted Date Division / Department Action Recommendation: Approval of an ordinance to enter into an agreement with the Walton Arts Center and CDI, LLC for the Walton Arts Center Expansion Project. The budget for this project is included in the 2015 budget. Account Number Project Number Budgeted Item? Yes Does item have a cost? Yes Budget Adjustment Attached? No Budget Impact: Current Budget Funds Obligated Current Balance Item Cost Budget Adjustment Remaining Budget Fund Project Title $ 7,170,411.00 $ 846,896.00 V20140710 Previous Ordinance or Resolution # Original Contract Number: Comments: Approval Date: THE CITY OF FAYETTEVILLE, ARKANSAS DEPARTMENT CORRESPONDENCE AGENDA ITEM MEMO To: Mayor Jordan and City Council From: Paul A Becker Date: February 11, 2015 Subject: Approval of an agreement with the Walton Arts Center and CDI Contractors, LLC to pay up to $7,181,004 in construction costs for the Walton Arts expansion. Background: On September 16, 2014 the City Council passed Ordinance 5713 which authorized the sale of $10,995,000 in face value of HMR Bonds. These bonds were previously authorized by the voter in a special election which occurred on November 12, 2013. The ballot questions at this election identified three uses for these bonds. The first use was for the refunding of an outstanding HMR Bond issue. The second use was for the sale of up to $3,500,000 in bonds for the Fayetteville Regional Park Project. The, third use was to issue up to $6,900,000 in bonds for a portion of the Walton Arts Center Expansion Project. These bonds were sold on November 19, 2014 and were appropriated for their intended purposes on December 16, 2014. Due to a premium amount bid for the bonds, a total of $7,181,004 was generated for the Walton Arts Center Expansion Project. This request is to authorize an agreement between the City of Fayetteville, the Walton Arts Center and CDI Contractors, LLL(the Construction Manager of the project) to pay up to $6,323,515 in construction costs for the Walton Arts Center Expansion. The purposes of these costs were identified in the Official Bond Statement as the Walton arts Center Project as follows: "Costs associated with site and structural improvements for the Walton Arts Center Iobby, and Starr Theater, lobby restrooms, and electrical and HVAC infrastructure enhancements." The backstaging project is being completed by Baldwin and Shell in the amount of $857,055. The expenditure of the bond proceeds must be made for only the above purposes which were identified in the Official Statement as these are Tax Exempt Bonds. RECOMMENDATION: It is recommended that the City of Fayetteville enter into the attached agreement with the Walton Arts Center and CDI, LLC (the Construction Manager) This contract provides for the payment of up to $6,323,515 in construction costs directly to the Construction Manager of the project, CDI Contractors, LLC, for progress payments as submitted and recommended for payment by the Architect (Boora Architects) and by an authorized person for the Walton Arts Center. THE CITY OF FAYETTEVILLE, ARKANSAS The City will agree to pay authorized payment applications presented to the Architect no later than 15 days after submission to the City once recommended for payment by the Architect and an authorized person at the Walton Arts Center. It is also important for the Council to understand that the City of Fayetteville was a participant in the selection of the Construction Manager, CDI Contractors, LLC, CDI was selected by a joint selection committee process with voting members representing both the City and the Walton Arts Center following the Cities normal selection process. BUDGETIMPACT This request will provide for the expenditure of $6,323,515 in bond proceeds for a portion of the Walton Arts Center Expansion. 1�AIDocument A133TM - 2009 ` Standard Form of Agreement Between Owner and Construction Manager as _- '- = Oonstructor where the basis of payment is the Cost of the Work Plus a Pee with a Guaranteed Maximum Price -st day of April in the year Two Thousand Fourteen and year.) . 1. d address) Street 'Suite $00' The Ovvncr's Designated: Repesentative; (None, address and other trfo»nation) Terri Trotter Chief Operating Officer Walton Arts Center PO Box 3547 Fayetteville, AR 72702 ttrottor@waltotiartsceliter.org The Construction Manager's Designated Representative: (None, address and other it fo Tnotion) Matt Bodishbaugh Vice President ADDITIONS AND DELETIONS: The author of this document has added information needed for as completion. The author may also have revised the text of the original AIA standard farm. An Additions and Deletions Report that notes added Information as well as revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added necessary Information and where the author has added to or deleted from the original AIA text. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion a modification. AIA Document A201--2007. General Conditions of the Contract fa Construction, is adopted in this document by reference. Do not use With other general condtions unless this document is modified. AIA Document At 33" —2009 (formerly A121 r•CIV c-2003). Copyright 01991, 2003 and 2009 by The American Institute of Archaects. All rights reserved. Init.WARNING: This AIA* Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution ofthis Ale 1 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. I This document was produced by AlA software at 14:26.02 on 07/10/2014 under Order No.5591010955 1 which expires on 0312412015, and is not for meals. User Notes: (1163162952) CDI Contractors, LLC The Architect's Designated Representative 800 agree as follows. AIA Document A133m - 2009 (formerly A121' CMc - 2003). Copyright ®1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. Init. WARNING: This AlA®Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction ordistributionofthis AIAe 2 Document, orany portion of it, may result In severecivil and criminal penalties, and will be prosecuted to the maximum extent possible und.rthe law, r Thisdocument was produced by AIA software at 14:26:02 on 07/10/2014 under Order No.5591010955 1 which expires un 0312412015, and is not for resale. User Notes: (1163162952) TABLE OF ARTICLES 0 COMPENSATION FOR CONSTRUCTION PHASE SERVICES $ COST OF THE WORK FOR CONSTRUCTION PHASE 7 ?AYMENT§1F9R CONSTRUCTION PHASE SERVICES g `INSURANCE,AND BbNDS 9:DISPUTERES.OLUTION 10 TERMINATIGN'QRSUSPENSION 11MISCELLANEOUS PROVISIONS .12.:SCOPE OFTHEAGREEMENT ARTICLE 1 GENERAL PROVISIONS . § 1.1TPfa. contract Docianenti The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to the execution of this Agreement, other documents listed in this Agreement, and Modifications issued after execution of this Agreement, all of which form the Contract and areas fully a part of the Connact as if attached to this Agreement or repeated herein. Upon the Owner's acceptance of the Construction Manager's Guaranteed Maximum Price proposal, the Contract Documents will also include the - .documents described in Section 2,2.3 and identified in the Guaranteed Maximum Price Amendment and revisions prepared.: by the Architect and furnished by the Owner as described in Section 2.2.8. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. If anything. n.the ether Contract Documents, other than a Modification, is inconsistent with this Agreement; this Ag •eement shall.goveiii. § 1.2 Relationship of the Parties The Construction Manager accepts the relationship of trust and confidence established by. this Agreement and covenants with the Owner to cooperate with the Architect and exercise the Construction Manager's skill and judgment in furthering the interests of the Owner; to furnish efficient construction administration, management services and supervision; to furnish at all times an adequate supply of workers and materials; and to perform the Work in an expeditious and economical manner consistent with the Owner's interests. The Owner agrees to furnish or approve, in .: a timely manner, information required by the Construction Manager and to make payments to the Construction Manager in accordance with the requirements of the Contract Documents. All parties acknowledge that the City of Fayetteville is contributing approximately $6.5 million of public bond proceeds towards the cost of this project. As such, the City of Fayetteville may become a co -signatory Owner on this contract and/or require separate Schedule of Values, Pay Application, and cost allocation for the portion of the project being paid by the bond proceeds. The specific terms of the City role and accounting requirements shall be further defined at time of the Construction Phase cost OMP change order as outlined in Article 2.2. § 1.3 General Conditions For the Preconstruction Phase, AIA Document A20ITa'-2007, General Conditions of the Contract for Construction, shal I apply only as specifically provided in this Agreement. For the Construction Phase, the general conditions of the AIA Document A1337" - 2009 (formerly A721 mCMc-2003). Copyright 01991, 2003 and 2009 by The American Institute of Architects. All rights reserved. Init. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA° 3 Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:26:02 on 07/10/2014 under Order No.5591010955 1 which expires on 0312412015, and is not for resale. User Notes: (1163162952) contract shall be asset forth in A201 2007, which document is incorporated herein by reference. The term ., ,. ... .. ... '.'Contractor" as used in A201-2007 shall mean the Construction Manager. ARTICLE 2 CONSTRUCTION MANAGER'S RESPONSIBILITIES The Construction Manager's Preconstruction Phase responsibilities are set forth in Sections 2.1 and 2.2. The ...Construction Manager's Construction Phase responsibilities are set forth in Section 2.3. The Owner and Construction Mi mager may agree, in consultation with the Architect, for the Construction Phase to commence prior to completion of the Preconstruction Phase, in which case, both phases will proceed concurrently. The Construction Manager shall identify a representativr6tauthorized to act on behalf ofthe Construction Manager with respect to the Project. § 2:1 Precolrstructloe fuse § 2,1.1 The Construction,*ager shall provide a preliminary evaluation of the Owner's program, schedule and coustructipt7 jntdget7P iiAements, each in terms of the other. § 212 Consultatmn The Construction Manager shall schedule and conduct meetings with the Architect and Owner to discuss such matters _ asprgcedures, progrCSS, doortiriafion, and scheduling ofthe Work. The Construction Manager shall advise the Owner and.I eArclntect on;proposed site use andimprovements, selection ofmaterials, and building systems and equipment. Tha GdnoruOD Tw%<nagep shall also provide recommendations consistent with the Project requirements to the Owner - and ApsyItecton constructab?7ity; availability of materials and labor; time requirements for procurement, installation and consruction ar>;dd'actors related to construction cost including, but not limited to, costs of alternative designs or materials ;. prelrrhmary`yudgets;life-cycle data, and possible cost reduaions. § 2A.ViAtIn Project requirements in Section 3.1.1 have been sufficiently identified, the Construction Manager shall prepare and geiibdically `Update a Project schedule for the Architect's review and the Owner's acceptance. The Construction Manager shall obtain the Architect's approval for rite portion of the Project schedule relating to the performance of the Architect's services. The Project schedule shall coordinate and integrate the Construction Manager's'Services, the Architect's services, other Owner consultants' services, and the Owner's responsibilities and identify items thillt could' affect the Project's timely completion. The updated Project schedule shall include the following: submission of the Guaranteed Maximum Price proposal; components of the Work; times of - commencement and. completion required of each Subcontractor; ordering and delivery of products, including those that must be ordered well in advance of construction; and the occupancy requirements of the Owner. §:11.4phosed Construction The Consnuetion Pilanager shall Provide recommendations with regard to accelerated or fast -track scheduling, proFurelnellt; or;ptiased'eonstruction. The Construction Manager shalldake into consideration cost reductions, cost information, coinstructability, provisions for temporary facilities and procurement and construction scheduling issues. 2.15P:relimihary Cost Estimategr § 2.1.5.1 Based on the preliminary design and other design criteria prepared by the Architect, the Construction Manager shall prepare preliminary estimates of the Cost of the Work or the cost of program requirements using area, volume or similar conceptual estimating techniques for the Architect's review and Owner's approval. If the Architect or Construction Manager suggests alternative materials and systems, the Construction Manager shall provide cost evaluationsof those alternative materials and systems. § 2.1.5.2 As the Architect progresses with the preparation of the Schematic Design, Desiglt Development and Construction Documents, the Construction Manager shaI I prepare and update, at appropriate intervals agreed to by the Owner, Construction Manager and Architect, estimates of the Cost of the Work of increasing detail and refinement and allowing for the further development of the design until such time as the Owner and Construction Manager agree Oil a Guaranteed Maximum Price for the Work. Such estimates shall be provided for the Architect's review and the Owner's approval. The Construction Manager steal I inform the Owner and Architect when estimates of the Cost of the Wink exceed the latest approved Project budget and make recommendations for corrective action. § 2.1.6Subcontractors and Suppliers The Construction Manager shall develop bidders' interest in the Project. AIA Document A133* -2009 (formerly A121e`CMc-2003). Copyright @ 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. Init. WARNING: This AlAe Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA0 4 Document, ur any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 1426:02 on 07110/2014 under Order No.5591010955 1 which expires on 03124r2015, and Is not for resale. User Notes: (1163162952) § 2.1.7 The Construction Manager shall prepare, for the Architect's review and the Owner's acceptance, a procurement schedule for items that must be ordered well on advance of construction. The Construction Manager shall expediteand coordinate the ordering and delivery of materials that must be ordered well in advance of construction. If _ the wher agrees to procure any items prior to the establishment of the Guaranteed Maximum Price, the Owner shall .. %'•prbcurethe items on terms and conditions acceptable to the Construction Manager. Upon the establishment of the -,-,-.,.-.-Guaranteed Maximum Price, the Owner shall assign all contracts for these items to the Construction Manager and the Collskiiation Manager shall thereafter accept responsibility for them. § 2;1.8 Patent of Responsibility The Construction Martager shall exercise reasonable care in preparing schedules and estimates. The Construction ager, hplveyer, -'des not wam or guarantee estimates and schedules except as maybe included as part of the Guaranteed IVIal:imuir Price. The Consnuction Manager is not required to ascertain that the Drawings and t,S ectficataons at'e m'"'Dor4lance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful - I orders ofpu�hcautiidrihos, but the Construction Manager shall promptly report to the Architect and Owner any nonoont`ortnitydlscuyered by or made IG1own to the Culsnucrion Manager as arequest for information in such farm as t♦ie Archite t mayre4riire. .. § 218 Nofices,and Complilinee with Laws .. Thelonstruction"Manager shall comply with applicable laws, statutes, ordinances, codes, rules and regulations, and lawful 3rdets ofpublic authorities applicable to its performance under this Contract, and with equal employment •ppportunityprog "rams; Iaind other programs as may be required by governmental and quasi governmental authorities for in'hisi'omig3he Contract Documents. § 22Guiranteed Maximum .:Price Proposal and Contract Time r ,§ 2 2.1 At a time to be mutually agreed upon by the Owner and the Construction Manager and in consultation with the Architect>•the Cogsthiction Manager shall prepare a Guaranteed Maximum Price proposal for the Owner's review and acceptance The &aranteed Maximum Price in the proposal shall be the sum of the Construction Manager's estimate ofttie'CostYofthe Work, including contingencies described in Section 2.2.4, and the Construction Manager's Fee. § ,2 2:2 Tothe extent that the Drawings and Specifications are anticipated to require further development by the A1ehi€edt, the Conahvetion Manager shall provide in the Guaranteed Maximum Price for such further development consi' Sent with the Contract Documents and reasonably inferable therefi•om. Such further development does not include such things as changes in. scope, systems, kinds and quality of materials, finishes or equipment, all of which, if T•egbired, shall be incorporated byClange Order. §. 2.2 3 The.Construetion Manager shall include with the Guaranteed Maximum Rice proposal a written statement of its basts,'wlitch shall include <the following: d A list of the Drawings;and Specifications, including all Addenda thereto, and the Conditions of the . Contract; .2 A list ofthe clarifications and assumptions made bythe Construction Manager in thepreparation of the Guaranteed Maximum Price proposal, including assumptions under Section 2.2.2, to supplement the information provided by the Owner and contained in the Drawings and Specifications; .3 A statement of the proposed Guaranteed Maximum Price, including a statement of the estimated Cost of the Work organized by trade categories or systems, allowances, contingency, and the Construction Manager's Fee; .4 The anticipated date of Substantial Completion upon which the proposed Guaranteed Maximum Price is based; and .5 A date by which the Owner must accept the Guaranteed Maximum Price. § 2.2.4 111 preparing the Construction Manager's Guaranteed Maximum Price proposal, the Construction Manager shall include its contingency for the Construction Manager's exclusive use to cover those costs considered reimbursable as the Cost of the Work but not included in a Change Order. § 2.2.5 The Construction Manager shall meet with the Owner and At to review the Guaranteed Maximum Price proposal. In the event that the Owner and Architect discover any inconsistencies or inaccuracies in the information presented, they shall promptly notify the Construction Manager, who shall make appropriate adjustments to the Guaranteed Maximum Price proposal, its basis, or both. AIA Document A133i4 —2009 (formerly A1211eCMe-20D3). Copyrighl ®1991. 2003 and 2009 by The American Institute of Architects. All rights reserved. snit. WARNING: This AIAo Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® 5 Document, or any portion of It, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AlA software at 14:26:02 on 07/10/2014 under Order No.559101095s_l which expires on 03124/2015, and is not for resale. User Notes: (1163162952) § 2.2.6 If the Owner notifies the Construction Manager that the Owner has accepted the Guaranteed Maximum Price • propose I in writing before the date specified in the Guaranteed Maximum Price proposal, the Guaranteed Maximum Price proposal shall be deemed effective without further acceptance from the Construction Manager. Following acceptance of a Guaranteed Maximum Price, the Owner and Construction Manager shall execute the Guaranteed ... Maximum PriceAmendment amending this Agreement, a copy of which theOwner shall provide to the Architect. The Guaranteed Maximum Price Amendment shall set forth the agreed upon Guaranteed Maximum Price with the information and assumptions upon which it is based. 2.2.7 The Ir commencer fr'L §: 12.8 The,. x' incorporate; ,.pia .The Owlr"er. revised. IN „; Gu'arantegd § 22$The taxes for: flu call not incur any cost to be reimbursed as part of the Cost of the Work prior to the Phase, unless the Owner provides prim written authorization for such costs. the Architect to provide the revision to the Drawings and Specifications to iptions and clarifications contained in the Guaranteed Maximum Price Amendment. those revised Drawings and Specifications to the Construction Manager as they are x shall notify the Owner and Architect of any inconsistencies between the rdment and the revised Drawings and Specifications. shall include in the Guaranteed Maximum Price all sales, consumer, use and similar Conshuctim Manager that are legally enacted, whether or not yet effective, at the ice Amendment is executed. § 2.3.1.1 For puiposesofSectfon 8.1.2 of A201-2007, the date of commencement of the Work shall mean the date of commencemen ofdie G.onstruction Phase. § 2.3.1.2 The ConstructionPhsase shall commence upon the Owner's acceptance of the Construction Manager's Guaranteed' Maximum Price proposal or the Owner's issuance of a Notice to Proceed, whichever occurs earlier. § 2.3.2Adminislration� § 2.3.2.1 Those portions'of the Work that. the Construction Managw does not customarily perform with the Construction Manager's own personrieFshall be performed under subcontracts or by other appropriate agreements with the Construction Manager:'The:Owner may designate specific persons from whom, or entities from which, the Construction Manager shall obtain bids. The Construction Manager shall obtain bids fi-om Subcontractors and from suppliers ofmaterials`or equipment fabricated especially for the Work and shall deliver such bids to the Architect. The Owner shall, then 'defdrinine, viiththe advice of the Construction Manager and the Architect, which bids will be . ager'shall not be required to contract with anyone to whom the Construction Manager accepted. The.Construction Man has reasonable.objection. § 2.3.2.2 If tile Guaranteed Maximum Price has been established and when a specific bidder(1) is recommended to the Owner by the Construction Manager, (2) is qualified to per'foilln that portion of the Work, and (3) has submitted a bid that conforms to the requirements of the Contract Documents without reservations or exceptions, but the Owner requires that another bid be accepted, then the Construction Manager may require that a Change Order be issued to adjust the Contract Time and the Guaranteed Maximum Price by the difference between the bid of the person or entity recommended to the Owner by the Construction Manager and the amount and time requirement of the subcontract or other agreement actually signed with the person or entity designated by the Owner. § 2.3.2.3 Subcontracts or other•agreements shall conform tothe applicable payment provisions of this Agreement, and shall not be awarded on the basis of cost plus a fee without the prior consent of the Owner. If the Subcontract is awarded on a cost-plus a fee basis, the Construction Manager shall provide in the Subcontract for the Owner to receive the same audit rights with regard to the Subcontractor as the Owner receives with regard to the Construction Manager in Section 6.11 below. § 2.3.2.4 If the Construction Manager recommends a specific bidder that may be considered a "related party" according to Section 6.10, then the Construction Manager shall promptly notify the Owner in writing of such relationship and notify the Owner of the specific nature of the contemplated transaction, according to Section 6.10.2. AIA Document A733^ —2009 (formerly A121'"CMc-2003). Copyright01991, 2003 and 2009 by The American Institute of Architects. All rights reserved. Init.WARNING: This AIAe Document is protected by U.S. Copyright law and International Treaties. Unauthorized reproduction or distribution of this AIA° 6 Document, many portion of il, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible underthe law. This document was produced by AIA soaware at 14:26o2 on 07/10/2014 under Order No.5591010955_I which expires on 0312412015, and is not for resale. User Notes: (1163162952) §, 2.3.2.5 The Construction Manager shall schedule and conduct meetings to discuss such matters as procedures, - progress; coordination, scheduling, and status ofthe Work. The Construction Manager shall prepare and promptly distribute minutes to the Owner and Architect. § 2.3.2.6 Upon the execution of the Guaranteed Maximum Price Amendment, the Construction Manager shall prepare @ildsulimit to the Owner and Architect a construction schedule for the Work and submittal schedule in accordance witi•section 3.10 of A201-2007. §,23.2.7 The Construction Manager shall record the progress of the Project. On a monthly basis, or otherwise as agreed to bythe Owme,the Construction Manager shall submit written progress reports to the Owner and Architect, showing percentages £completion and other information required by the Owner. The Construction Manager shall ' also keepl:andmake ayatlable to the Owner and Architect, a daily log containing a record for each day of weather, Y'Ipor(ions of the WorK,iii'ptogress, number of workers on site, identification of equipment on site, problems that might affect progress of tirgwork� accidents, injuries, and other information required bythe Owner. § 2 3 2 8'Ti1e Construction Mnager shall develop a system of cost control for the Work, including regular monitoring of actual; costs for activities in'progress and estimates for uncompleted tasks and proposed changes. The Construction MarCdgershall ldehtify variances between actual and estimated costs and report the variances to the Owner and Architect and shall pibvfde this information in its monthly reports to the Owner and Architect, in accordance with Secuoa2.3 2 7 above.( § 24Prdfessional Services` Section 3:12 10 of A201 2007 Shall apply to both the Preconstruction and Construction Phases. § 2.5 Hazardous:l4aterials Section 10 3 ofA201-2007shall apply to both the Preconstruction and Construction Phases. ARTICLE: 3 OWNER'S RESPONSIBILITIES § 3.1lriformation and Services Required of the Owner § 3.1.1 The Owner shall provide information with reasonable promptness, regarding requirements for and limitations on the Project including a mitten prgaram which shall set forth the Owner's objectives, constraints, and criteria, including schedule, space r equirements and relationships, flexibility and expandability, speciat equi pnlent, systems sustmnabihty and site requirements. § 3.1.2 Prior to the execution of the Guaranteed Maximum Price Amendment, die Construction Manager may request in writing that the Owner provide reasonable evidence that the Owner has made financial arrangements to fulfill the Oer's obligations under the Gontrapi: Thereafter, the Construction Manager may only request such evidence if (I) wn - - the Owner isilsto make payments to the Construction Manager as the Contract Documents require,(2) a change in the ?Mork materially changes the Contract Sum, or (3) the Construction Manager identifies in writing a reasonable concern regarding the Owner's ability to make payment when due. The Owner shall furnish such evidence as a condition precedent to commencement or -continuation of the Work or the portion of the Work affected by a material change. After the Owner furnishes the evidence, the Owner shall not materially vary such financial arrangements without prior notice to the Construction Manager and Architect. § 3.1.3 The Owner shall establish and periodically update the Owner's budget for the Project, including(1) the budget for the Cost of the Work as defined in Section 6.1.1, (2) the Owner's other costs, and (3) reasonable contingencies related to all of these costs. If the Owner significantly increases or decreases the Owner's budget for the Cost of the Work, the Owner shall notify the Construction Manager and Architect. The Owner and the Architect. in consultation with the Construction Manager, shall thereafter agree to a corresponding change in the Project's scope and quality. § 3.1.4 Structural and Environmental Tests, Surveys and Reports. During the Preconstruction Phase, the Owner shall furnish the following information or services with reasonable promptness. The Owner shall also furnish any other information or services under the Owner's control and relevant to the Construction Manager's performance of the Work with reasonable promptness after receiving the Construction Manager's written request for such information or services. The Construction Manager shall be entitled to rely on the accuracy of information an d services furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work. AIA Document A133'a —2009 (formerly A12110CMc — 2003). Copyright 81991. 2003 and 2009 by The American Institute of Architects. All rights reserved. Init.WARNING: This AlAe Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIAa 7 Document. or any portion of it, may result In s¢vere civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This Document was produced by AIA software at 14:26:02 on 0711012014 under Order No.5591010955-1 which enplies an 0312412015. and Is not for resale. User Notes: (1163152952) § 3.1.4.1 The Owner shall furnish tests, inspections and reports required bylaw and as otherwise agreed to by the parties; such as structural, mechanical, and chemical tests, tests for air and water pollution, and tests for hazardous lriaterials § 3142The Owner shall fnnishsurveysdescribing physical characteristics, legal limitations and utility locationsfor the site of the Project, and a legal description ofthe site. The surveys and legal information shall include, as applicable, .. -grades and lines of streets, alleys, pavements and adjoining property and structures; designated wetlands; adjacent - • - drainage; rights -of -way; restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of - th�site; locgtions, dimensions and necessary data with respect to existing buildings, other improvements and trees; r and information concemipg available utility services and lines, both public and private, above and below grade, cL ` including inverts and ATit.'s. All the information on the survey shall be referenced to a Project benchmark -Yr ,1 § 3J.4.3 The Own&r When such services are requested, shall furnish services of geotechnical engineers, which may . _ include brit alenotiimited to:�;est borings, test pits, determinations of soil bearing values, percolation tests, evaluations ofliazasdousmaterials, seismic evaluation, ground corrosion tests and resistivity tests, including necessary operations r t for anticipating subsoil conditions, with written reports and appropriate recommendations. § 31-d Duringthe Construction Phase, the Owner shall furnish information or services required of the Owner by the Contract bocurpents with.reasonable promptness. The Owner shall also furnish any other information or services - under'the Owner's control andrrelevant to the Construction Manager's performance of the Work with reasonable promptness after recerviog the Construction Manager's written request for such information or sevices. § 3.2Owner's .Designated Representative The Owner shall identify representative authorized to act on behalf of the Owner with respect to the Project. The -Owner's representativeshall render decisions promptly and furnish information expeditiously, so as to avoid . unreasonable delay in the services or Work of the Construction Manager. Except as otherwise provided in Section 4.2.1 of A201-2007, the Architect does not have such authority. The term "Owner" means the Owner or the Owner's authorized representative.` § 3.2A Legal Requirementg:,The Owner shall furnish all legal, insurance and accounfing services, including auditing services, that may he reasonably necessary at any time for the Project to meet the Owner's needs and interests. §.3.3 Architect The Owner. shall retain ail Architect to provide services, duties and responsibilities as described in AIA Document B103Tai-2007; Standard Form of Agreement Between Owner and Architect, including any additional services requested by the donsavction Manager that are necessary for the Preconstruction and Construction Phase services under thS3 Agreement. The.Owner shall provide the Construction Manager a copy of the executed agreement between the Owner and the Architect, -and any further modifications to the agreement. ARTICLE 4 COMPENSATION AND PAYMENTS FOR PRECONSTRt1CTION PHASE SERVICES § 4.1 Compensation § 4.1.1 For the Construction Manager's Preconstruction Phase services, the Owner shall compensate the Construction Manager as follows: § 4.1.2 For the Construction Manager's Preconstruction Phase services described in Sections 2.1 and 2.2: (Insert amount of, or basisfor, compensation and include a fist of reimbursable cost itenrs, cis applicable) The Construction Manager shall include its actual cost of providing Preconshvetion Phase services, but not more than $35,000, as part of the GMP proposal. When the GMP Proposal is accepted by the Owner. the Construction Manager may bill preconstruction costs immediately. If, for any reason other than the Construction Manager's default, the Owner does not accept the Construction Manager's Guaranteed Price Proposal or does not issue a Notice to proceed in advance of accepting the GMP Proposal, the Owner shall pay the Construction Manager $35,000 as full and final payment for preconstruction. AIA Document A133T4 — 2009 (formerly A121TM=c— 2003). Copyright ®1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. Init. WARNING: This Al a Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this MAO 8 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum "tent possible under the law. t This document was produced by AIA software at 14:26:02 on 07n9f2014 under Order No.5591010955-1 which expires on 03124f2015, and is not for resale. User Notes: (1163162952) § 4.1.3 IfthePreconstruction Phase services covered by this Agreement have not been completed within Twelve (12 mgghs of the date of this Agreement, through no fault of the Construction Manager, the Construction Manager's compensation for Preconstruction Phase services shall be equitably adjusted. §'4.1ACompensation based on Direct Personnel Expense includes the direct salaries of the Construction Manager's personnel providing Preconstruction Phase services on the Project and the Construction Manager's costs for the mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory :orri oyee benefits, insurance, sick leave, holidays, vacations, employee retirement plans and similar contributions. -§ 4:2 Payments § 4,2.1 Unless otherwise agreed, payments for services shall be made monthly in proportion to services performed. §, 422 Paygtents ated..,tleand payable upon presentation of the Construction Manager's invoice. Amounts unpaid TI»ity (;30 ) dayfrAet &.invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate'pizvailmg p'om hliie to time at the principal place of business of the Construction Manager. (Insert rare ofmonthiy qr an l interest agreed upon) ARTICLE 5,:COMPENSATION FOR CONSTRUCTION PHASE SERVICES § 5 1 <For thatbruo iuction•;Manager's performance of the Work as described in Section 23, the Owner shall pay the Congtruction.Manager the Gbiltract Sum in current funds. The Contract Sum is the Cost of the Work as defined in Section 5.1'yl.plus the Consp't etion Manager's Fee. .§ ii.1.1 The.Construction Manager's Fee: ;Fee') !a'lutna sum, percentnge'of Cost of the Work or otherprovision for determining the Construction Manager's Fee')! Shall$e A umpsum amount equal to 4.50% of the Cost of Work contained in the approved Guaranteed Maximum Price. - §,5i1.2 The meth od,ofadjustmmt of the -Construction Manager's Fee for changes ht the Work: The Construction Manager's fee on:changes in the work shall be 4.50 x. of the Cost ofWork contained tin the change. § 5A'.3:. imitAl ions, if any, oil a Subcontractor's overhead and profit for increases in the cost of its portion of the Work: For additive changes, the Subcontractor's fee for overhead and profit shall not exceed 12% of the Cost of Work contained in the change. § 5.1.4 Rental rates for Construction Manager-owlted equipment shall not exceed Eighty Five percent ( 85 %) of the published AED equipment rental rate for Fayetteville, AR, or One Hundred percent (100%) of the standard rate paid at the place of the Project. § 5.1.5Unit prices, if any: (Identify and state the emit price; state the quantity limitations, ifany, to which the unit price will be applicable.) Item Units and Limitations Price per Unit ($0.00) § 5.2 Guaranteed Maximum Price § 5:2.1 The Construction Manager guarantees that the Contract Sum shall not exceed the Guaranteed Maximum Price set forth in the Guaranteed Maximum Price Amendment, as it is amended from time to time. To the extent the Cost of the Work exceeds the Guaranteed Maximum Price, the Construction Manager shall bear such costs in excess of the Guaranteed Maximum Price without reimbursement or additional compensation from the Owner. (Insert specifrc provisions if the Construction Arlanager is to participate in airy savings.) AIA Document A133TM -2009 (formerly Al21"CMc-20Da). Copyd9hl ®1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. Init. WARNING: This AIAa Document is protected by U.S. Copyright Law and International Treaties. Unauthorleed reproduction ordunributlon of this AIA® 9 Document, or any portion of it, may result in severe civil and erimlnal penalties, and will be prosecuted to the maximum extent possible under the law. t This document was produced by AIA software at 14.28:02 on 07/1012D14 under Order Nu.5591010955 1 which expires on 03f2412015, and Is nat for resale. User Notes: (1163162952) Any cost savings beneath the GMP shall be distributed Seventy Five percent (75%) to the Owner and Twenty Five percehl{25%) to the Construction Manager. § 5.22 The Guaranteed Maximum Rice is subject to additions and deductions by Change Order as provided in the Contract Documents and the Date of Substantial Completion shall be subject to adjustment as provided in the Contract Documents. �§ 5.3 Changes in the;Work '.§ 5.3.1 TheOwner may, without invalidating the Contract, order changes in the Work within the general scope of the Contract consi1.sting of additions, deletions or other revisions. The Owner shall issue such changes in writing. The Architect may make mhim changes in die Work as provided in Section 7.4 of AIA Document A201-2007, General iCohditions ofthe Contract for Construction. The Construction Manager shall be entitled to an equitable adjustment in 1 ihe'Contract Time asa result -of changes in the Work. § 5 3 2 AdltYstmeuts toahe Guaranteed Maximum Price on account of changes in the Work subsequent to the execution the±Gualnteed Iylaximum Pace Amendment maybe determined by any of the methods listed in Section 7.3.3 of AIA DoA201-2007, General Conditions of the Contract for Construction. In calculating adlushnents to subconn'so" (except those awarded with the Owner's prior consent on the basis of costplus a fee),.the`terms ".cost" and 'fee" as used in Section 7.3.3.3 of AIA Document A201-2007 and the term "costs" as.used m Seection 7.3.7 of AIA Documa11 A201-2007 shall have the meanings assigned to them in AIA Docum'1 A201-2D07 and shalhnot be modified by Sections 5.1 and 5.2, Sections 6.1 through 6.7, and Section 6.8 of _ this Agreement:"Qdjustments.to subcontracts awarded with the Owner's prior consent on the basis of cost plus a fee shall, beealoil ated m accordance with the terms of those subcontracts. § 5 3 4In calculating adjustments to the Guaranteed Maximum 1) ice, the terms "cost" and "costs" as used in the above=referenced provisionsof AIA Document A201-2007 shall mean the Cost of the Work as defined in Sections 6.1 to 6.7 of this Agreement and the term "fee" shall mean the Construction Manager's Fee as defined in Section 5.1 of this Aa�eelnent. _ .. § 5.3.5 If no specific provision is made in Section 5.1.2 for adjustment ofthe Construction Manager's Fee in the case of changes in the Work, or if the extent of such changes is such, in the aggregate, that application of the adjustment provisions of Section 5.1.2 will cause substantial inequity to the Owner or Construction Manager, the Construction Manager's Fee shall be.equitably adjusted on the same basis that was used to establish the Fee for the original Work, and the Guaranteed Maximum Price shall be adjusted accordingly. . ARTICLE 6 COST OF THE:WORKFOR CONSTRUCTION PHASE § 6.1 Costs to Be Reimbursed § 6.1.1 The term Cost of the Work shall mean costs necessarily incurred by the Construction Manager in the proper performance of the Work. Such costs shall be at rates not higher than the standard paid at the place of the Project except with prior consent of the Owner. The Cost of the Work shall include only the items set forth in Sections 6.1 through 6.7. § 6.1.2 Where any cost is subject to the Owner's prior approval, the Construction Manager shall obtain this approval prior to incurring the cost. Theparties shall endeavor to identify any such costs prior to executing Guaranteed Maximum Price Amendment. § 6.2 Labor Costs § 6.2.1 Wages of construction workers directly employed by the Construction Manager to perform the construction of the Work at the site or, with the Owner's prior approval, at off -site workshops. § 6.2.2 Wages or salaries of the Construction Manager's supervisory and administrative personnel when stationed at the site with the Owner's prior approval. (/fit is intended that the wages orsatories ofcertain personnel stationed at the Construction Manager's ptincipol or other oglces shall be included in the Cost of the IYorF,, identify h1 Section 11.5, the personnel to be included ilhether ,for all or onlvporl oftheir time, and the rates at which their tinfe wilt be chmTed to the Work.) Init. AIA Document A133TM-2009(formerly A121'"Cltc-2003). Copyright 01991, 2003 and 20096yThe American Institute of Architects. All rights reserved. WARNING: This AIA® Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA° 10 Document, or any portion of It, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. i This document was produced by AIA soaware at 14:26:02 on ON-102014 under Omer No.5591010955 1 which expires on 03/24t2015, and is not for resale. User Notes: (1163162952) § 6.2,3 Wages and salaries of the Construction Manager's supervisory or administrative personnel engaged at factories, workshops or on the road, in expediting the production or transportation of materials or equipment required for the Work, but only for that portion of their time required for the Work. § .6.2.4 Costs paid or incurred by the Construction Manager for taxes, insurance, contributions, assessments and :. benefits required by law or collective bargaining agreements and, for personnel not covered by such agreements, customary benefits such as sick leave, medical and health benefits, holidays, vacations and pensions, provided such .costs are based on wages, and salaries included in the Cost of the Work under Sections 6.2.1 through 6.2.3. § 6,2.5 Bonuses profttsha(Zng, incentive compensation and any other discretionary payments paid to anyone hired by the0onstruction.Manzger�or paid to any Subcontractor or vendor, with the Owner's prior approval. r §i6,3SubcontractCosts Payments made by th6Cdnt§"cticn Manager to Subcontractors in accordance with therequirements of the . subcontracts § 6ACosts of Materials and Equipment Incorporated in the Completed Construction § 6.4.1 Costs including'trapsportation and storage, of materials and equipment incorporated or to be incorporated in the completed construction:', § 6A:2 Costs of materials described in the preceding Section 6.4.1 in excess of those actually installed to allow for reasonabl.ewas[e'anid spoilage. Unused excess materials, if any, shall become the Owner's property at the completion of the Work or, at the 0wner.'s option, shall be sold by the Construction Manager. Any amounts realized from such sales Shall be credited to the Owner Salt deduction from the Cost of the Work. § 6.5Costs -of.0ther Materials and Equipment, Temporary Facilities and Related Items § 6.5.1 Costs of transportation, storage, installation, maintenance, dismantling and removal of materials, supplies, temporary facilities, machinery, equipment and hand tools not customarily owned by construction workers that are provided by the Construction Manager at the site and fully consumed in the performance of the Work. Costs of materiala, supplies, temporary facilities, machinery, equipment and tools that are not fully consumed shall be based on .. .. the cost or value ofthe item at the time it is first used on the Project site less the value of the item when it is no longer used at the Project site.. Costs for items» of fully consumed by the Construction Manager shall mean fair-inarket value. § 6.5.2'Rental chatgesfor temporary facilities, machinery, equipment and hand tools not customarily owned by construction workers list are provided bythe Construction Manage- at the site and costs ofhansportation, installation, . minor repairs, dismantling and removal. The total rental cost of any Construction Manager -owned item may not exceed the purchase price of any comparable item. Rates of Construction Manager -owned equipment and quantities of equipment shall be subject to the Owner's prior approval. § 6.5.3 Costs of removal of debris from the site of the Work and its proper and legal disposal. § 6.6.4 Costs of document reproductions, facsimile transmissions and long-distance telephone calls, postage and parcel delivery charges, telephone service at the site and reasonable petty cash expenses of the site office. § 6.5.5 That portion of the reasonable expenses of the Construction Manager's supervisory or administrative personnel incurred while traveling in discharge of duties connected with the Work. § 6.5.6 Costs of materials and equipment suitably stored off the site at a mutually acceptable location, subject to the Owner's prior approval. § 6.6 Miscellaneous Costs § 6.6.1 Premiums for that portion of insurance and bonds required by the Contract Documents that can be directly attributed to this Contract. Self-insurance for either full or partial amounts of the coverages required by the Contact Documents, with the Owner's prior approval. AIA Document A133'" —2009 (formerly A121 i"CMc — 2003). Copyright ©1991. 2003 and 2009 by The American Instilute of Architects. All rights reserved. Ihit. WARNING: This AIAa Document is protected by U.S. Copyright law and International Treaties. Unauthorized reproduction or distribution of this AIAa 11 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. / This document was produced by AIA software at 14:26:02 on 07/10/2914 under Order No.5591010955 1 which expires on 0312412015. and is net for resale. User Notes: (1163152952) § 6.6.2 Sales, use or similar taxes imposed by a governmental authority that are related to the Work and for which the Construction Manager is liable. § 6.6.3 Fees and assessments for the building permit and for other permits, licenses and inspections for which the ..Construction Manager is required by the Cantract Documents to pay. § 64.3, Fees of laboratories for tests required by the Contract Documents, except those related to defective or `nonconforming Work for which reimbursement is excluded by Section 13.5.3 of AIA Document A201-2007 or by -:_::other provisions of thdContract Documents, and which do not fall within the scope of Section 6.7.3. :§ §,6.5 Royaltiey and 61ame fees paid for the use of a particular design, process or product required by the Contract Documents;: the cost ofilcknding suits or claims for infringement ofpatent rights arising from such requirement of the Contract Docunentsiana0ayments made in accordance with legal judgments against the Construction Manager ,resulting fi'om such suits.'.Ar c)taims andpayments of settlements made with the Owner's consent. However, such costs - of legal defenses, jydgmen"d settlements shall not be included in the calculation of the Construction Manager's Fee or subject to the Guarauteel Maximum Price. If such royalties, fees and costs are excluded by the last sentence of Section 3.I7 of AIA Docu"fiiuk 2007 or other provisions of the Contract Documents, then they shall not be moluded]11the'Cosbofthe WR.r1C. § 6.6...6 Cbsts for electr ,-equipment and software, directly related to the Work with the Owner's pri or approval. §: 6:6,7 Dep2pts lost for'. causes other than the Construction Manager's negligence or failure to fulfill a specific resptinsi6ihty m,the: Cdiltract Documents. §,'6.611,egai;.mediatiomand arbitration costs, including attorneys' fees, other than those arising from disputes `betw6e1T`ihe Owner 4'Eonstr. uction Manager, reasonably incurred by the Construction Manager after the execution - ' of this Agreemer t'in the performance of the Work and with the Owner's prior approval, which shall not be -unreasonably withheld. § 6.6.9 SGbjecfto'the Owner's prior approval, expenses incurred in accordance with the Construction Manager's Standardwrittenpersonnel policy for relocation and temporary living allowances of the Construction Manager's peison"nel required for the Work. -§ 6.70ther Costs and Ememenei2sl�; § 6.7.1'Other costs incurred in d eperformance of the Work if, and to the extent, approved in advance in writing by the .. Owner. . § 6 7.2,Costs incurred in takmgpct ca prevent threatened damage, injury or loss in case of an emergency affecting . the safety of persons -and Proper . ,, as provided in Section 10.4 of AIA Document A201-2007. § 6.7.3 Costs of repairing or correcting damaged or nonconforming Work executed by the Construction Manage', Subcontractors or suppliers, provided that such damaged or nonconforming Work was not caused by negligence or failure to fulfill a specific responsibility of the Construction Manage' and only to the extent that the cost of repair or correction is not recovered by the Construction Manager from insurance, sureties, Subcontractors, suppliers, or others. § 6.7.47he costs described in Sections 6.1 through 6.7 shall be included in the Cost of the Work, notwithstanding any provision of AIA Document A201-2007 or other Conditions ofthe Contract which may require the Construction Manager to pay such costs, unless such costs are excluded by the provisions of Section 6.8. § 6.8 Costs Not To Be Reimbursed § 6.8.1 The Cost of the Work shall not include the items listed below: .1 Salaries and other compensation of the Construction Manager's personnel stationed at the Construction Manager's principal office or offices other than the site office, except as specifically provided in _ Section 6.2, or as may be provided in Article I I; .2 Expenses of the Construction Manager's principal office and offices other than the site office; .3 Overhead and general expenses, except as may be expressly included in Sections 6.1 to 6.7; AIA Document A1331" — 2009 (formerly A121'"CMc—2003). Copyright@ 1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. Init. WARNING: This AIA°Document is pro lectef by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA9 12 Document, .,say portion of it. may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. r This document was produced by AIA software at 14:26:02 on 07/10/2014 under Order No.5591010955_i which expires on 03/24/2015, and is not for resale. User Nolas: (110162952) 4 The Construction Manager's capital expenses, including interest on the Construction Manager's capital employed for the Work; - ..5 Except as provided in Section 6.7.3 of this Agreement, costs due to the negligence or failure of the Construction Manager, Subcontractors and suppliers or anyone directly or indirectly employed by any of them or for whose acts any of them maybe liable to fulfill a specific responsibility of the Contract; ..6 Any cost not specifically and expressly described in Sections 6.1 to 6.7; :. .7 Costs, other than costs included in Change Orders approved by the Owner, that would cause the . ... _.... Guaranteed Maximum Price to be exceeded; and .6 Costs for':services incurred during the Preconsu'uction Phase that exceeds $35,000. § .6:0 Discounts, Rebates and Refunds §.fiifll l Cash drakounts obta red on payments made by the Construction Manager shalt accrue to the Omer if (1) C- before malrng the p.a it, the Construction Manager included them in an Application for Payment and received payment, fi our the Qwne i or (2) the Owner has deposited funds with the Construction Manager with which to make ':.:,:.. .. :payment's, otherw0ie; ash discounts shall accrueto the Construction Manager. Trade discounts, rebates, refunds and ounts reserved from Sgl6; of surplus materials and equipment shall accrue to the Owner, and the Construction Managed':shall makey povisiovs so that they can be obtained. § 5 9 2 fiinouuts flat accrue to the Owner in accordance with the provisions of Section 6.9.1 shall be credited to the Owner;as ad ction fi'om the Cost of the Work. § 6.10 Related Party Transactions § 6.10.1'Forpurposes of Section 6.10, the term "related party" shall mean a parent, subsidiary, affiliate or other entity . .having common ownership. or management with the Construction Manager; any entity in which any stockholder in, or . management�.employee ofzthe Construction Manager owns any interest in excess of ten percent in the aggregate; or any:persgnor entitywhiclrfias the right to control the business or affairs of the Construction Manager. The term .. "related` party" includes any member of the immediate family of any person identified above. §'6.10:2If any of the costs to be reimbursed arise from a transaction between the Construction Manager and a related party, the Construction Manager shall notify the Owner of the specific nature of the contemplated transaction, including the identity of the related party and the anticipated cost to be incurred, before any such transaction is consummated or cost incurred. If the Omer, after such notification, authorizes the proposed transaction, then the cost :incurred shall be included as a cost to be reimbursed, and the Construction Manager shall procure the Work, equipment, goods or service fi-om the related party, as a Subcontractor, according to the terns of Sections 2.3.2.1, 2.3.2.2 and 2.3 2.3.'If the Owner fails to authorize the transaction, the Construction Manager shalt procure the Work, equipment, goods or service fi-om some person or entity other than a related party according to the terns of Sections 2.3.2.1; 23.2.2 and 2.3.2.3. § 6.11 Accounting Records The Construction Manager shall keep full and detailed records and accounts related to the cost of the Work and exercise such controls as may be necessary for proper financial management under this Contract and to substantiate all costs incurred. The accounting and control systems shall be satisfactory to the Owner. The Owner and the Owner's auditors shall, during regular business hours and upon reasonable notice, be afforded access to, and shall be permitted to audit and copy, the Construction Manager's records and accounts, including complete documentation supporting accounting entries, books, correspondence, instructions, drawings, receipts, subcontracts, Subcontractor's proposals, purchase orders,, vouchers, memoranda and other data relating to this Contract. The Construction Manager shall preserve these records for a period of three years after final payment, Or for such longer period as may be required by law. ARTICLE 7 PAYMENTS FOR CONSTRUCTION PHASE SERVICES § 7.1 Progress Payments § 7.1.1 Based upon Applications for Payment submitted to the Architect by the Construction Manager and Certificates for Payment issued by the Arch itect, the Owner shall make progress payments on account of the Contract Sun to the Construction Manager as provided below and elsewhere in the Contract Documents. § 7.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, or as follows: AIA Document A133- — 2009 (formerly A121'"CMc—2003). Copyright ®1991. 2003 and 2009 by The American Institute of Architects. All rights reserved. Init. WARNING: This AIA° Document is protected by V.S. Copyright Law and International Treaties. Unaulhorned reproduction or distribution of this AIAa 13 Document, or any portion of it, may result in severe civil and crimineI penalties, and will be prosecuted to the maximum extent possible under the law. I This Document was producad by AIA software at 14:26:02 on 07/10/2014 under Order N0.5591010955_1 which expires on 03/2d/2015, and is trot for resale. User Notes: (1163162952) § 713 Provided that an Application for Payment is received by the Architect not later than the First day of a month, -- the GwneF shall makepayment of the certified amount to the Construction Manager not later than the 15th day of the .. same month. If an Application for Payment is received by the Architect after the application date fixed above, payment shall be made by the Owner not later than Fifteen (15 ) days after the Architect receives the Application for ayment. state or local faws may require payment within a certain period of nma) ith,each Application for Payment, the Construction Manager shall submit payrolls, petty cash accounts, invoices or idvoices with check vouchers attached, and any other evidence required by the Owner or to'Amonstrate that cash disbursements already made by the Construction Manager on account ofthe Cost of equal nor exceed progress payments already received by the Construction Manager, less that portion of those 41tributable to theG.pnstmetion Manager's Fee, plus payrolls for the period covered by the present § 715 $ach A,ppheatiop for laymen[ shall be based on the most recent schedule of values submitted by the Constr-.palion-Matiager:in accordance with the Contract Documents. TI1e schedule of values shalt allocate the entire Chuiranteed_:Iolaximutn Price among the various portions of the Work, except that d1e Construction Manager's Fee shall be shown as a single separate item. The schedule of values shall be prepared in such form and supported by such 0afa to substantiate its aec"uracgas the Architect may require. This schedule, unless objected to by the Architect, shall be used;a9 a:basis for reviewing the Construction Manager's Applications for Payment. 7.1:6 Applications fdrPayment shall show the percentage of completion of each portion of the Work as of the end of the period, covered b the Application for Payment. The percentage of completion shall be the lesser of (1) the ` percentage ofthat portion of the Work which has actually been completed, or (2) the percentage obtained by dividing (51,10 expense that has actually been inewTed by the Construction Manager on account of that portion of the Work for which the Construction Manager has made or intends to make actual payment prior to the next Application for Payment by (b) the share of the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values: § 7,1.7 Subject to other provisionsof.the Contract Documents, the amount of each progress payment shall be computed: as follows: Take that portion of the Guaranteed Maximum Price properly allocable to completed Work as determined by m uitiplying the percentage of completion of each portion of the Work by the share of the Guaranteed MaxliRtiIn Price allocated to that portion of the Work in the schedule of values. Pending .. final detwinination.of cost to the Owner of changes in the Work, amounts not in dispute shall be included as provided-inSection 7.3.9 of AIA Document A201-2007; .2 Add that portion of the Guaranteed Maximum Price properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work, or if approved in .advance by the Owner, suitably stored off the site at a location agreed upon in writing; .3 Add the Construction Manager's Fee, less retainage of Five percent (5.0 %). The Construction Manager's Fee shall be computed upon the Cost of the Work at the rate stated in Section 5.1 or, if the Construction Manager's Fee is stated as a fixed sum in that Section, shall be m1 amount that bears the same ratio to that fixed -sum fee as the Cost of the Work bears to a reasonable estimate of the probable Cost of the Work upon its completion; .4 Subtract retainage of Five percent (5.0 °%) from that portion of the Work that the Construction Manager self -performs; .5 Subtract the aggregate of previous payments made by the Owner; .6 Subtract the shortfall, if any, indicated by the Construction Manager in the documentation required by Section 7.1.4 to substantiate prior Applications for Payment, or resulting from errors subsequently discovered by the Owner's auditors in such documentation; and .7 Subtract amounts, if any, for which the Architect has withheld or nullified a Certificate for Payment as provided in Section 9.5 of AIA Document A201-2007. AIA Document A133'-2009(formerly A121 TMCmc-2003).Copyright®1991, 2003 and 2009 byThe American Institute of Architects. All rightsreserved. ImL. WARNING: This AlAo Document!$protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution ofthis AlA0 14 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:26.02 on 07/10/2014 under Order No.5591010955 1 which expires on 03124/2015. and is not for resale. User Notes: (1163162952) § 7.14 The Owner and Construction Manager shall agree upon (1) a mutually acceptable procedure for review and approval ofpayments to Subcontractors and (2) thepereentage ofretainageheld on Subcontracts, and the Construction Manager shall execute subcontracts in accordance with those agreements. § 7.1;9'Except with the Owner's prior approval, the Construction Manager shall not make advance payments to -... -.._ ...... ,,.,._...suppliers for materials or equipment which have not been delivered and stored at the site. 7.1.10 In taking action on the Construction Manager's Applications for Payment, the Architect shall 6e entitled to •rely on the accuracy and pompleteness of the information furnished by the Construction Manager and shall not be ,deemed to represent that the Architect has made a detailed examination, audit or arithmetic verification of the documentation submitted in accordance with Section 7.1 A or other supporting data; that the Architect has made e haustive orcohtinuous on -site inspections; or that the Architect has made examinations to ascertain how or for what pgrposes the Contraction Manager has used amounts previously paid on account of the Contact. Such examinations, audits an4'vet7Fdcahons.t'frequired bythe Owner, will be performed bythe Owner's auditors acting in the sole interest "oi`the O.vinter. ' 7 2 inw.P.ayment § 7 21 Final paymetu, pgnstuuting the entire unpaid balance of the Contract Sum, shall be made bythe Owner to the Construction Manager wIT ;1 the-Constructio» Manager has fully performed the Contract except for the Construction Manager's responsibility to correct Work as provided in Section 12.2.2 of AIA Document A201-2007, and to satisfy other requirements, if any, which extend beyond final payment; -.2 the Construction. Manager has submitted a final accounting for the Cost of the Work and a final Application foi- payment; and ' .,.3 . a -fin aI Ceriificate for Payment has been issued by the Architect. The Owner's final payment to the Construction Manager shall be made no later than 30 days after the issuance of the Architect's final -Certificate for Payment, or as follows: § 7.2.2 The Owner's auditors will review and report in writing on the Construction Manager's final accounting within 30 days after delivery of the final accounting to the Architect by the Construction Manager. Based upon such Cost of the Work as the Owner's auditors report to be substantiated by the Construction Manager's final accounting, and provided the other conditions of Section 7.2.1 have been met, the Architect will, within seven days after receipt of the written report of the Owner's auditors, either issue to the Owner a final Certificate for Payment with a copy to the 'Construction Manager, or notifythe Construction Manager and Owner in writing of the Architect's reasons for withholding a certificate as provided in Section 9.5.1 of the AIA Document A201-2007. The time periods stated in :this Section supersede those stated in Section 9.4.1 ofthe AIA Document A201-2007. The Architect is not responsible for verifying the accuracy of the Construction Manager's final accounting. § 7.2.31f the Owner's auditors report the Cost of the Work as substantiated by the Construction Manager's final accounting to be less than claimed bythe Construction Manager, the Construction Manager shall be entitled to request mediation of the disputed amount without seeking an initial decision pursuant to Section 15.2 of A201-2007. A request for mediation shall be made by the Construction Manager within 30 days after the Construction Manager's receipt of a copy of the Architect's final Certificate for Payment. Failure to request mediation within this 30-day period shall result in the substantiated amount reported by the Owner's auditors becoming binding on the Construction Manager. Pending a final resolution of the disputed amount, the Owner shall pay the Construction Manager the amount certified in the Architect's final Certificate for Payment. § 7.2.41f, subsequent to final payment and at the Owner's request, the Construction Manager incurs costs described in Section 6.1.1 and not excluded by Section 6.9 to correct defective or nonconforming Work, the Owner shall reimburse the Construction Manage'such costs and the Construction Manager's Fee applicable thereto on the same basis as if such costs had been incurred prior to final payment, but not in excess of the Guaranteed Maximum Price. If the Construction Manager has participated in savings as provided in Section 5.2.1, the amount of such savings shall be recalculated and appropriate credit given to the Owner in determining the net amount to be paid by the Owner to the Construction Manager. AIA Document A133'"-2099(formerly A121a'CMe-2003).Copyright ®1991,2003 and 2009 by The American Insaw@ mrpm Arecrs. was rims g a I eV=... Init. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA's 15 Document, or any portion of It, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. 1 This document was produced by ALA software at 14:26:02 on 07/10/2014 under Order No.5591010955_1 which expires on 0312412015, and Is not for resale. User Notes; (1163162952) ARTICLE 8 INSURANCE AND BONDS For all'phases ofthe Project, the Construction Manager and the Owner shall purchase and maintain insurance, and the Construoiion Manager shall provide bonds asset forth in Article 11 of AIA Document A201-2007. (St rs"ding requirements, ifany, and limits ofliabilityforinsurance required in Article 11 ofALI Document 42217100Z) Type of Insurance or Bond Limit of Liability or Bond Amount($0.00) General Liability $1,000,000 Autq Liability,.,. $1,000,000 Umbrella Liarty $25,000,000 Workers Compensation Statutory Limits Payment andl?gformance Bond Equal to the Guaranteed Maximum Price - § 91 AnyClstm between The Owner and Construction Manager shall be resolved in accordance with the provisions ste�t fortli:vt its Artiple9 slid Article 15 of A201-2007. However, for Claims arising from or relating to the _ 4.unst.Ucti'On Managei'sPrecpt str'uction Phase services, no decision by thelnitial Decision Maker shall be required as a condition preeedent;t0 »ipd ation or binding dispute resolution, and Section 9.3 of this Agreem it shall not apply. § 9r2 For any Claim subject to, but not resolved by mediation pursuant to Section 15.3 of AIA Document A201-2007, the method -of bmdhig dispute resolution shall be as follows: (Creck.hie npy?,v lfolw box. YAW Owner and Construction Manager do not select a method of binding dispute resolution b'elaw,,'ordo not subseguently agree in writing to a binding dispute resolution method other than litigation, Claims"wifl.be resolved by litigation in a court of competerrrjurisdiction.) Arbitration pursuant to Section 15A of AIA Document A201-2007 [ j Litigation in a court of competent jurisdiction _.[ J Other: (Specify) - § 931riiiial Decision'Malter The Architect will serve as the Initial Decision Maker pursuant to Section 15.2 of AIA Document A201-2007 for Claims afishlg from or relating to the Construction Manager's Construction Phase services, unless the parties appoint below another individual, not a party to the Agreement, to serve as the Initial Decision Maker. (!f the partres Irifiivatljr agree, insert the name, address and other contact information of the Initial Decision Maker, if other than the Architect.) , ARTICLE 10 TERMINATION OR SUSPENSION § 10.1 Termination Prior to Establishment of the Guaranteed Maximum Price § 10.1.1 Prior totheexecution of the Guaranteed Maximum Price Amendment, the Owner may terminate this Agreement upon not less than seven days' written notice to the Construction Manager for the Owner's convenience and without cause, and the Construction Manager may terminate this Agreement, upon not less than seven days' written notice to the Owner, for the reasons set forth in Section 14.1.1 of A201-2007. § 10.1.2 In the event of termination of this Agreement pursuant to Section 10.1.1, the Construction Manager shall be equitably compensated for Preconstruction Phase services performed prior to receipt of a notice of termination. In no event shall the Construction Managea's compensation under this Section exceed the compensation set forth in Section 4.1. Init. AIA Document Al 33r"-2009(formerly A121'"CMc-2003). Copyright 401991, 2003 and 2009 byThe American Institute of Architects. All rights reserved. WARNING: This AIAo Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA® 16 Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. / This document was produced byAlA software at 14:26:02 on W11012014 under Order No.55010109551 which expires on 0312412015, and is not for resale. User Notes: (1163162952) _ § 10.1.3.If the Owner terminates the Contract pursuant to Section 10.1.1 after the commencement of the Construction '. Phase but.prior to the execution of the Guaranteed Maximum Price Amendment, the Owner shall pay to die Construction Manager an amount calculated as follows, which amount shall be in addition to any compensation paid to the Construction Manager under Section 10.1.2: .1 Take the Cost of the Work incurred by the Construction Manager to the date of termination; .2 Add the'Construction Manager's Fee computed upon the Cost of the Work to the date of termination at the rate stated in Section 5.1 or, if the Construction Manager's Fee is stated as a fixed sum in that Section, an amount that bears the same ratio to that fixed -sum Fee as the Cost of the Work at thetime of termination bears to a reasonable estimate of the probable Cost of the Work upon its completion; and .3 Subtract the aggregate of previous payments made by the Owner for Construction Phase services. Construction Manager fair compensation, either by purchase or rental at the election of owned by the Construction Manager which the Owner elects to retain and which is not t-of the Work under Section 10.1.3.1. To the extent that the Owner elects to take legal `d purchase orders (including rental agreements), the Construction Manager shall, as a nients referred to in this Article 10, execute and deliver all such papers and take all such patent of such subcontracts and other- contractual rights ofthe Construction Manager, as purpose of fully vesting in the Owner the rights and benefits of the Construction acts or purchase orders. All Subcontracts, purchase orders and rental agreements entered igdl• will contain provisions allowing for assignment to the Owner as described above. If the Owner accepts assignment. of subcontracts, purchase orders or rental agreements as described above, the Owner -. -will reitlrb`urse or indemnify the Construction Manager for all costs arising under the subcontract, purchase order or rental agreement, if those costs would have been reimbursable as Cost of the Wok if the contract had not been terminated. If the Owner chooses not to accept assignment of any subcontract, purchase order or rental agreement that would have -constituted a Costof the Work had this agreement not been terminated, the Construction Manager will terminate the subcontract; purchase order or rental agreement and the Owner will pay the Construction Manager the costs necessarily incurred by the Construction Manager because of such termination. § 10.2T4rmination Subsequent to Establishing Guaranteed Maximum Price Following execution of twGuaranteed Maximum Price Amendment and subject to the provisions of Section 10.2.1 and 10.2.2 below, the Contract may be terminated as provided in Article 14 of AIA Document A201-2007. § 10.2.1. Ifthe Owner terminates the Contract after execution of the Guaranteed Maximum Price Amendment, the amount payable to the Construction Manager pursuant to Sections 14.2 and 14.4 of A201-2007 snail not exceed the amount the Construction Manager' would otherwise have received pursuant to Sections 10.1.2 and 10.13 of this Agreement, § 10.2.2 If the Construction Manage• terminates the Contract after execution of the Guaranteed Maximum Price Amendment, the amount payable to the Construction Manager under Section 14.1.3 of A201-2007 shall not exceed the amount the Construction Manager would otherwise have received under Sections 10.1.2 and 10.13 above,. § 10.3 Suspension The Work maybe suspended by the Owner as provided in Article 14 of AIA Document A201-2007. In such case, the Guaranteed Maximum Price and Contract Time shal I be increased as provided in Section 14.3.2 of AIA Document A201-2007, except that the term "profit" shall be understood to mean the Construction Manager's Fee as described in Sections 5.1 and 5.3.5 of this Agreement. ARTICLE 11 MISCELLANEOUS PROVISIONS § 11.1 Terms in this Agreement shall have the same meaning as those in A201-2007. § 11.2Ownership and Use of Documents Section 1.5 of A201-2007 shall apply to both the ?reconstruction and Construction Phases. § 11.3 Governing Law Section 13.1 of A201-2007 shall apply to both the Pi eonstruction and Construction Phases. Init AI A Document A1337`2009(formerly A121"CMC-2003). Copyright@ 1991, 2003 and 2009 by The American Institute of Architects. All rig hismserved. WARNING: This AlAe Document is protected by U.S. Copyright Law and International Treaties.Unauthorized reproduction or distribution of this AlAe 17 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. ) This document was produced by AIA whware at 14:25:02 on 07110r under Order No.5591010955 1 which expires on 03t242015, and Is not for resale. User Notes: (1163162052) § 11AAssignment The Owner and Construction Manager, respectively, bind themselves, their agents, successors, assigns and legal representatives to this Agreement. Neither the Owner nor the Construction Manager shall assign this Agreement with the written consent of the other, except that the Owner may assign this Agreement to a lender providing fivancingt'ar, the Project if the lender agrees to assume the Owner's rights and obligations under this Agreement. .gxo.V..as provided in Section 13.2.2 ofA201-2007, neither party to the Contract shall assign the Contract as a whole with6ut written consent of the other. If either party attempts to make such an assignment without such consent, that -party shall nevertheless remain legally responsible for all obligations under the Contract. ' § 91.5 Other provisions Whether sfaponed at`dlepioject site or at the Constructions Manager's office, the labor costs for actual hours spent n�orking gh'ttsts proleot'tis"defined in 6.2 for the project manager, project administratar, and/or project aecountanf%ngneer shaft be included in the Cost of Work. i,v 1OF THE AGREEMENT § 121eTf }s'Agt>;emertflepfts is the entire and integrated agreement between the Owner and the Construction Manag:'and supersedes all pti'or negotiations, representations or agreements, either written or oral. This Agreement may beta."m'ended only iby written instrument signed by both Owner and Construction Manager. § 122ihefollpwing documents:comprise the Agreement: :1e AIA Document A133-2009, Standard Form of Agreement Between Owner and Construction Manager al Constructor w here the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximumprice .2 AIA Document A201-2007, General Conditions of the Contract for Construction - .3. AIA.p0cumentE2017m-2007, Digital Data Protocol Exhibit, if completed, or the following: -.- A AIA Document E202TM-2008, Building Information Modeling Protocol Exhibit, if completed, or the following:. (Last other documents, if any, forming part of the Agreement) This Agreement is entered into as of the day and year first writ OWNER(Signature)�'%�y� CONSTRUCTION MANAG R (Signnterre Terri Trotter, Chief of. Operating Office Matt Bodishbaugh Vice President (Printed name and title) (Printed name and tide) Init. AIA Document A133TM-2009(formeerly A121'PYMc-20G3).Copyrighl©1991. 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA` Document is protected b U.5. Copyright Law and International Treaders. Unauthorized reproduction or distfibution of this AIA` 18 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. t This document was produced by AlA software at 14:26:02 on 07110/2014 under Order No.5591010955_7 which expires on 0312412015, and is rot for resale. User Notes: (1163162952) Additions and Deletions Report for AIA Document A 133ne — 2009 This Additions and Deletions Report, as defined on page 1 of the associated document, reproduces below all text the author has added to the standard form AIA document in order to complete it, as well as any text the author may have added to or deleted from the _ original AIA text. Added text is shown underlined. Deleted text Is Indicated with a horizontal line through the original AIA text. Note. This Additions and Deletions Report is provided for information purposes only and Is not incorporated Into or constitute any part of the associated AIA document. This Additions and Deletions Report and its associated document were generated simultaneously by AIA software at 14:26:02 on 07/1012014. PAGE AGREEMENT made as.of the First day of ADril in the year Two Thousand Fourteen Walton Arts Center PO Box 3547 1! Favefteaille,AR72702 CD1 Contractors LLC PO Box 9447 . Fayetteville. AR 72703 Walton ArtsCentei I - 495 W. Dickson Street Favettevil Is, AR 72701 Boora Architects, Inc. 720 S.W. Washington Sheet. Suite 800 Portland -OR 97205 Tend Trotter Chief Ooerating Officei Walton Arts Center PO Box 3547 Fayetteville. AR 72702 ttrotlerktrlwaltonartscen tei-.ore Matt Bodishbaugh Vice President CDI Contractors. LLC PO Box 9447 Fayetteville. AR 72703 Additions and Deletions Report for AIA Document A133Te -2009 (formerly A121 "CM.-2003). Copyright @ 1991, 2003 and 2009 by The American Institute of Amhilecis. Ali rights reserved. WARNING: This Ale Document is proteCtod by D.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AtAe Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:26:02 on 07/10/2014 under Order No.5591010955_l which expires on 03124/2015, and is not Wrestle. User Notes: (1163162952) mbodishbaughCalcdicon.com PAGE PAGE § 3.1.1 The Ownershal l providc,'information with reasonable promptness, regarding requirements for and limitations on the Pfcject, includinga writ$en program which shall set forth the Owner's objectives, constraints, and criteria, including schedule, space requirements and relationships, flexibility and expandability, special equipment, systems, systems sustainability:atitisite requirements. PAGE 8 - - §.4.1:3 if the Preoohstructioil Phase services covered by this Agreement have not been completed within Twelve (12 } months oi'the date of this.Agreellient, through no fault of the Construction Manager, the Construction Manager's comperisatiot for Preconstruction Phase services shall be equitably adjusted. PAGE § 4.2.2 Payments are due and payable upon presentation of the Construction Manager's invoice. Amounts unpaid Thirty (30 ) days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing from time to time at the principal place of business of the Construction Manager. Shall be a lumpsum amount equal to 4 50e/ of the Cost of Work contained in the approved Guaranteed Maximum Price, The Construction Manager's fee on changes in the work shall be 4.50 % of the Cost of Work contained in the change. Additions and Deletions Report for AIA Document A1331F• -2009 (formerly A121 •" Ctic-2003). Copyright 01991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIAo Document is protected by U.S. Copyright law and International Treaties. Unauthorized 2 reproduction or distribution of this AIA® Document, or any portion of it, may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This documentwas produced by A)A software at 14:26:02 on 071102014 under Order No.5591010955 1 which expires on 032412015, and is not for resale. User Notes: (1163162952) cbiftainediin the change. § 5.1A.Rental rates for Construction Manager -owned equipment shall not exceed Costs for selrvices incurred during the Preconstruction 1a-13asePhase that exceeds $35.00 1 of the paid at detl.lhat an Application for Payment is received by the Architect not later than the First day of a month, illmake payment.of the certified mount tothe Construction Manager not later than the 15th dayofthe 'i If au Application1or Payment is received by the Architect after the application date fixed above, I be tirade bytbe:Ownernotlaterthan Fifteen (15-j days after the Architect receives the Application for 0 .. .3 Add the Construction Manager s Fee, less retamage of Five percent (5.0 /e). The Construction Manager's Fee shall be computed upon the Cost of the Work at the rate stated in Section 5.1 or, if the .. Construction Manager's Fee is stated as a fixed sum in that Section, shall be an amount that bears the sameratio to that fixed -sum fee as the Cost of the Work bears to a reasonable estimate of the probable Cost of the Work upon its.completion; A Subtract retainage of Five. percent (5.0 o/a) from that portion of the Work that the Construction Manager self-perforn� PAGE 16. :(3eneral Liability _ �AuTuLiability Umbrella Liability Workers Compensation Payment and Performance Bond $1.000.000 $1.000.000 $25.000.000 Statutory Limits Equal to the Guaranteed Maximum Price [ X I Arbitration pursuant to Section 15.4 of AIA Document A201-2007 PAGE17 § 10.2.2 If the Construction Manager terminates the Contract after execution of the Guaranteed Maximum Rice Amendment, the amount payable to the Construction Manager under Section 14.13 of A201-2007 shal I not exceed the amount the Construction Manager would otherwise have received under Sections 10.1.2 and 10.1.3 abeae, eteept a above PAGE 18 Additions and Deletions Report for AIA Document Al 3310 — 2099 (formerly A121'mChIc—2003). Copyright ®1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA® Document is protected by U.S. Copyright law and International Treaties. Unauthorized 3 reproduction or distribution of this AIAo Document, cr any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced byAIA software at 14:26:02 on 07/10/2014 under Order No.5591 oto955 1 which expires on 0312412015. and is not for resale. User Notes: (1163162952) Matt Bodishbaugh. Vice President Additions and Deletions Report for AIA Document A1331" -2009 tformerly A121'"CMc- 2003). Copyright ®1991, 2003 and 2009 by The American Institute orkehilects. All rights reserved. WARNING: This A10 Document is protected by U.S. Copyright Law and international Treaties. Unauthorized 4 reproduction or distribution of this AIO Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible and or the law. This document was produced by AlA software at 14:25:02 on 071 012014 under Order No.5591010955 1 which expires on 0312412015, and is not for resale. User Notes: (1163162952) ;Certification of Document's Authenticity IA9;:Qocument D401TIl — 2003 I„Miiinda Poston, hereby certify, to the best of my knowledge, information and beliet; that I created the attached final .. 'document simultaneously with its associated Additions and Deletions Report and this certification at 14:26:02 on 071.10/2014 under Order.No. 5591010955 1 from AIA Contract Documents software and that in preparing the ;attached final -document I made no changes to the original text of AIA® Document A1337m — 2009, Standard Form of ,eLgreemeotBetween Owner and Construction Manager as Constructor where the basis of payment is the Cost of the W&k Plus Fee with 4 Guaranteed Maximum Price, as published by the AIA in its software other than those .. .i:additions and:deletions shown in the associated Additions and Deletions Report. AIA Document D401 eA — 2003. Copyright 01992 and 2003 by The American Institute of Architects. All rights reserved. WARNING: This AIAo Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction DrdistribuUon ofth is AlAe Document, or any portion of it, may .� result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:26:02 on 07/10/2014 under Order 1,10.55910109551 which expires on 03/2412015. and Is not for resale. (1163162952) User Notes: eEeF XKKAIADocument G701tN - 2001 Change Order PROJECT (Name and address): CHANGE ORDER NUMBER: 001 OWNER: Walton Arts Center DATE: February 3, 2015 ARCHITECT: 495 W. Dickson Street Fayetteville, AR72701 CONTRACTOR: TO CONTRACTOR(Name and address): ARCHITECT'S PROJECT NUMBER: FIELD:❑ CDI Contractors, LLC CONTRACT DATE: April 1, 2014 OTHER ❑ PO Box 9447 CONTRACT FOR: General Construction Fayetteville, AR 72703 THE CONTRACT IS CHANGED AS FOLLOWS: - (Tnclade, where applicable, any undisputed amount attributable m previously executed Coiurruclion Change Directives) Incorporate Guaranteed Maximum Price (GMP) Proposal Letter (attached) dated January 28, 2015, including all attachments, scope reductions, scope changes, allowances and war reduction allowances - The original Contract Sum was $ 35,000-00 The net change by previously authorized Change Orders $ 0-00 The Contract Star prior to this Change Order was $ 35,000.00 The Contract Sum will be increased by this Change Order in the amount of $ 15,951,439.00. The new Contract Sum including this Changc Order will be S 15,986,439.00 The Contract Time will be increased by Zero (0) days. The date of Substantial Completion as of the date ofthis Change Order therefore is November 1, 2016. NOTE: This Change Order does not include changes in the Contract Sum, Contract Time or Guaranteed Maximum Price which have been authorized by Construction Change Directive until the cost and time have been agreed upon by both the Owner and - Contractor, in which case a Change Order is executed to supersede the Construction Change Directive. NOT VALID UNTIL SIGNED BY THE ARCHITECT, CONTRACTOR AND OWNER Boors Architects, Inc. CDI Contractors, LLC ARCHITECT (Firm Nome) CONTRACTOR(Finnuabu) 720 SW Washington Street, Suite 800 Portland, OR 97205 , ESS �n BY (Signature) ) Michael Tingley (Typed none) 02-03.1.5 ZYIL PO Bc 47 FayetAvilll, AR 727 ADD S /AXO BY (Signature) Matt Bodishbaugh (Typed none) DATE MA Document GMI- -2001. Copyrights) 1079. 1987, 2000 and 2001 by The American Institute of Architects. All rights reserved. WARNING: This Ate Document Is protected by U,S. Copyright raw and International Treaties. Unauthorized reproduction or distribution ofthis AIA° Document, or any portion of 0, may result in severe civil and cdminai penalties, and will be prosecuted to the maximum extentpossibie under the law. This document c produced by AIA software at 09:21:35 on 02103(2015 under Order No.5591010955_I which expires on 0312412015, and is not for resale, User Notes: (1747677512) CDI CONTRACTORS, LLC • P.O- Box 9447 • FAYETTEVILLE, AR 72703 • 479-695-1020 • (fax) 479-695-1025 January 28, 2015 Mr. Tim Vogt via email (lvoctta7waltonartscenter org) Vice President, Finance Walton Arts Center 495 W. Dickson St. Fayetteville, AR 72701 - Project: Walton Arts Center. Renovation & Expansion - Subject: Final Guaranteed Maximum Price (GMP) Proposal Dear Mr. Vogt: CDI Contractors, LLC is pleased to submitour GUARANTEED MAXIMUM PRICE (GMP) PROPOSAL forthe Walton Arts Center as follows: Current Contract Value (Pre -Construction Services): Renovation & Expansion GMP (excludes alternates): Accepted Bid Alternates: Add sliding glass door in Garden Room Upgrade Starr Theater telescopic seating to Seda $ $ $ $ 35,000.00 16,295,989.00 7,750.00 25 927.00 GMP Bid Day Subtotal $ 16,364,666.00 Post Bid Value Engineering & Scope Adjustments: Change bathroom partitions/tables to baked enamel steel $ 37.082.00 Omit Lobby event portable lighting fixtures $ -5,247.00 Reduce Lobby chandelier size $ -9,444.00 Omit site concrete forth liner $ -11,543.00 ALLOWANCE: reduce landscape scope by 10% $ -9,969.00 Change Tuffline doors to Heavywail doors in curemwali $ -86,526-00 ALLOWANCE: reduce door hardware specifications $ -24,000.00 Add window to McBride Studio $ 9,731-00 Refinish McBride Studio walls $ 19,351.00 Replace McBride light fixtures with relocated lobby light fixtures $ 9,013.00 Replace McBride acoustic ceiling tile $ 8,873.00 Replace McBride Floor covering $ 6,600.00 Upgrade McBride Air Handling Unit and temperature controls $ 9,024.00 Omit epoxy flooring in mechanical room $ -17,157.00 ALLOWANCE: develop alternate light fixture schedule $ ,212,142.00 Utilize aluminum electrical feeders $ -9,932.00 Eliminate requirement for NETA testing $ -20,987.00 Omit requirement for duct cleaning $ -20,620.00 ALLOWANCE: add provision for early/temp cooling to NUB $ 36,727.00 Change door closers from LCN to Hager $ -3,125.00 Utilize alternate fluid applied air banter over brick and block $ -7,136.00 Omit requirement for remote building control training courses $ -5,247.00 Add additional structural catwalk to BWH $ 26,024.00 Omit free standing service counter in Stan Theater lobby $ -23,413.00 Replace AN scope With$436,000 allowance for new AN scope $ 0.00 PROPOSED CONTRACTUAL GMP $ 15,986,439 WAC: Renovation & Expansion Guaranteed Maximum Pnce Proposal Page 2 This proposal includes all labor, materials, equipment, general conditions, insurance, subcontractor and bond costs required to complete the work depicted in the Walton Arts Center: Expansion & Renovation "Construction Documents' as issued by Boom Architects dated September 26, 2014, which was supplemented by Addendum No. 01 dated November 14, 2014, Addendum No. 02 dated November 22, 2014, Addendum No. 03 dated December 5, 2014, and the post bid value engineering and scope adjustments developed by the project team as itemized above. This proposal is subject to the terms and conditions as defined in our contractual agreement dated April 1, 2014. Please refer to the following attachments for further detail of this proposal: • Attachment"A" — Schedule of Values (base bid only) • Attachment"B"— Schedule of Alternates. • Attachment "C" — Project Schedule. • Attachment "D" — Contract Document Listing SCHEDULE This proposal is based on a 16 month project schedule, with substantial completion for the entire project proposed for November 1, 2016. Attachment E is provided to further clarify the timeline and phasing. CLARIFICATIONS The following are important clarifications to the Guaranteed Maximum Price Proposal: Construction Documents • Proposal based on the contract documents prepared by Boom Architects dated September 26, 2014 • Addendum No. 01 dated November 14, 2014 • Addendum No. 02 dated November 22, 2014 • Addendum No. 03 dated December 5, 2014 General 1. EXCLUDES all ArchitectlEngineer fees and Commissioning Agent fees. 2. INCLUDES Material Inspection and Testing costs. 3. EXCLUDES Special Inspections, the special inspection requirements are referenced on sheet S100. Special Inspections must be a e party to the Contractor or the Architect; therefore must be Owner furnished. 4. INCLUDES building permit fees. 5. EXCLUDES utility service provider meters and utility impact fees. No known fees are required as no utility services are being added or increased. 6. EXCLUDES any loose Furniture, Fixtures & Equipment. 7. EXCLUDES any Owner moving costs. 8. EXCLUDESAII Risk insurance for the entire facility. CDI's All Risk insurance is limited tothe scope and value of the contracted improvements. 9. EXCLUDES any public relations media, including renderings, graphics or animations. 10. EXCLUDES donor signage. 11. EXCLUDES removal of the mural at the Pace Balcony, however protection in place is included. 12. EXCLUDES the following Owner Furnished and / or Owner Installed Equipment and Systems: o Data & Communications Systems o Wireless Access Devices o Access Control Systems o Loose Kitchen equipment, reference sheet Kt ALLOWANCES The following allowances ARE included in the proposal and include all labor and material (without CDI markup or bond premium) to provide the following: • Rock Excavation: $ 3,375 • Undercut and Replace Unsuitable Soils: $ 5,375 • Revise landscape design to generate savings ($ 9,500) • Revise door hardware specifications to generate savings ($ 22,857) • Revise light fixture schedule to generate savings ($ 202,165) • Provide early cooling/heating to NLB $ 35,000 • AiV allowance $ 436,260 • Fire Ala" $ 30,202 WAC: Renovation & Expansion Guaranteed Maximum Price Proposal Page 3 UNIT PRICES This proposal includes the following unit prices. For revisions to the scope of the project andlor revisions to the contract documents, the contract shall be adjusted according to the unit prices below: • Trench Rock Excavation & Backfiill: $ 225.00 / CYD • Undercut and Replacement of Unsuitable Subgrade Materials: $ 25.00 / CYD TRENCHING SAFETY SYSTEMS: Ark. Code Ann. 22-9-212 requires the contractor to indicate the cost of Trenching Safety Systems. The following Trenching Safety Systems cost is included in the proposal: $ 1,000.00 We appreciate the collaborative efforts from all project stakeholders to develop this scope of work and pricing and our team is eagerly anticipating the construction phase. In order to prevent competitive bids from expiring, we need to execute a change order incorporating the scope and costs described in this letter as soon as possible but not later than Tuesday, February 3, 2015. Please contact me if this generates any questions. Sincerely, CDI CONTRACTORS, LLC JOHN TEETER Project Manager cc: Peter Lane, David Swain (WAC) Michael Tingley, Stephen Weeks, Abe Cambier (Boora) Craig Curzon (PSW) Matt Bodishbaugh, Andy Blush (CDI) Attachments: A— Schedule of Values U —Alternates Listing C — Project Schedule D — Contract Document Listing CDWALTON ARTS CENTER: EXPANSION & RENOVATION FAYETTEVILLE, ARKANSAS cmcaxmenaxs.uc SCHEDULE OF VALUES GMP EST. GNP SCHEDULE OF VALUES NOTES GENERAL REQUIREMENTS $ 1,358,495 BUILDING SHELL & INTERIORS 02 DEMOLITION $ 374,868 03 CONCRETE $ 827,225 04 MASONRY ' $ 96•sm 05 STRUCTURAL STEEL, JOIST, DECK $ 1,500,525 05 MISCELLANEOUS METAL $147,116 06 ROUGH CARPENTRY $ 395,237 06 MILLWORK $ 464.184 06 LOBBY COUNTERS & SOLID SURFACE $176,299 07 WATERPROOFING" $66.706 07 SPRAY FIREPROOFING $ 86,340 07 EXTERIOR METAL WALL PANELS $ 437.428 07 ROOFING & SHEETMETAL $ 366,000 08 DOORS, FRAMES & HARDWARE $ 228.450 08 GLASS & GLAZING $ 618,158 09 DRYWALL&ACOUSTICAL CEILINGS $864,200 09 CUSTOM LOBBY CEILING $ 250.800 09 CERAMIC &QUARRY TILE $ 110,331 09 RESILIENT FLOORING & CARPET S 182,553 09 WOOD FLOORING $ 38,150 09 PAINTING & WALCOVERING $196.191 10 MISCELLANEOUS SPECIALTIES $ 144,349 11 FOOD SERVICE EQUIPMENT $34,240 12 ROLLER SHADES S B0,769 14 VERTICAL TRANSPORTATION $ 84,053 21 FIRE SUPPRESSION $153,624 22 PLUMBING $ 459.000 23 MECHANICAL $ 1.228,375 26 ELECTRICAL $ 947•681 26 LIGHTING & LIGHTING CONTROLS $ 1,113.118 26 CUSTOM LOBBY CHANDLIER $ 86,045 31 SITEWORK&UTILITIES $654.645 32 SITE CONCRETE & PAVING $ 314,401 32 LANDSCAPE $ 102,437 BUILDING SHELL & INTERIORS TOTAL $12,829,851 THEATRICAL & AUDIO VISUAL 09 STAGE WOOD FLOORING $ 75500 11 THEATRICAL EQUIPMENT $ 421,110 12 FIXED AUDITORIUM SEATING S 25,500 12 RETRACTABLE SEATING ALLOWANCE $ 234,038 ALLOWANCE, CLARIFICATIONS REQUIRED 27 AUDIO VISUAL SYSTEMS & EQUIPMENT $ 436.260 THEATRICAL & AUDIO VISUAL TOTAL $ 1,192,408 SUBTOTAL $15,380,754 ALLOWANCES, TESTING & INSPECTIONS $ 63,750 PAYMENT & PERFORMANCE BOND $ 85,991 INSURANCE AND PERMITTING $67,466 EXCLUDES OCP POLICY CM FEE 4.50% $698,038 TOTALGMP $16,295,989 EXCLUDES ALTERNATES PRECONSTRUCTION SERVICES $ 35,000 TOTAL CONTRACT $1G,330,989 EVNOi H' IRWO15 ®WALTON ARTS CENTER: EXPANSION & RENOVATION ' FAYETTEVILLE, ARKANSAS coaaxn.nasssu SCHEDULE OF ALTERNATES ALTERNATES, NOT INCLUDED IN GMP TOTAL All prices indduce fed and bond. Comments Accepted / Rejected 01 Sliding glass door at Garden Room $ 7,750 ADD 02 Renovate McBride Studio $145,627 ADD 03Replace Handrails in Baum Walker Hall $46,718 ADD 04 Delete Exterior Window at Stan Theater $14,002 ADD 05 Delete all Audio Visual Work ($ 458,008) DEDUCT 07 Baum Walker Hall Lighting Controls 07 A. Replace existing House lighting controls $ 43,280 ADD 07 8. Integrate existing work lighting controls into new House lighting controls $10.722 ADD 03 Custom Image at Solid Surface Counter $ 7,874 ADD Stipulated AAowams ALTERNATE 6 RETRACTABLE SEATING IN STARRTHEATER" -Be. DMP lnebdesa retactable saaEn,woeande or5215,T45,iui prices inusea eand band Bid Value Change to GMP 06A Audience Seating $ 259.373 $13.668 s'sol System 06.6 Jent Seating $300,434 $54.724 speofied system 06.0 Seta Seeing Limited $ 271,632 $25,927 specified System 06.0 Telescopic Seating $ 246,625 $880 Not spedfied system, requires S.S. review O6.F Hussey $245,745 $0 Not specified system, requires 5.5. review Attwnares IM0. Faye f &r AaaNment'9' CD1 CONTRACTORS, LLC Walton Arts -Expansion & Renov. Walton A%M co- PperM-S Renewed- Stand Ii-s-l4.mpp ID O Task Name D Van Slad FFb11 Pretlacaemm 015 fi 01 p 9 O N 0 J F M A 8 O N J M A M J_I JJ.QJ,yl 011)',LO -sl1 } wNC Ranovatlanl Expansion: lit doye Fit W26114 Fit VIM Bltl OPwtnaatt Complete 00, rn g126116 Fd 92a14 Woordnallon M.111ngb¢MB¢nWaltonro.a MBCDI, to darilydalas �etatetl to OpenlGloae B'booked'snwv0. Oden Mon Dl2Dl14 MOn0,12 42F3+2de n 2 3 4 WMlonaulhodsas sla/IOI Bid Pm®55 .............. .....__. 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TM3115:TFSN00 tleye - 144 Tandem, Wells &Protection to].late STARR Theater mn5lmellen hem exacenl A,.a4M, }icn➢&15 Tbu71911614355 r 145 Frolec0on of ensiles adjacent med(Paly a Plywmd) 3 does..,_ Mon VVIS Wetl TIVIl 4333 N f48 Came earnor mm Failed, Iml a (Own C003)Sll & BnhG tlanaelvgedlmlviceWdays S. 3tle1TNIS Tue TI14llS1i9F92dRm Clogs aul ao Interior oomP nNe o1 STARR Theater Ought _6n1T111115 Tuv7/I4l1SId6F&3dl 147 148 SeM[Ilve Demo olp drone f5w TA Exl tlatll II WCWm 10days Wad VIVI5 SM7/25115147 r 150 CleednB/Grnbull - - IOd yd' MTWdF115-ng Tuv eadilil4l days r6TARR The I E parelen 4tlep Monitoring Th. 016115149F62days _ Esleblkh mf STAR Theater Blrv[turo of STARRTM1 Ivr Expansion 91 days FIOp115 Monl119tl5 152 let Fe .. 24 Fri OCAS Thu 8N16' 163 in Layout days ]days: Fri BWIS Set 8ligiS150 h r 1 9 Fall heranpreTinh P rip IInB IInM ogles co 8 � F ll g -- 124ya, Mon W1N15 Sat 9W1/15152 - r i led C 18I WIR b F_allg (6201I354) Indeed F0 Will Too Bill 154F&2 days 156 _..._ _ _ is days Fit =1115 Tar 911115154FS4 days its __YurumalcleRughl Elevator PI En Beata Pa., Redulaux. napeG Pau, 12day; Fd Basin Thu 0I3115154FS2 (ay6 r 158 Slabon•Orah, 9tlaya 3a18129115 no 910115 159 _ RscesseU SMtroo-Bratlo (Form Ril _R ugRl Inspec4 Pour)_ 7dare Soubs1t5 Sat 913116158P$3 day too 6labemGrade or remssetl (F R W R nn In Instruct, Pour) Tdys Tue Both Tug elB/151San 5days ' 17 IBi swat erecnonedamn(Dome oaian0 fingumbe as ninmeemytok IUMurI connection)30 days SHIBW2116 FAI(I6115150085tly SIb -0a1,1A I to name S1gAMldcSdP h Sde Sc1011T115 FIOWH162 163 Sb O k9R f Sd ys Fri 10123115 Wd10120RSI6FS, Ga_y 164 _ Steel C1 alM system- stool rarectlabOollowing root slabs ) Wearer TMOOMO116 M ir"Au 5163 _ ! 105 Exerriant, ofSTARR Theater Expreal 56days Thu10RS118- Fri VVII f88 _ _ Indoor Thu 1N2W15 18T Exl ar Im011 ufIM1 CMU(Fully assured) BtlyH. 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SallWH5 )days 8s11112BH5 Setl=5188FS*dffm r =11 2a8 _ Impe011e0 2tln� FNIRMY15 9a112151152WF9Qdrya 211 210 SM1aelmck oultil 2da Mon IW5 Wed 1211BH6206 ]tlday We012/9I16 � r 212 — CoaVate 06-1) Seated Donp e1 Ic5-11 .. Dol2/1N)5309 1 day Thu 1"AS ihu 12/ty115310 1 ( I 213 ewalrk ptollran n48TPRR Thcaler Perimeter SiffWait..A 22didne., MvF6411110 TMap 213 AMlDOrap STAR0. Thcaler far upwmin9ocening Abu to re, STWRR 5016 SF 22days, Fd411118 MMSO162F6aa13tlays i 214 STAR STARR iheamrOPEN6 Odeye 6 MDn5R116218 ♦5 21fi wenen PK EndolIDnlerPmpraming in BWH(6n Lib) parka Odeys Fri 611W1B Fit BHOit83F8+404days 6110 216 2016 Summm 00.5 .... n (June 111h, through Nov l) 65day.Mo. 6113116Mo. 9112fl6- 29 216 Nastier. Mea9 (isolate Lobby tntodor W kl0m ml W dletl spdG sI _ ISOkM shut-off W I Interim ica wamennearpromme, Plumbing. 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T 01&16 Rd 0A216300F8adays I ' _ g5 Ety C- boor vnlbn h adf min0_(Co n j - 2tlays ThU 9I11116 Fd 6l19163o5FS2 days NalalSo I mo 30] _ MEP R u9h11ingFupends Sdy Framers: Th day to J08 _ .._._ _ MY%305FS1 She& kQC Calling FralNng avmllevd 4date Wed 811WIS Mon 822116:304FS2 tlay, 300 Fla11 FIIh Wtlayr Ma 5116116 Ftl 812fil --- Flovr Fll - _ _ --- � -- TtlaYa TM1 812a118 Fd gl&E18H60SFS2 days - 310 311 _ Install IH ok re all Crnces' n"ulpmem 10 days Mo. 8129116 per 9191I 631OFS5 days 312 Opens I HMw - _.. ...__ _.. 2tlays Fri SWl6-Mon 9112136S11FS-1day I 313 WEST Podlon of Lobby 38 it,, Fn 311116 Fled W416: 314 sox OMm 38 My, Ftl 2MM6 My Sltlltfi! 915 OverlleaE MEP RdupRin - -- - --19tleys fd iM%I6-Fli>ItSI16�R61 _-_-� ' • ' ! Task Pmlodt Summary ® ® Inactive Summery ................:. Manualsidide ry ♦ Eat ... 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EXIIIBIT "D" WALTON ARTS CENTER RENOVATION AND EXPANSION FAYETTEVILLE,AR List of Contract Documents Number: Description: Date: Plans: INDEX OF DRAWINGS VOLUME 1 OF 2 COVER SHEET - VOLUME 1 09/26/2014 A000 G001 SHEET INDEX 09/26/2014 G101 CODE ANALYSIS PLAN -MAIN LEVEL 09/26/2014 COD ANALYSIS PLAN- MEZZANINE & BALCONY 09/26/2014 G102 09/26/2014 V-101 TOPOGRPHIC SURVEY 09/26/2014 C-001 COVERSHEET C-002 PROJECT CONTROL SHEET 09/26/2014 C-003 DEMOLITION PLAN 09/26/2014 C-101 PARKING ANALYSIS 09/26/2014 C-102 SITE PLAN 09/26/2014 C-103 GRADING PLAN 09/26/2014 C-104 UTILITY PLAN 09/26/2014 C-105 EROSION CONTROL PHASE 1 - 09/26/2014 C-106 TRAFFIC CONTROL SHEET 09/2612014 C-501 STANDARD DETAILS 09/2612014 C-502 STANDARD DETAILS 0912612014 C-503 EROSION CONTROL DETAILS 09/26/2014 09/26/2014 L-000 SHEETKEY 09/26/2014 L-100 SITE PLAN -NORTH L-101 SITE PLAN -SOUTH 09126/2014 L-200 SITE LAYOUT PLAN - NORTH 09126/2014 L-201 SITE LAYOUT PLAN - SOUTH 0912612014 L-300 GRADING PLAN -NORTH 09/26/2014 L-301 GRADING PLAN -SOUTH 09/26/2014 L-400 SITEWORK DETAILS 09/26/2014 L-401 SITEWORK DETAILS 0912612014 L-402 SITEWORK DETAILS 09/2612014 L-403 SITEWORK DETAILS 09/26/2014 L-500 PLANTING PLAN 09/26/2014 L-600 IRRIGATION PLAN G9126/2014 L-700 TREE PRESERVATION PLAN 09/26/2014 S100 GENERAL NOTES AND SCHEDULES 09/26/2014 S101 FOUNDATION PLAN 09/26/2014 S102 SECOND FLOOR FRAMING PLAN 09/26/2014 $103 ROOF FRAMING PLAN 09/26/2014 S104 RIGGING BEAM LAYOUT 09/26/2014 S121A FOUNDATION PLAN - SECTOR A 09126/2014 S121B FOUNDATION PLAN - SECTOR B 09/26/2014 S122A SECOND FLOOR FRAMING PLAN - SECTOR A 09/26/2014 Page 1 of 7 EXFIIBIT "D" WALTON ARTS CENTER RENOVATION AND EXPANSION FAYETTEVILLE, AR List of Contract Documents Number: Description: Date: S122B SECOND FLOOR FRAMING PLAN -SECTOR B 09/26/2014 A123A ROOF FRAMING PLAN -SECTOR A 09/26/2014 S123B ROOF FRAMING PLAN. -SECTOR B 09/2612014 8201 FOUNDATION DETAILS 09/26/2014 S202 FOUNDATION DETAILS 09/26/2014 S203 FOUNDATION DETAILS 09/26/2014 S401 FRAMING DETAILS 09/26/2014 S402 FRAMING DETAILS 09/26/2014 S403 FRAMING DETAILS 09/26/2014 S404 FRAMING DETAILS 09/26/2014 S405 FRAMING DETAILS 09/26/2014 S406 FRAMING DETAILS 09/26/2014 S407 FRAMING DETAILS 09/26/2014 S501 TRUSS TR-2 STRENGTHENING 09/2612014 S601 BRACE ELEVATIONS 09/26/2014 8602 BRACE ELEVATIONS 09/2612014 S603 BRACE DETAILS 09/2612014 A001 ARCHITECTURAL ABBREVIATIONS, SYMBOLS & NOTES 09/2612014 A002 EXTERIOR WAWROOF/FLOOR ASSEMBLIES 09/26/2014 A003 INTERIOR WALL ASSEMBLIES 09/26/2014 A004 WALL ASSEMBLY DETAILS/CEILING ASSEMBLIES 09/26/2014 A010 FIRST FLOOR DEMOLITION PLAN 09/26/2014 A011 SECOND FLOOR DEMOLITION PLAN 09/26/2014 A012 ROOF DEMOLITION PLAN 09/26/2014 A013 ENLARGED DEMOLFFION PLANS 09/26/2014 A014 ENLARGED DEMOLITION PLANS 09/26/2014 A020 DEMOLITION ELEVATIONS 09/2612014 A050A FIRST FLOOR EDGE OF SLAB PLAN - SECTOR A 09/26/2014 A050B FIRST FLOOR SLAB PLAN -SECTOR 0 09/26/2014 A051A SECOND FLOOR EDGE OF SLAB PLAN - SECTOR A 09/26/2014 A061B SECOND FLOOR EDGE OF SLAB PLAN -SECTOR B 09/26/2014 A101 FIRST FLOOR PLAN 09/26/2014 A102 SECOND FLOOR PLAN 09126/2014 A106 FOOR PLAN 0912612014 A121A FIRST FLOOR PLAN SECTOR A 09126/2014 A121 B FIRST FLOOR PLAN SECTOR B 09/2612014 A122A SECOND FLOOR PLAN SECTOR A 09126/2014 A122B SECOND FLOOR PLAN SECTOR B 09126/2014 A131A FIRST FLOOR FINISH PLAN SECTOR A 09/26/2014 A131 B FIRST FLOOR FINISH PLSN SECTOR B 09126/2014 A132A SECOND FLOOR FINISH PLAN SECTOR A 09/2612014 A132B SECOND FLOOR FINISH PLAN SECTOR S 09/26/2014 A141A FIRST FLOOR FURNITURE PLAN SECTOR A 09/2612014 A141 B FIRST FLOOR FURNITURE PLAN SECTOR B 0912612014 Page 2 of 7 EXHIBIT "D" WALTON ARTS CENTER RENOVATION AND EXPANSION FAYETTEVILLE, AR List of Contract Documents Number: Description: Date: A142A SECOND FLOOR FURNITURE PLAN SECTOR A 09/26/2014 A142B SECOND FLOOR FURNITURE PLAN SECTOR B 09/26/2014 A151A FIRST FLOOR REFLECTED CEILING PLAN SECTOR A 09/2612014 A151B FIRST FLOOR REFLECTED CEILING PLAN SECTOR B 09/26/2014 A152A SECOND FLOOR REFLECTED CEILING PLAN SECTOR A 09/26/2014 A152B SECOND FLOOR REFLECTED CEILING PLAN SECTOR B 09/26/2014 A155 BWH RIGGING RCP & SECTION 09/26/2014 A201 EXTERIOR ELEVATIONS 09/2612014 A202 EXTERIOR ELEVATIONS 09/2612014 A203 EXTERIOR ELEVATIONS 09/26/2014 A251 FIRST FLOOR INTERIOR ELEVATIONS -SECTOR A 09/26/2014 A252 FIRST FLOOR INTERIOR ELEVATIONS- SECTOR A 09/26/2014 A253 FIRST FLOOR INTERIOR ELEVATIONS -SECTOR A 09/26/2014 A264 FIRST FLOOR INTERIOR ELEVATIONS -SECTOR B 09/26/2014 A266 FIRST FLOOR INTERIOR ELEVATIONS -SECTOR B 09/26/2014 A301 BUILDING SECTIONS 09/26/2014 A302 BUILDING SECTIONS 09/26/2014 A303 BUILDING SECTIONS 09/26/2014 A351 WALL SECTIONS 09/26/2014 A352 WALL SECTIONS 09/2612014 A353 WALLSECTIONS 09/26/2014 A354 WALL SECTIONS (INTERIOR) 09/26/2014 A355 WALL SECTIONS (INTERIOR) 09/2612014 A401 ENLARGED PLANS 09/26/2014 A402 ENLARGED PLANS 09/2612014 A403 ENLARGED PLANS 0912612014 A411 ENLARGED STAIR -STAIR #1 09/26/2014 A412 ENLARGED STAIR -STAIR #3 09/26/2014 A413 ENLARGED STAIR-STAIR#4 09/26/2014 A414 ENLARGED STAIRS AND SHIPLADDERS 09/26/2014 A451 ENLARGED TOILET ROOM PLANS 09/26/2014 A452 ENLARGED TOILET ROOM PLANS 09/26/2014 A511 EXTERIOR WALL DETAILS 09126/2014 A512 EXTERIOR WALL DETAILS 09/26/2014 A513 EXTERIOR WALL DETAILS - NEW/EXISTING 09126/2014 A514 EXTERIOR WALL DETAILS -NEW/EXISITING-FP-2 09/26/2014 A515 VESTIBULE DETAILS 0912612014 A516 EXTERIOR RAIL ELEVATIONS & DETAILS 09/26/2014 A517 EXTERIOR RAIL ELEVATIONS & DETAILS 09/26/2014 A531 WINDOW DETAILS 09/26/2014 A541 ROOF DETAILS 09/26/2014 A542 ROOF DETAILS 09/26/2014 A543 ROOF DETAILS 09/262014 A561 DOOR & RELITE DETAILS 09/26/2014 Page 3 of 7 EXHIBIT "D" WALTON ARTS CENTER RENOVATION AND EXPANSION FAYETTEVILLE, AR List of Contract Documents Number: Description: Date: A571 CEILING DETAILS 09/26/2014 A581 WALL AND FLOOR FINISHES 09/26/2014 A591 SERVICE COUNTER DETAILS 09/26/2014 A592 CASEWORK AND OTHER DETAILS 09/26/2014 A601 DOORSCHEDULE 09/26/2014 A611 WINDOW SCHEDULE 09/26/2014 A612 WINDOW & LOUVER SCHEDULE 09/26/2014 A651 INTERIOR DOOR & RELITE SCHEDULE 0912612014 A661 ROOM FINISH SCHEDULE 09126/2014 A801 INTERIOR DETAILS 0912612014 A802 INTERIOR DETAILS 09/26/2014 A803 INTERIOR DETAILS 09/26/2014 A804 LOBBYCHANDELIER 09/26/2014 A805 LOBBY WOOD CEILING 09126/2014 A806 INTERIOR DETAILS 09/26/2014 A807 RAMP, STAIR AND HANDRAIL DETAILS 09126/2014 VOLUME 2 OF 2 A 000 COVER SHEET - VOLUME 2 09/26/2014 S406 FRAMING DETAILS 0912612014 FP000 FIRE PROTECTION NOTES AND SYMBOLS 09/26/2014 FP011B SECOND FLOOR FIRE PROTECTION DEMOLITION PLAN 09126/2014 SECTOR B FP121A FIRST FLOOR FIRE PROTECTION PLAN SECTOR A 09126/2014 FP121B FIRST FLOOR FIRE PROTECTION PLAN SECTOR B 09/2612014 FP122A SECOND FLOOR FIRE PROTECTION PLAN SECTOR A 09/26/2014 FP122B SECOND FLOOR FIRE PROTECTION PLAN SECTOR B 09/2612014 FP501 FIRE PROTECTION DETAILS 09/26/2014 P000 PLUMBING SYMBOLS LEGEND 09/2612014 Polo FIRST FLOOR PLUMBIN DEMOLITION PLAN 09/26/2014 P011 SECOND FLOOR DEMOLITION PLAN 09/26/2014 P121A FIRST FLOOR WASTE AND VENT PLAN SECTOR A 09126/2014 P121 B FIRST FLOOR WASTE AND VENT PLAN SECTOR B 09/26/2014 P122A SECOND FLOOR WASTE AND VENT PLAN SECTOR 09126/2014 P122B SECOND FLOOR WASTE AND VENT PLAN SECTOR B 09/26/2014 P131A FIRST FLOOR WATER AND GAS PLAN SECTOR A 09/2612014 P131 B FIRST FLOOR WATER AND GAS PLAN SECTOR B 09/26/2014 P132A SECOND FLOOR WATER AND GAS PLAN SECTOR A 09/26/2014 P132B SECOND FLOOR WATER AND GAS PLAN SECTOR B 09/26/2014 P201 ENLARGED PLUMBING PLANS 09/26/2014 P202 ENLARGED PLUMBING PLANS 09/26/2014 P301 PLUMBING RISER DIAGRAMS 09/2612014 P302 PLUMBING RISER DIAGRAMS 09/26/2014 Page 4 of 7 EXHIBIT "D" WALTON ARTS CENTER RENOVATION AND EXPANSION FAYETTEVILLE,AR List of Contract Documents Number: Description: Date: P401 PLUMBING SCHEDULES 09/2612014 P501 PLUMBING DETAILS 09/2612014 M000 MECHANICAL SYMBOLS LEGEND 09/26/2014 M010A FIRST FLOOR MECHANICAL DEMOLITION PLAN SECTOR 09/26/2014 A , M010B FIRST FLOOR MECHANICAL DEMOLITION PLAN SECTOR 09/26/2014 B M011A SECOND FLOOR MECHANICAL DEMOLITION PLAN 09/26/2014 SECTOR A M011B SECOND FLOOR MECHANICAL DEMOLITION PLAN 09/26/2014 SECTOR B M121A FIRST FLOOR DUCTWORK PLAN SECTOR A 09/26/2014 M121B FIRST FLOOR DUCTWORK PLAN SECTOR B 09/26/2014 M122A SECOND FLOOR DUCTWORK PLAN SECTOR A 09126/2014 M122B SECOND FLOOR DUCTWORK PLAN SECTOR B 09/26/2014 M131A FIRST FLOOR PIPING PLAN SECTOR A 09126/2014 M131B FIRST FLOOR PIPING PLAN SECTOR B 09/26/2014 M132B SECOND FLOOR PIPING PLAN. SECTOR B 09/26/2014 M201 MECHANICAL ENLARGED PLANS 09/26/2014 M202 MECHANICAL ENLARGED PLANS 09/26/2014 M301 MECHANICAL FLOW DIAGRAMS 09126/2014 M401 MECHANICAL SCHEDULES 09/26/2014 M402 MECHANICAL SCHEDULES 09/26/2014 M501 MECHANICAL DETAILS 09/2612014 M502 MECHANICAL DETAILS 09/26/2014 M503 ACOUSTICAL PENETRATION DETAILS 09/25/2014 M601 MECHANICAL CONTROLS 09/25/2014 M602 MECHANICAL CONTROLS 09/2612014 M603 MECHANICAL CONTROLS 09/26/2014 M604 MECHANICAL CONTROLS 09/26/2014 M605 MECHANICAL CONTROLS 09/26/2014 MP101 ROOF MECHANICAL AND PLUMBING PLAN 09/26/2014 E000 ELECTRICAL SYMBOLS LEGEND 09126/2014 E010 FIRST FLOOR ELECTRICAL DEMOLITION PLAN 0912612014 E011 SECOND FLOOR ELECTRICAL DEMOLITION PLAN 09/2612014 E020 ELECTRICAL DEMOLITION ONE LINE DIAGRAMS 09/26/2014 E100 ELECTRICAL SITE PLAN 0912612014 E121A FIRST FLOOR POWER PLAN SECTOR A 09126/2014 E121B FIRST FLOOR POWER PLAN SECTOR B 09/2612014 E122A SECOND FLOOR POWER PLAN SECTOR A 09/26/2014 E122B SECOND FLOOR POWER PLAN SECTOR B 09/2612014 E141A FIRST FLOOR LIGHTING PLAN SECTOR 09/26/2014 E141B FIRST FLOOR LIGHTING PLAN SECTOR B 09/26/2014 E142A SECOND FLOOR LIGHTING PLAN SECTOR A 09/26/2014 E142B SECOND FLOOR LIGHTING PLAN SECTOR B 09/26/2014 Page 5 of 7 EXHIBIT "D" WALTON ARTS CENTER RENOVATION AND EXPANSION FAYETTEVILLE, AR List of Contract Documents Number: Description: Date: E201 ELECTRICAL ENLARGED PLANS 09/26/2014 E202 ELECTRICAL ENLARGED PLANS 09/26/2014 E301 ELECTRICAL ONE LINE DIAGRAMS 09/26/2014 E302 ELECTRICAL ONE LINE DIAGRAMS 09/26/2014 E401 ELECTRICAL SCHEDULES 09/26/2014 E402 ELECTRICAL SCHEDULES 09/26/2014 E406 ELECTRICAL SCHEDULES 09/26/2014 E501 ELECTRICAL DETAILS 09/26/2014 E502 ARCHITECTURAL LIGHTING CONTROL ONE -LINE 0912612014 DIAGRAM N101 FIRST FLOOR SIGNAGE PLAN 09/26/2014 N102 SECOND FLOOR SIGNAGE PLAN 09/26/2014 N201 SIGNAGE DETAILS 09/2612014 N202 SIGNAGE DETALS 09126/2014 N203 SIGNAGE DETAILS 09/26/2014 N204 SIGNAGE DETAILS 09/26/2014 N205 SIGNAGE DETAILS. 09/2612014 TCD010 THEATRE SEATING BWH LOBBY LEVEL DEMO PLAN 09/26/2014 TCD011 THEATRE SEATING BWH BALCONY LEVEL DEMO PLAN 09/2612014 TC010 THEATRE SEATING BWH BALCONY LEVEL 09/26/2014 TC011 THEATRE SEATING STARR THEATRE PLAN 09/2612014 TC121 B THEATRE SEATING STARR THEATRE ELEVATIONS 09/25/2014 TC251 THEATRE SEATING STARR THEATRE DETAILS 09/26/2014 TL020 THEATRE LIGHTING BWH 09/26/2014 TL021 THATRE LIGHTING BAUM WALKER HALL 0912MO14 TL025 THEATRE LIGHTING STARR THEATRE AND LOBBY 09/26/2014 TL101 THEATRE LIGHTING STARR THEATRE DETAILS 0912BRO14 TL102 THEATRE LIGHTING STARR THEATRE DETAILS 09/26/2014 TR 2.0 THEATRE RIGGING BWH CABLE MANAGEMENT 09/26/2014 TR 3.0 THEATRE RIGGING BWH CABLE MANAGEMENT 0912612014 TR 3.1 THEATRE RIGGING BWH 5A ELEVATION 0912612014 TR 3.2 THEATRE RIGGING BWH 513 NEW GEN PURR LS 09126/2014 TR 4.0 THEATRE RIGGING BWH DETAILS 09/26/2014 TVA121B VARIBLE ACOUSTICE CURTAIN LAYOUT PLAN STAGE 09/26/2014 LVL. STARR TVA122B VARIABLE ACOUSTIC CURTAIN LAYOUT CATWALK LVL. 09/26/2014 STARR TVA252 VARIABLE ACOUSTIC CURTAIN LAYOUT ELEVATIONS 09/26/2014 STARR K1 ARRANGMENTS PLAN 09/26/2014 K2 PLUMBING PLAN (19/26/2014 K3 ELECTRICAL PLAN 09/26/2014 K4 MECHANICAL & SPECIAL CONDITIONS PLAN 09/26/2014 EA001 ELECTRICAL FOR AUDIO INDEX AND LEGENDS 09/2612014 EA002 ELECTRICAL FOR AUDIO CABLE AND TERMINATION 09126/2014 SCHEDULE Page 6 of 7 EXHIBIT "D" WALTON ARTS CENTER RENOVATION AND EXPANSION FAYETTEVILLE,AR List of Contract Documents Number: Description: Date: EA101 AV DEVICE LOCATIONS — FIRST FLOOR PLAN 09/2612014 EA102 AV DEVICE LOCATIONS —SECOND FLOOR PLAN 09/2612014 EA121A AV DEVICE LOCATIONS —FIRST FLOOR PLAN SECTOR 09/2612014 EA121B AV DEVICE LOCATIONS —FIRST FLOOR PLAN SECTOR B 09/26/2014 EA122A AV DEVICE LOCATIONS —SECOND FLOOR PLAN SECTOR 09/26/2014 A EA1226 AV DEVICE LOCATIONS —SECOND FLOOR PLAN SECTOR 09/26/2014 B EA151A AV DEVICE LOCATIONS —FIRST FLOOR REFLECTED 0912612014 CEILING PLAN — SECTOR A - EA151B AV DEVICE LOCATIONS —FIRST FLOOR REFLECTED 09/26/2014 CEILING PLAN — SECTOR B EA152A AV DEVICE LOCATIONS —2No FLOOR REFLECTED 09/26/2014 CEILING PLAN —SECTOR A AV DEVICE LOCATIONS —2No FLOOR REFLECTED 09/26/2014 EA152B CEILING PLAN - SECTORB EA201 AV SIGNAL FLOW DIAGRAM —MAIN LOBBY 09/2612014 EA202 AV SIGNAL FLOW DIAGRAM —BAUM WALKER HALL 09/26/2014 EA203 AV SIGNAL FLOW DIAGRAM —STARR THEATRE 09/2612014 EA204 AV SIGNAL FLOW DIAGRAM — BACK OF HOUSE 09/26/2014 EA301 AV RACK ELEVATION DETAILS 0912612014 EA401 AV PANEL ELEVATION DETAILS 09/26/2014 EA402 AV RACK ELEVATION DETAILS 09/26/2014 EA501 LOUDSPEAKER LOCATIONS AND RIGGING 09126/2014 EA502 LOBBY VIDEO DETAILS 09126/2014 Project Manuals Volume Boore Architects — Specifications 09/26/2014 Volume 2 Boom Architects - Specifications 09/26/2014 Addendums No.01 Walton Arts Center Renovation and Expansion 1111412014 No.02 Walton Arts Center Renovation and Expansion 1112112014 No.03 Walton Arts Center Renovation and Expansion 12/05l2014 Page 7 of 7 MEMORANDUM OF UNDERSTANDING The City of Fayetteville, the Walton Arts Center Council, Inc., CDI Contractors, L.L.C., and Boora Architects, Inc. agree as follows: Parties to this Memorandum of Understanding A. CDI Contractors, L.L.C. has been selected as Construction Manager/Contractor for the Walton Arts Center Expansion and Enhancement Project and has entered into a 19 page AIA Contract (attached as Exhibit A to this Memorandum of Understanding) with the Walton Arts Center and Boora Architects, Inc. on April 1, 2014. B. Boora Architects, Inc. has been selected as Architect for the Walton Arts Center Expansion and Enhancement Project and will serve as such during the design and construction of this project. C. The Walton Arts Center as authorized by the Walton Arts Center Council, Inc. has entered into a 19 page AIA Contract with CDI Contractors, L.L.C. on April 1, 2014 as the "Owner' and primary funder of the costs of the Walton Arts Center Expansion and Enhancement Project which is anticipated to cost around $16 million. D. On February 3, 2015, CDI Contractors, LLC; Boora Architects, Inc. and the Walton Arts Center agreed to a change order which established the final complete cost of the construction of the Walton Arts Center Expansion and Enhancement Project at $15,986.439.00. (This is attached as Exhibit B to this Memorandum of Understanding.) This figure may be subject to change by future change orders and other contingencies. The date of Substantial Completion is November 1, 2016. E. The City of Fayetteville jointly owns the property with the University of Arkansas upon which the Walton Arts Center sits and will be expanded and enhanced. The citizens of Fayetteville voted to authorize the City Council to issue bonds supported by the City's one cent Hotel, Motel and Restaurant tax (which is 1 otherwise designated for the Advertising and Promotion Commission) to partially fund a portion of the Walton Arts Center Expansion and Enhancement Project. The City Council issued these 2014 HMR Bonds which generated funds that can be used for the Walton Arts Center Expansion and Enhancement Project by the City of Fayetteville. Agreement to designate and use the 2014 HMR Bond funds for the Walton Arts Center Expansion and Enhancement Project 1. All parties agree and acknowledge that all funds derived from the City's sale of the Hotel, Motel and Restaurant Gross Receipts Tax and Tourism Revenue Capital Improvement and Refunding Bonds Series 2014 (hereinafter "2014 HMR Bonds') may only be spent or used for purposes authorized by the City voters and applicable state law. 2. All parties agree that the City of Fayetteville has the right to ensure that all of its bond revenues shall be applied to costs associated with the site and structural improvements for the Walton Arts Center lobby and Starr Theater, the back staging area of main theater, lobby restrooms and electrical and HVAC infrastructure enhancements. 3. The City of Fayetteville agrees to pay not to exceed $6,323,515.00 directly to CDI Contractors, L.L.C. for construction and other necessary costs of the Walton Arts Center Expansion and Enhancement Project which are legally eligible for such funding based on the submission of proper invoices which are approved by the City. The City will use the remainder of its 2014 HMR Bond proceeds (about $857,055.00) to pay to its parking deck contractor, Baldwin and Shell, for expanded backstage project that extends under a portion of the parking deck. 4. The Walton Arts Center, the Walton Arts Center Council, Inc., CDI Contractors, L.L.C. and Boora Architects, Inc. agree and acknowledge that the City of Fayetteville has no further responsibility nor liability for costs or the completion of any 2 construction or other contract concerning the Walton Arts Center Expansion and Enhancement Project beyond the expenditures noted in paragraph 3. 5. The Walton Arts Center Council, Inc. and the Walton Arts Center agree to work with the City of Fayetteville to prominently display a bronze (or comparable material) plaque in the Walton Arts Center's main lobby stating "The Walton Arts Center thanks the citizens and taxpayers of Fayetteville for their over $7 million investment for the Walton Arts Center Expansion and Enhancement Project of 2015-2016." 6. Pursuant to the Additions and Deletions Report for AIA Document 133-2009 which was the "Standard Form Agreement" signed by the Walton Arts Center and CDI Contractors, Inc.: "All parties acknowledge that the City of Fayetteville is contributing approximately $6.5 million of public bond proceeds towards the cost of this project. As such, the City of Fayetteville may become a co -signatory Owner on this contract and/or require separate Schedule of Values, Pay Application, and cost allocation for this portion of the project being paid by the bond proceeds. The specific terms of the City role and accounting requirements shall be further defined at time of the Construction Phase cost GMP change order outlined in Article 2.2." 7. All parties to this Memorandum of Understanding agree and acknowledge that the City of Fayetteville may exercise its rights enumerated in the above quoted language prior to expending proceeds from the 2014 HMR Bonds on the Walton Arts Center Expansion and Enhancement Project. 8. All of the parties acknowledge that the City of Fayetteville is a Third Party Beneficiary of any and all Contracts for design or construction of the Walton Arts Center Expansion and Enhancement Project upon and to the extent of its investment and payment of the proceeds of the 2014 HMR Bonds and that it may require a separate Schedule of Values, Pay Application and cost allocation for portions of the project being paid fully or partially by 2014 HMR Bond revenue. V In Agreement with all terms, conditions and promises of this Memorandum of Understanding, the parties below sign on the date indicated after receiving proper authority from their governing boards. CITY OF FAYETTEVILLE, ARKANSAS By: Lioneld Jordan, Mayor ATTEST: By: Sondra E. Smith, City Clerk Date: CDI CONTRACTORS, L.L.C. By: Matt Bodishbaugh Witness: Date: 4 WALTON ARTS CENTER COUNCIL, INC. By: Greg Lee, Chairman Witness: Date: BOORA ARCHITECTS, INC. By: Jim Harold, Project Manager Witness: Date: , - N IN 1A Document A133'N — 2009 Standard Form of Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Pike r ,(Inwords,rndcE PETWEEN fhet (Name .leg'g1 rta Walton Als Cel', PO 13o.0541 t: Fayetteville, Ak for the.followinc First day of April in the year Two Thousand Fourteen th and year.) . (NameandaddressAr 1, -0 ion) Watton•ArwCehtts . 495 W. Dickson: Street _ ,Fayetteville AR72701..: The Ardii tept (Name, legal siatvsand address) $Dora Architects, Inc. 720-S.W. Washing on Street, Suite 800 Pa t1and, OB 97205 - The Owner's Designated .Representative; (Arcane, address and other information) Teri Trotter Chief Operating Officer Walton Arts Center PO Box 3547 Fayetteville, AR 72702 tU'ottel-@wa Itonartscentei .org The Construction Manager's Designated Representative: (Name, address and other tr formation) Malt Bodishbaugh Vice Resident ADDITIONS AND DELETIONS: The author of this document has added information needed for its completion. The author may also have revised the text of the original AIA standard form. An Additions and Deletions Report that notes added Information as well as revisions to the standard form text is available from the author and should be reviewed. A vertical line in the left margin of this document indicates where the author has added necessary information and where the author has added to or deleted from the original AIA text. This document has important legal consequences. Consultation with an attorney is encouraged with respect to its completion or modification. AIA Document A201 rN-2007, General Conditions of the Contract for Construction, is adopted in this document by reference. Do not use with other general conditions unless this document is modified. AIA Document A133-- 2009(formerly A121 "'CMc-2003). Copyright 01991.2003 and 2009 by The American Institute of Architects. Ali rights reserved- Init. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA .� Document, or any portion of it, may result in severe civil and criminal pen allies, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:26.02 on Oal(Y2014 under Order No.5591010955_I which expires on 0312412015. and is n„'for i63re site. User Notes: I CDI Contractors, LLC AIA Document A133- — 2009 (formerly A121'"CMc — 2003). Capyright 81991, 2003 and 2009 by The American Institute of Architects. All rights reserved - WARNING: This AIAa Document is protected by U.S. Copyright Law and lnternztiona l Treaties. Unauthorizedreproduclion or distribution of this AIAo 2 Dpcument, or any portion ofit, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. ( This document was produced by AIA software at 14:25:02 on 07/1012014 under Order No.5591010955_1 which expires on 0312412015, and is nor for resale. User Notes: (1163162952) TABLE OF ARTICLES 1 "GENERAL PROVISIONS 2.CONSTRUCTION MANAGER'S RESPONSIBILITIES .3 OWNER'S RESPONSIBILITIES 4 COMPENSATION AND PAYMENTS FOR PRECONSTRUCTION PHASE SERVICES 5 COMPENSATION FOR CONSTRUCTION PHASE SERVICES 6 COSTOFTHEWORK FOR CONSTRUCTION PHASE 7 -:PAYMENTS FOR CONSTRUCTION PHASE SERVICES 8 INSURANCE AND'BONPS 9 .DISPUTE RESOLUTION 10 TERMINATION OR SUSPENSION 11_ MISCELLANEOUS PROVISIONS 12 - SCOPE OF THE AGREEMENT ARTICLE 1 GENERAL PROVISIONS - ` § 1.1 The.Contract Documents The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to the execution of this Agreement, other documents listed in this Agreement, and Modifications issued after execution of this Agreement, all of which form the Contract and are as fully a part of the Contract as if attached to this Agreement of repeated herein. Upon the Owner's acceptance . of the Construction Manager's Guaranteed Maximum Price proposal, the Contract Documents will also include the .documents described in Section 2.2-3 and identified in the Guaranteed Maximum Price Amendment and revisions prepared by the Architect and furnished by the Owner as described in Section 2.2.8. The Contract represents the entire and inteerated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. If anything in the other Contract Documents, other than a Modification, is inconsistent with this Agreement, this Agreement shall govern. § 1.2 Relationship of the Parties The Construction Manager accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner to cooperate with the Architect and exercise the Construction Manager's skill and judgment in furthering the interests of the Obmer; to furnish efficient construction administration, management services and supervision, to furnish at all times an adequate supply of workers and materials; and to perform the Work in an expeditious and economical manner consistent with the Owner's interests. The Owner agrees to furnish o approve, in a timely manner, information required by the Construction Manager and to make payments to the Construction Manager in accordance with the requirements of the Contract Documents. All parties acknowledge that the City of Fayettevi Ile is contributing approximately $6.5 million of public bond proceeds towards the cost of this project. As such, the City of Fayetteville may become a co -signatory Owner on this contract and/or require separate Schedule of Values, Pay Application, and cost allocation for the portion of the In olecl being paid by the bond proceeds. The specific terms of the City role and accounting requirements shall be further defined at time of the Construction Phase cost GMP change order as outlined in Article 2.2. § 1.3 General Conditions For the Preconstruction Phase, AIA Document A201Ta'-2007, General Conditions of the Contract for Construction, shalt apply only as specifically provided in this Agreement. For the Consn'uction Phase, the general conditions of the AIA Document At3310 - 2009 (formerly A121 * CMc—2003). Copyright 01991, 2003 and 2009 by The American Institute of Architects. All rights reserved. Init. WARNING: This AIAe Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this PIA° 3 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maxinum extent possible under the law. This document was produced by AIA software at 14:26:02 on 0711012014 under Older No.5591010955_I which expires an 0312412015, and is Trot for resale. User Notes: (1163162952) contract shall be as set forth in A201-2007, which document is incorporated herein by reference. The term "Contractor" as used in A201-2007 shall mean the Construction Manager. ARTICLE �2 CONSTRUCTION MANAGER'S RESPONSIBILITIES .. TheConstruction Manager's Preconstruction Phase responsibilities are set forth in Sections 2.1 and 2.2. The .Construction Manager's Construction Phase responsibilities are set forth in Section 2.3. The Owner and Construction Manager may agree, in consultation with the Architect, for the Construction Phase to commence prior to completion of thePreconstruction Phase, in which case, both phases will proceed concurrently. The Construction Manager shall :identify a representative•:authorized to act on behalf of the Construction Manager with respect to the Project. Otahonl': shall provide a preliminary evaluation of the Owner's program, schedule and each in terms of the other. schedule and conduct meetings with the Architect and Owner to discuss such matter's ition, and scheduling of the Work. The Construction Manager shall advise the Owner e use and improvements, selection ofmaterials, and building systems and equipment. also providerecommendations consistent with the Project requirements to the Owner ; availability of materials and labor; time requirements for procurement, installation red to construction cost including, but not limited to, costs of alternative designs or die -cycle data, and possible cost reductions. 1 2.1.3 When Project requirements in Section 3.1.1 have been sufficiently identified, the Construction Manager shall prepare a nd.periodically.Update a Project schedule for the Architect's review and the Owner's acceptance. The Construction Manager shall obtain the Architect's approval for the portion of the Project schedule relating to the performance of the•Architeet's services. The Project schedule shall coordinate and integrate the Construction Manager's services, the Architect's services, other Owner consultants' services, and the Owner's responsibilities and Identify items that could affect the Project's timely completion. The updated Project schedule shall include the following: submission of the Guaranteed Maximum Price proposal; components of the Work; times of commencement andcompletion required of each Subcontractor; ordering and delivery of products, including those that must be ordered well in advance of constt notion; and the occupancy requirements of the Owner. § 2.1.4Phased .Construction - The Comtruction.Manager shall -provide recommendations with regard to accelerated or fast -track scheduling, procurement; or.phased'construction. The Construction Manager shall -take into consideration cost reductions, cost Information,, catstructability,•provisions for temporary facilities and procurement and construction scheduling issues. § 2.1i5-Preliminary Cost Estimates' § 2.1.5.1 Based on the preliminary design and other design criteria prepared by the Architect, the Construction Manager- shall In epare preliminary estimates of the Cost of the Work or the cost of program requirements using area, volume or similar conceptual estimating techniques for the Architect's review and Owner's approval. If the At or Construction Manager suggests alternative materials and systems, the Construction Manager shall provide cost evaluations of those alternative materials and systems. § 2.1.5.2 As the Architect progresses with the preparation of the Schematic Design, Design Development and Construction Documents, the Construction Manager shall prepare and update, at appropriate intervals agreed to by the Owner, Construction Manager and Architect, estimates of the Cost of the Work of increasing detail and refinement and allowing for the further development of the design until such time as the 0w4nei and Construction Manager agree on a Guaranleed Maximum Price for the Work. Such estimates shall be provided for the Architect's review and the Owner's app oval. The Consouction Manager shall inform the Owner and Arch itect when estimates of the Cost of the Work exceed the latest split oved Project budget and make recommendations for corrective action. § 2.1.6 Subcontractors and Suppliers The Construction Manager shall develop bidders' interest in the Project. AIA Document At 331" —2009 (formerly Al21"CMc-2003). Copyright ®1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. fair.WAR NING: This AIA® Document is protected by M. Copyright Law and International Treaties. Unaulhoria ad reproduction or d istributien of this AIA° 4 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by ArA software at 14:26:02 on 07/10/2014 under Order No.5591010955_I which expires on C312412015. and is not for resale. User Notes: (1163162952) § 2.1.7 The Construction Manager shall prepare, for the Architect's review and the Owner's acceptance, a procurenimt schedule for items that must be ordered well in advance of construction. The Construction Manager shall mpedite'and coordinate the ordering and delivery of materials that must be ordered well in advance of construction. If the Owner agrees to procure any items prior to the establislunent of the Guaranteed Maximum Price, the Owner shall procure die items on terms and conditions acceptable to the Construction Manager. Upon the establishment of the Guaranteed Maximum Price, the Owner shall assign all contracts for these items to the Construction Manager and. the Construction Manager shall thereafter accept responsibility for diem. 2.1.8 Extent of Responsibility ne Construction Manager shall exercise reasonable care in preparing schedules and estimates. The Construction onager, however, does not warrant or guarantee estimates and schedules except as may be included as part of the aaranteeflI sximurn Price. The Construction Manager is not required to ascertain that the Drawings and recifications are in accordance with applicable laws, statutes, ordinances, codes, rules and regulations, or lawful ders ofprrblle authorities, but the Construction Manager shal I promptly report to the Architect and Owner any mconformitydiscovered by or made known to the Construction Manager as a request for information in such form as e Architect may requ re. § 21 &Notices and Compliance with Laws The Construction Manager shall comply with applicable laws, statutes, ordinances, codes, rules and regulations, and lawful orders of public authorities applicable to its performance under this Contract, and with equal employment opportunity.programs,.and other programs as may be required by governmental and quasi governmental authorities for inclusion-in:tbe Contract Documents. § 2,2Guaranteed-Maximum .Price Proposal and Contract Time § .2.2.1 At a time.to be Illutdalty agreed upon by the Otana and the Constuction Manager and in consultation with the Architect, the Construction Manager shall prepare a Guaranteed Maximum Price proposal for the Owner's review and acceptance: The. Guaranteed Maximum Price in the proposal shall be the sum of the Construction Manager's estimate 'of the ;Cost pfthe Work, including contingencies described in Section 2.2.4, and the Construction Manager's Fee. § 2.2.2 To the extent that the Drawings and Specifications are anticipated to require further development by the Architect, the Construction Manager shall provide in the Guaranteed Maximum Price for such further development consistent with the Contract Doetunents_and reasonably inferable therefrom. Such further development does not include such things as changes in scope, systems, kinds and quality of materials, finishes or equipment, al I of which, if required,: shall be incorporated by Ch ange Order. §_2.2.3 The Construction Manager shall include with the Guaranteed Maximum Price proposal a written statement of its basis, which shall include the following: .1 A list of the Drawingsand Specifications, inc uding all Addenda thereto, and the Conditions of the Contract; ` .2 Contract;A list of clarifications and assumptions made by the Construction Manager in the preparation of the Guaranteed Maximum Price proposal, including assumptions under Section 2.2.2, to supplement the information provided by the Owner and contained in the Drawings and Specifications; .3 A statement of the proposed Guaranteed Maximum Price, including a statement of the estimated Cost of the Work organized by trade categories or systems, allowances, contingency, and the Construction Manager's Fee; .4 The anticipated date of Substantial Completion upon which the proposed Guaranteed Maxil Price is based: and .5 A dale by which the Owner must accept the Guaranteed Maximum Price. § 2.2.4 In preparing the Constriction Managers Guaranteed Maximum Price proposal, the Construction Manager shall include its contingency for the Construction Manager's exclusive use to cover those costs considered reimbursable as the Cost of the Work but not included ins Change Order. § 2.2.5 The Construction Manager she It meet with the Owner and Architect to review the Guaranteed Maximum Price proposal. In the event that the Owner and At discover any inconsistencies or inacculaci es in the information presented, they shall promptly notify the Construction Manager, who shall make appropriate adjustments to the Guaranteed Maximum Price proposal, its basis, or both. Init AIADocument A1331°-2009(formerly A1217"CW-2003).Copydghtei1991, 2003 and 2009 by The American Institute of Arehilrels. All rights reserved. WARNING: This Ale Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution crude AIAe Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible enderlhe law. f This document was produced by AIA software at 14:26.02 on 07I101201 A under Order 1,10.5591010955_I which expires on 03124f2m5, and is not for resale. user Notes: (1163162952) § 2.2.6 If the Owner notifies the Construction Manager that the Owner has accepted the Guaranteed Maximum Price proposal in writing before the date specified in the Guaranteed Maximum Price proposal, the Guaranteed Maximum .Price proposal shall be deemed effective without further acceptance from the Construction Manager. Following acceptance of a Guaranteed Maximum Price, the Owner and Construction Manager shall execute the Guaranteed Maximum Price Amendment amending this Ageemett, a copy of which the Owner shall provide to theArchitect. The Guaranteed Maximum Price Amendment shall set forth the agreed upon Guaranteed Maximum Price with the information and assumptions upon which it is based. F r f shall not incur any cost to he reimbursed as part of the Cost of the Work prior to the n Phase, unless the Owner provides prior written authorization for such costs. the Architect to provide the revisions to the Drawings and Specifications to .ptions and clarifications contained in the Guaranteed Maximum PriceAmendment. those revised Drawings and Specifications to the Construction Manager as they are r shall notify the Owner and Architect of any inconsistencies between the idment and the revised Drawings and Specifications. ;er shall include in the Guaranteed Maximum Price all sales, consumer, use and similar the Construction Manager that are legally enacted, whether or not yet effective, at the Price Amendment is executed. §'_ 2.3 Construction Phase § 2.3.1 General § 2.3.1.1 For purposets of Section 8.12 of A201-2007, the date of commencement of the Work shall mean the date of commencement of tile Construction Phase. § 2.3.1.2 The Construction Phase shall commence upon the Owner's acceptance of the Construction Manager's Guaranteed Maximum -Price proposal or the Owner's issuance of a Notice to Proceed, whichever occurs earlier. § 2.3.2 Administration § 2.3.2.1 Those poet on$'ofthe Work that the Construction Manager does not customarily perform with the COnah'LICt1011 Manager's own personnel; shall be performed under subcontracts or by other appropriate agreements with the Construction Manager. The Owner may designate specific persons from whom, or entities from which, the Construction Manager shall obtain bids. The Construction Manager shall obtain bids from Subcontractors and from suppliers of materials or equipment fabricated especially for the Work and shall deliver such bids to the Architect. The Owner shall then determine, with the advice of the Construction Manager and the Architect, which bids will be accepted. The Construction Manager shall not be required to contract with anyone to whom the Construction Manager has reasonable objection. - -- § 2.3.2.2 If the Guaranteed Maximum Price has been established and when a specific bidder(1) is recommended tothe Owner by the Construction Manager, (2) is qualified to perform that portion of the Work, and (3) has submitted a bid that conforms to the requirements of the Contract Documents without reservations or exceptions, but the Owner requires that another bid be accepted, then the Construction Manager may require that a Change Order be issued to adjust the Contract Time and the Guamnteed Maximum Price bythedifference between the bid of the person or entity recommended to the Owner by the Construction Manager and the amount and time requirement ofthe subcontract or other agreement actually signed with the person of entity designated by theOwner. § 2.3.2.3 Subcontracts o other agreements shall conform to the applicable paynnent provisions of th is Agreement, and shall not be awarded on the basis of cost plus a fee without the prig consent of the Owner. If the Subcontract is awarded on a cost-plus a fee basis, the Construction Manager shall provide in the Subcontract for the Owner to receive the same audit rights with regard to the Subcontractor as the Owner receives with regard to the Construction Manager in Section 6.11 below. § 2.3.2.4 If the Construction Manager i econmmends a specific bidder that may be considered a "related party" according to Section 6.10, then the Construction Manager shall promptly notify the Owner in writing of such I elationship and notify the Owner of the specific nature of the contemplated transaction, according to Section 6.10.2. 0.1A Document A133w - 2009 (formerly A125'"CMc—2003). Copyright 01991. 2003 act 2009 by The American Institute of Architects. All rights reserved. INL WARNING:This AIO Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIAe 6 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. / This document was produced by AIA software at 14:26:02 on 07/1012014 under Order No.5591010955_t which expires on 0312412015. and is not for resale. User Notes: (1163162952) § 2.3.2.5.The Construction Manager shall schedule and conduct meetings to discuss such matters as procedures, progress, coordination, scheduling, and status of the Work. The Construction Manager shalt prepare and promptly distribute minutes to the Owner and Architect. § 2.3,2.6 Upon the execution of the Guaranteed Maximum Price Amendment, the Construction Manager shall prepare and- submit to the Owner and Architect a construction schedule for the Work and submittal schedule in accordance with Section 3.10 ofA201-2007. �§ 2.3.2.7 The Construction Manager Mall record the progress of the Project. On a monthly basis, or otherwise as agreed to by'ld Owrie, the Construction Manager shall submit written progress repots to the Owner and Architect, shaving pezceutages�gFcompletion and other information required by the Owner. The Construction Manager shall also keep land make available to the Owner and Afchitect, a daily log containffig a record for each day of weather, Porn ofthe.Worki. progress, number' of workers on site, identiScation of equipment on site, problems that might affect progress of the; work, accidents, mpul"S' and other information required by the Owner. § 2.3.2.8The Construction Manager shall develop a system of cost control for the Work, including regular monitoring of actual costs.for activities in progress and estimates for uncompleted tasks and proposed changes. The Construction Manager slug identify variances between actual and estimated costs and report the variances to the Owner- and Arclritect and:shall provide this information in its monthly reports to the Owner and Architect, in accordance with Section-2.3.2.7 above.,' §• 2:4'Professional Services .Section 3.12.10 of A201-2007 shall apply to both the Preconstruction and Construction Phases. § 2.5 Hazardous Materials Section 10.3 of A201-2007 shall apply to both the Preconstruction and Construction Phases. ARTICLE OWNER'S RESPONSIBILITIES . § 3.1 Information and Services Required of the Owner §-3.1.1 The Owner shall provide information with reasonable promptness, regarding requirements for and limitations on the Project, including a written program which shall set forth the Owner's objectives, constraints, and criteria, including schedule, space requirements and relationships, flexibility and expandability, special equipment, systems sustainability and site requirements. § 3.11.1'rior tothe execution of the Guaranteed Maximum Price Amendment, the Constvction Manager may request in .writing that the Owner provide reasonable evidence that the Owner has made financial arrangements to fulfill the Owner's obligations under the Contract Thereafter, the Construction Manager may only request such evidence if (1) the Owner fails to make payments to the Construction Manager as the Contract Documents require, (2) a change in the 'Work materially changes the Contract Sum, or (3) the Construction Manager identifies in writing a reasonable content regarding the Owner's ability to make payment when due. The Owner shall furnish such evidence as a condition precedent to commencement of continuation of the Work or the portion of the Work affected by a material change. After the Owner furnishes the evidence, the Owner shall not materially varysuch financial arrangements without prior notice to the Construction Manager and Architect. § 3.1.3 The Owner site] I establish and periodically update the Owner's budget for the Project, including (I) the budget for the Cost of the Work as defined in Section 6.1.1, (2) the Owner's other costs, and (3) reasonable contingencies related to all of these casts. If the Owner significantly increases or decreases the Ownu's budget for the Cost of the Work, the Owner shall notify the COnatictlon Manager and Architect. The Owner and the Architect. in consultation with the Construction Manager, shall [hereafter agree to a corresponding change in the Pi gimt's scope and quality. § 3.1.4 Structural and Environmental Tests, Surveys and Reports. During the Preconstruction Phase, the Owner shall furnish the following information or services with reasonable pi ompuness. The Owner shall also furnish any other information or services under the Owner's control and relevant to the Construction Manager's performance of the Work with reasonable promptness after receiving the Construction Manager's written request for such information or services. The Construction Manager shall be entitled to rely on the accuracy of information and services furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work. AIA Document A1331- —2009 (formerly A12110ClAc — 20031. Copyright ®1991. 2003 and Me by The American Institute of Architects. All rights reserved- Init. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIAo 7 Document, or any portion of it. may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible underthe law. This document was produced by AIA software at 14:26:02 on 07110/2014 under Order No.559t010955-1 which expires on 03124/2015, and is not for resale. User Notes: (1163162952) § 3.1.4.1 The Owner shall furnish tests, inspections and reports required by law and as otherwise agreed to by the parties, such as structural, mechanical, and chemical tests, tests for air and water pollution, and tests for (hazardous materials: § 3.1.4.2 The Owner shall famish surveys describing physical characteristics, legal limitations and utility locations for the site ofthe Project, and a legal description ofthe site. The surveys and legal information shall include, as applicable, 'grades and lines of streets, alleys, pavements and adjoining property and structures; designated wetlands; adjacent drainage; rights -of -way; restrictions, easements, eacroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data with respect to existing buildings, other improvements and trees; and information coneemiog available utility services and lines, both public and private, above and below grade, lncluding inverts and depths. All the information on the survey shall be referenced to a Project benchmark. -§ �3.1.4.3 Tha .CrAner;'when such services are requested, shall furnish services of geotechnical engineers, which may include bur arehot limited to.lbst borings, test pits, determinations of soil bearing values, percolation tests, evaluations of hazaitdous'inaterials, seismic evaluation, groundcorrosion tests and resistivity tests, including necessary operations for anticipatingsnbspil conditions, with written reports and appropriate recommendations. § 3.144 During the Construction Phase, the Owner shall furnish information or services required of the Owner by the Contract' Documents witlhleasonable promptness. The Owner shall also fumish any other information or services underthe Owner's.control and relevant to the Construction Manager's performance ofthe Work with reasonable promptness after receiving the'Construction Manager's written request for such information or services. § 3.2 Owner's .Designated; Representative The Owner shall 'identifyarepresentative authorized to act on behalf of the Owner with respect to the Project. The Owner's representative shall render decisions promptly and fumish information expeditiously, so as to avoid unreasoriable delay in the services or Work of the Construction Manager. Except as otherwise provided in Section 4.2.1 ofA201-2007, the Architect does not have such authority. The term "Owner" means the Owner or the Owner's authorizedrepresentative.` § 3.2A Legal Requirementp: The Owner shall furnish all legal, insurance and accounting services, including auditing services,that may be reasonably necessary at anytime for the Project to meet the Ovmel's needs and interests. § 3.3 Architect The Owner shall retainanArchitect to provide services, duties and responsibilities as described in AIA Document BI03TM-2007, Standard Form of Agreement Between Owner and Architect, including any additional services requested by the Construction Manager that are necessary for the Preconstruction and Construction Phase services under this Agreement. The Owner shall provide the Construction Manager a copy of the executed agreement between the Owner- and the Architect, and any further modifications to the agreement. ARTICLE 4 COMPENSATION AND PAYMENTS FOR PRECONSTRl1CTION PHASE SERVICES § 4.1 Compensation § 4.1.1 For the Construction Manager's Preconsnnetion Phase services, the Owner shall compensate the Construction Manager as follows: § 4.1.2 For the Construction Manager's Preconstruction Phase services described in Sections 2.1 and 2.2: (Insert an owil of, or basisJor, campensraton and include o list Of Mnlbursable cost items, as applicable.) The Construction Manager shall include its actual cost of providing Preconshvction Phase services, but not more than $35,000, as part of the GMP proposal. When the GMP Proposal is accepted by the Owner, the Construction Manager may bill preconstruction costs immediately. If, for any reason other than the Construction Menage's default, the Owner does not accept the Construction Manager's Guaranteed Price Proposal or does not issue a Notice to proceed in advance of accepting the GMP Proposal, the Owner shall pay the Construction Manager $35,000 as full and final payment for pi cconsuvetion. AIA Document A133m — 2009 (formerly A121'"CMe— 2003). Copyright ®1991.2003 and 2009 by The American Institute of Architects. All rights reserved. Init. WARNING: This Ate Document is protected by U.S. Copyright Lmv and International Treaties. Unauthorized reproduction .,distribution of this AIA® S Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:26:02 on 071101 under Order No.55910109551 which expires on 03124/2015, and is not for resale. User Notes: (1163162952) § 4.1.3 If the Preoonstruction Phase services covered by this Agreement have not been completed within Twelve (12 ) months of the date of this Agreement, through no fault of the Construction Manager, the Construction Manager's compensation for Preconstruction Phase services shall be equitably adjusted. §.4.1.4 Compensation based on Direct Personnel Expense includes the direct salaries of the Construction Manager's personnel providing Preconstruction Phase services on the Project and due Construction Manager's costs for the mandatory and customary contributions and benefits related thereto, such as employment taxes and other statutory employee benefits, insurance, sick leave, holidays, vacations, employee retirement plans and similar contributions. § 4:2 Payments §'-4,2.1 Unitss; otherwise%agreed, payments for services shall be made monthly in proportion to services performed. able upon presentation of the Construction Manager's invoice. Amounts unpaid lice date shall bear interest at the rate entered below, or in the absence thereof at the time at the principal place of business of the Construction Manager. interest agreed upon.) - % ARTICLE 5 COMPENSATION FOR CONSTRUCTION PHASE SERVICES § 5 1 Fpr the.Constiuction.:Manager's performance of the Work as described in Section 23, the Owner shall pay the :Construction Manager the Gaiuract Sum in current funds. The Contract Sum is the Cost of the Work as defined in Section 6.1, 1. plus the.. Construction Manager's Fee. _§ 5.11 Tha-Construction Manager's Fee: (Slate a'1N,n srmL pereeittage dfCost ofth Work or otherprovisionfor determining the Construction Manager's Fees. Shall`be a lump sum amount equal to 4.50%of the Cost of Work contained in the approved Guaranteed Maximum Price. •§ 5.1.2 The method d of adjustment of the -Construction Manager's Fee for changes in the Work' The Construction Manager's fee onchanges in the work shall be 4.50 % of the Cost ofWoi k contained in the change. § 5:1 ,Limitations, ifany,on a Subcontractor's over head and profit for increases in the cost ofitsportion otth Work For additive changes; the Subconhactor's fee for overhead and profit shall not exceed 12% of the Cast of Work contained in thechange. § 5.1 A Rental rates for Construction Manager -owned equipment shall not exceed Eighty Five percent( 85 %) of the published AED equipment rental rate for Fayettevi Ile, AR, or One hundred percent (100%) of the standard rate paid at the place of the Project. § 5.1.5 Unit prices, if any: (identify and stone the unit price, state the 91lanti0+limitations, if cu?v, to which the unit price will he applicable.) Item Units and Limitations Price per Unit ($0.00) § 5.2 Guaranteed Maximum Price § 5.2.1 The Construction Manager guarantees that the Contract Sum shall not exceed the Guaranteed Maximum Price set forth in the Guaranteed Maximum Price Amendment, as it is amended from time to time. To the extent the Cost of the Work exceeds- the Guaranteed Maximum Price, the Construction Manager shall bear such costs in excess of the Guaranteed Maximum Price without reinnbui sement or additional compensation from the Owner. (insert specific provisions if the Construction Manager is to participate in any savmgs) AIA Document A133r" - 2009 (formerly A121 •^C Me-2903). Copyright 01991, 2003 and 2009 by The American Institute of Architects. All rights reserved. Init. WARNING: This Ale Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this MAO 9 Document, orany portion of i4 may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. t This document was produced by AIA software at 14:26.02 on 071012014 under Order No.5591010955_1 which expires on 0312412015. and is not for resale. User Notes: - (1163162952) Any cost savings beneath the GMP shall be distributed Seventy Five percent (75%) to the Owner and Twenty Five percent-(25°%) to the Construction Manager. § 5.2.2 The Guaranteed Maximum Price is subject to additions and deductions by Change Order as provided in the .....Contract Documents and the Nate of Substantial Completion shall be subject to adjustment as provided in the Contract Documents. �§ 5.3 Changes in the Work §_ 5.3.1 The Ownermoy, without invalidating the Contract, order changes in the Work within the general scope of the . Contract consisting of additions, deletions or other revisions. The Owner shall issue such changes in writing. The __Architect may make minor, changes in the Work as provided in Section 7.4 of AIA Document A201 2007, General i . ! Ooilditions of the Cgniraci for Construction. The Construction Manager shall be entitled to an equitable adjustment in the Contract Time as'a result -of changes in the Work. - § 5:3.2 Adju6tments.to the Guaranteed Maximum Price on account of changes in the Work subsequent to the execution `J of YheiGuamnEeed Maximum Puce Amendment maybe determined by any of the methods listed in Section 7.3.3 of -AIA,Document A20.1-2007, General Conditions of the Contract for Construction. § 5.3,3In calpulatingadjustments to subcontracts (except those awarded with the Owner's prior consent on the basis of cost plus a fee)„the terms "cost" and "fee" as used in Section 7.3.3.3 of AIA Document A201-2007 and the term "costs" as used in Section 7.3.7 of AIA Document A201-2007 shall have the meanings assigned to them in AIA Document A201407 andshallnot be modified by Sections 5.1 and 5.2, Sections 6.1 through 6.7, and Section 6.8 of this Agreement. Adjustments:to subcontracts awarded with the Owner's prior consent on the basis of cost plus a fee shall be calculated in:.acccrdance with the terms of those subcontracts. § 53.4In calculating adjustments to the Guaranteed Maximum Price, the terns "cost' and "costs" as used in the above -referenced provisions of AIA Document A201-2007 shall mean the Cost of the Work as defined in Sections 6.1 to 6.7 of this Agreement and the term 'fee" shal l mean the Construction Manager's Fee as defined in Section 5.1 ofthis Agreement. .. . - § 5.3.5 If no specific provision is made in Section 5.1.2 for adjustment of the Construction Manager's Fee in the case of changes in the Work, or if the extent of such changes is such, in the aggregate, that application of the adjustment provisions of Section 5.1.2 will cause substantial inequity to the Owner or Construction Manage', the Construction Manager's Fee shall be equitably adjusted on the same basis that was used to establish the Fee for the original Work, and the Guaranteed Maximum Price shall be adjusted accordingly. ARTICLE 6 COST OF THE WORK FOR CONSTRUCTION PHASE § 6.1 Costs to Be Reimbursed § 6.1.1 The term Cost of the Work shall mean costs necessarily incurred by the Construction Manager in the proper performance of the Work. Such costs shall be at rates not higher than the standard paid at the place of the Project except with prior consent of the Owner. The Cost of the Work shall include only the items set forth in Sections 6.1 through 6.7. § 6.1.2 Where any cost is subject to the Owner's prior approval, the Construction Manager shall obtain this approval prior to incurring the cost. The parties shall endeavor to identify any such costs prior to executing Guaranteed Maximum Price Amendment. § 6.2 Labor Costs § 6.2.1 Wages of coRSIRIC ion rrwokers diectly employed by the Construction Manager to perform the construction of the Work at the site or, with the Owner's prior approval, at off -site workshops. § 6.2.2 Wages of salaries of the Construction Manager's supervisory and administrative personnel when stationed at the site with the Owner's prior approval. - (lfit is intended that the wages or salaries ofcertain personnel svationed at the Conn trction Manager's principal or- olher olftesshall be included in the Cost of the Work, identify in Section 11.5, the personnel to be included whether fa' all w- onlvpm't offheir lime, and the rater at which their time will be charged to file Ifor'k.) AIA Document A133'" —2009 (formerly A121 r"CMc — 2003). Copyright O 1991. 2003 and 2009 by The American Institute of Architects. All rights reserved. Intl WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIAo 10 Document, or any portion of it, may result in severe civil and criminal penalties, and will he prosecuted to the maximum extent possible under the taw. / This document was produced by AIA software at 14:2692 on 07/10f2014 under Order No.5591010955 1 which expires on 0312412015. and is not for resale. User Notes: (1163162952) § 6.2.3 Wages and salaries of the Construction Manager's supervisory or administrative personnel engaged at factories, workshops or on the road, in expediting the production or transportation of materials or equipment required for the Work, but only for that portion of their time required for the Work. § .6.2.4 Costs paid or incurred by the Construction Manager for taxes, insurance, contributions, assessments and benefits required bylaw or collective bargaining agreements and, for personnel not covered by such agreements, customary benefits such as sick leave, medical and health benefits, holidays, vacations and pensions, provided such costs are based on wages and salaries included in the Cost of the Work under Sections 6.2.1 through 6.2.3. § 6.2.5 Bonuses; profit sharing, incentive compensation and anyother discretionarypayments paid to anyone hued by the. Construction Manager or paid to any Subcontractor or vendor, with the Owner's prior approval. §.6.3 Subcontract Costs Paymentsmade by the: Construction Manager to Subcontractors in accordance with the requirements of the subcontracts:;: _ § 6.4 Costs of Materials and Equipment Incorporated in the Completed Construction § 6.4:1 Costs;.including transportation and storage, of materials and equipment incorporated or to be incorporated in the completed construction: § 6.4.2 Costs of materials described in the preecding Section 6.4.1 in excess of those actually installed to allow for reasonable waste and spoilage. Unused excess materials, if any, shall become the Owner's property at the completion of the Work or, at the Owner's option, shall be sold by the Construction Manager. Any amounts realized from such sales shall be credited to the Owner as a deduction from the Cost of the Work. § 6.5 Costs of Other Materials and Equipment, Temporary Facilities and Related Items § 6.5.1 Costs of transportation, storage, instal lation, maintenance, dismantling and removal of materials, supplies, temporary -facilities, machinery, equipment and hand tools not customarily owned by construction workers that are provided by the Construction Manager at the site and fully consumed in the performance of the Work. Costs of materials, supplies, temporary facilities, machinery, equipment and tools that are not fully consumed shall be based on the cost or value ofthe item at the time it is first used on the Project site less the value of the item when it is no longer Used at the Project site. Costs for items not fully consumed by the Construction Manager shall mean fair market value. § 6.5.2 Rental charges for temporary facilities, machinery, equipment and hand tools not customarily owned by construction workers that are provided by the Construction Manager at the site and costs of transportation, instal lati on, minor repairs, dismantling and removal. The total rental cost of any Construction Manager -owned item may not exceed the purchase price of any comparable item. Rates of Construction Manager -owned equipment and quantities of equipment shall be subject to the Owner's prior approval. § 5.5.3 Costs of removal of debris from the site of the Work and its proper and legal disposal. § 6.5.4 Casts of document reproductions, facsimile transmissions and long-distance telephone calls; postage and parcel delivery charges, telephone service at the site and reasonable petty cash expenses of the site office. § 6.5.5 That portion of the reasonable expenses of the Construction Manager's supervisory or administrative personnel incurred while it in discharge of duties connected with the Work. § 6.5.6 Casts of materials and equipment suitably stored off the site at a mutually acceptable location, subject to the Owner's prior approval § 6.6 Miscellaneous Costs § 6.6.1 Premiums for that portion of insurance and bonds required by the Contract Documents that can be directly attributed to this Conti net. Self-insurance for either full or partial amounts of the coverages required by the Contract Documents.. with the Owner's prior approval. At Document A133^' -2009 (formerly A121o'ClAc - 2003). Copyright ®1991. 2003 and 2009 by The American Institute of Architects. All rights reserved. Init.WARNING: This AIA° Document is protected by U.S. copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIAe 11 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible underthe law. This document was produced by AIA software at 14:26:02 on 07/10/2014 under Order No.5591010955_I which expires on 0312412015, and is not For resale. User Notes: (3163162952) § 6.6.2 Sales, use or similar taxes imposed by a governmental authority that are related to the Work and for which the Construction Manager is liable. § 6.6.3 Fees acid assessments for the building permit and for other permits, licenses and inspections for which the Cot stiriction Manager is required by the Contract Documents to pay. §.,66:3`Fees of laboratories for tests required by the Contract Documents, except those related to defective or nonconforming Work for which reimbursement is excluded by Section 13.5.3 of AIA Document A201-2007 or by .other provisions of the:Contract Documents, and which do not fall within the scope of Section 6.7.3. §:636.5 Royalties and license fees paid for the use of a particular design, process or product required by the Contract Aotuments the cost of defending suits or claims for infringement ofpatent rights arising from such requirement of the Contract Dctcutnentsi and'payments made in accordance with legal judgments against the Construction Manager resulting from such suits.or claims and payments of settlements made with the Owner's consent. However, such costs of legal defenses, 111dgments and settlements shall not be included in the calculation of the Construction Manager's Fee;or subjectto the Guaranteed Maximum Price. If such royalties, fees and costs are excluded by the fast sentence of Section 3 17 of AIA: Decument;A201-2007 or other provisions of the Contract Documents, then they shall not be included in the Cost of the Work. § 6.6.6Costs for.electronro equipment and software, directly related to the Work with the Owner's prior approval. § .6:6:7 Deposits lostfor causes ptlrer than the Construction Manager's negligence or failure to fulfill a specific responsi@ility in:the Contract Aocuments. § 16.6,8.Legal,.mediation and arbitration costs, including attorneys' fees, other than those arising from disputes between the Owner and Construction Manage, reasonably incurred by the Construction Manager after the execution of this Agreemenvin the performance of the Work and with the Owner's prior approval, which shall not be unreasonably withheld. § 6.6.9 Stibjectto the Owner's prior approval, expenses incurred in accordance with the Construction Malinger's standard written personnel policy for relocation and temporary living allowances of the Conan tiction Manager's personnel required for the Work. . § 6.7 Other Costs and Emergencies § 6.7.1 Othercosts incurred in theperf6rmance of the Work if, and to the extent, approved in advance in writing by the Owner. § 6.7.2 Costs incurred in taking octiomtoprevent threatened damage, injury or loss in case of an emergency affecting the safety of persons and property, as provided in Section 10.4 of AIA Document A201-2007. § 6.7.3 Costs of repairing or correcting damaged of nonconforming Work executed by the Construction Manager, Subcontractors or suppliers, provided that such damaged or nonconforming Work was not caused by negligence or failure to fulfi II a specific responsibility of the Construction Manager and only to the extent that the cost of repair of correction is not recovered by the Construction Manager fronn insurance, sun eties, Subcontractors, suppliers, m others. § 6.7.4 The costs described in Sections 6.1 through 6.7 shall be included in the Cost of the Work, notwithstanding any provision of AIA Document A201-2007 or other Conditions of the Contract which Play require the Construction Manager to pay such costs, Unless such costs are excluded by the provisions of Section 6.3. § 6.8 Costs Not To Be Reimbursed § 6.8.1 The Cost of the Work shall not include the items listed below: .1 Salaries and other compensation of the Construction Manager's pesonnel stationed at the Construction Manager's principal office or offices other than the site office, except as specifically provided in Section G 2, or as may be provided in Article 11.; .2 Expenses of the Construction Manager's principal office and offices other than the site office; .3 Overhead and general expenses, except as may be expressly included in Sections 6.1 to 6.7; AIA Document A133m - 2009 (formerly A121'"CMc — 2003). Copyright ®1991. 2003 and 2009 by The American Institute of ArchitectS. All rights rese,vetl. ]nit. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Una. thorieed reproduction or distribution of this Abe 12 Document. or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by ALA software at 14:26:02 on 07/10/2014 under Order No.5591010955_1 which expires on 0312412015. and is not for resele. user Notes: (1163102952) .4 The Construction Manager's capital expenses, including interest on the Construction Manager's capital employed for the Work; _ .5 Except as provided in Section 6.7.3 of this Agreement, costs due to the negligence or failure of the Construction Manager, Subcontractors and suppliers or anyone directly or indirectly employed by any of them or for whose acts any of than may be liable to fulfill a specific responsibility of the Contract; .. .__ ,6 Any cost not specifically and expressly described in Sections 6.1 to 6.7; .7 Costs, other than costs included in Change Orders approved by the Owner, that would cause the Guaranteed Maximum Price to be exceeded; and .8 Costs for services beun ed during the Preconstruction Phase that exceeds $35,000. § 6:9 Discounts, Rebates'and Refunds _ § bi9.1 Cash discounts obtained on payments made by the Construction Manager shall accrue to the Owner if (1) -before making the payni@na, the Construction Manager included than in an Application for Payment and received payment from the r; or (2) tie Owner has deposited funds with the Construction M Owneanager with which to make payments; othei wise, cash discounts shall accrue to the Construction Manager. Trade discounts, rebates, refunds and :amounts received 5omsales of surplus materials and equipment shall accrue to the Owner, and the Construction lolanagef shall make provisions so that they can be obtained. § 6.9.2 Amounts [hat accrueto the Owner in accordance with the provisions of Section 6.9.1 shall be credited to the Owner as a deduction from the Cost of the Work. § 6.10 Related 'Party Transactions § 5.10.1 For purposes of Section 6.10, the term "related party" shall mean a parent, subsidiary, affiliate or other entity ..having common ownership or management with the Construction Manager; any entity in which any stockholder in, or managenelltemployee of -the Construction Manager owns any interest in excess of ten percent in the aggregate; or any person .or entity which has the right to control the business or affairs of the Construction Manager. The tern "related party" includes any member of the immediate family of any person identified above. §. 6.1021f any of the costs to be reimbursed arise from a transaction between the Consovction Manager and a related party, the Construction Manager shall notify the Owner of the specific nature of the contemplated transaction, including the identity of the related party and the anticipated cost to be incurred, before any such transaction is consummated or cost incurred. If the Owner, after such notification, authorizes die proposed transaction, then the cost incurred shall be included as a cost to he reimbursed, and the Construction Manager shall procure the Work, equipment, goods or service from the related party, as a Subcontractor, according to the terns of Sections 2.3.2.1, 2.3.2.2 and 23 ?.3: If the Owner fails to authorize the transaction, the Construction Manager shall procure the Work, equipment, goods or service from some person or entity other than a related party according to the terns of Sections 2.3.2.1, 2.3.2.2 and 2.3.2.3. § 6.11 Accounting Records The Construction Manager shall keep full and detailed records and accounts related to the cost of the Work and exercise such controls as may be necessary for proper financial management under this Contract and to substantiate all costs incurred. The accounting and control systems shall be satisfactory to the Owner. The Owner and the Owner's auditors shal I, during regular business horns and upon reasonable notice, be afforded access to, and shall be permitted to audit and copy, the Construction Manager's records and accounts, including complete documentation supporting accounting entries, books, correspondence, inshvctions, drawings, receipts, subcontracts, Subcontractor's proposals, purchase orders, vouchers, memoran do and other data relating to this Con nact. The Consovction Manager shall preserve these records for a period of three years afte final payment, or for such lon se pet iod as may be required by law. ARTICLE 7 PAYMENTS FOR CONSTRUCTION PHASE SERVICES § 7.1 Progress Payments § 7.1.1 Based upon Applications for Payment submitted to the Architect by the Consovction Manager and Certificates for -Payment issued by the Architect. the Owne shall make progress payments on account of the Contract Sum to the COnSU UCTlon Manager as provided below and elsewhere in the Contract Documents. § 7.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, of as follows: AIA Document A133w - 2009 (formerly A1211OCMc-2003). Copyright 01991. 2003 and 2009 by The American Institute of Architects. All rights reserved. Init. WARNING: This AIAo Document is protected by U.S. Copyright Law and International Treaties. Unauthorized re product!" or distribution of this Alas 13 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:26.02 on 07/1012014 under Order No.5591010955_1 which expires nn 0312412015, and is not For resale. User Notes: (1163162952) §' 7 A, that an Application for Payment is received by the Architect not later than the First day of a month, .- the. own shall make payment of the certified amount tothe Construction Manager not later than the 15th dayofthe same . month. If an Application for Payment is received by the Architect after the application date fixed above, payment shall be made by the Owner not later than Fifteen (15 ) days after the Architect receives the Application for - !`Payment. (Federal, state or local laws may require payment within a certain period of time.) _ §.7.1.4 With each Application for Payment, the Construction Manager shall submit payrolls, petty cash accounts, -Tedeipted mYbices or -invoices with check vouchers attached, and any other evidence required by the Owner or Architect to dentonshate that cash disbursements already made by the Construction Manager on account ofthe Cost of r -the:. orlieguai'or exceed progress payments already received by the Construction Manager, less that portion of those --`payments ettribrnable:to.the Construction Manager's Fee, Pitts payrolls for the period covered by the present Application. for payment. § 71.5 $kph Application farPayment shall be based on the most recent schedule ofvalues submitted by the Construction Manager in accordance with the Contract Documents. The schedule of values shall allocate the entire Guaranteed SJtaxilnum Arise among [he various portions of the Work, except that the Construction Manager's Fee sbalI be'sho'vwn as a single sepaiate item. Tine schedule of van ues shall be prepared in such form and supported by such d't-, to substantiate its accuracy as the Architect may require. This schedule, unless objected to by the Architect, shall be.Used as a basis for reviewing the Construction Manager's Applications for Payment. .!- § 7.1:6 Applications fgrPayment shall show the percentage of completion of each portion of the Work as of the end of the period coveredby theApplication for Payment. The percentage of completion shall be the lesser of (1) the .p0cegtage of thatportion of the Work which has actually been completed, or (2) the percentage obtained by dividing :.(a)Yhe expe sethat has actually been inemred by the Construction Manager on account of that portion of the Work for which the Construction Manager has made or intends to make actual payment prior to the next Application for Payment by (b) the share of the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values. § 7.1.7 Subject to other provisions of the Contract Documents, the amount of each progress payment shal I be .00mputed as follows: ATake that portion of the Guaranteed Maximum Price properly allocable to completed Work as determined by multiplying the percentage of completion of each portion of the Work by the share of the -- Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values. Pending final deterarmatiori o`foost to the Owner of changes in the Work, amounts not in dispute shall be included as provided in Section 7.3.9 of AlA Document A201-2007; :2 Add that portion of the Guaranteed Maximum Price properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the Work, or if approved in advance by the Owner, suitably stored off the site at a location agreed upon in writing; .3 Add file Construction Manager's Fee, less retainage of Five percent (5.0 %). The Construction Manager's Fee shall be computed upon the Cost of the Work at the rate stated in Section 5.2 or, if the Construction Manage's Fee is stated as a fixed sum in that Section, shall be an amount that bears the same ratio to that fixed -sum fee as the Cost of the Work bears to a reasonable estimate of the probable Cost of the Work upon its completion; .4 Subtract retainage of Five percent (5.0 %) firm that portion of the Work that the Construction Manager sel r-perfct ms; .5 Subtract the a l: -cc to of previous payments made by the Owner; .6 Subtract [lie shortfall, if any, indicated by the Construction Manager in the documentation required by Section 7.1.4 to substantiate prior Applications for Payment, or resulting fion1 errors subsequently discovered by the Owner's auditors in such documentation; and .7 Subtract amounts, if any, for which the Architect haswithheld or nullified a Certificate for Payment as provided in Section 9.5 of AIA Document A201-2007. AIA Document A133TM -2009 [formerly A1211OCMe-2003). Copyright ®1991. 2003 and 2009 by The American Institute of Architects. All rights reserved. Init., WARNING: This AIA- Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA° 14 Document, or any portion of it. may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. [ This document was produced by ALA software at 14:26.02 on 0711012014 under Order Ne.5591010955-1 which expires on 0312412015, and is not for resale. User No Les: (1163162952) § 7.1.8 The Owner and Construction Manager shall agree upon (1) a mutually acceptable procedure for review and approval ofpayments to Subcontractors and (2) thepercentage ofretainage held on Subcontracts, and the Construction .Manager shall execute subcontracts in accordance with those agreements. - § 7.0 Except with the Owner's prior approval, the Construction Manager shall not make advarimpayments to suppliers for materials or equipment which have not been delivered and stored at die site. - - § 7.1.10 In taking action on the Construction Manager's Applications for Payment, the Architect shall be. entitled to - •rely on the accuracy and completeness of the information famished by the Construction Manager and shall not be - deemed to represent that the Architect has made a detailed examination, audit or arithmetic verification of the documentation submitted in accordancewith Section 7.1.4 or other supporting data; that the Architect has made exhaustive a continudus.on-site inspections; or that the Architect has made examinations to ascertain how or for what purposes the Construction Manager has used amounts previously paid on account of the Contract. Such examinations, 'audits and verifications, if required by the Owner, will be performed by the Owner's auditors acting in the sole interest of the Owner, § 7.2 Final -Payment § 7.2.1 Final payment, constituting tine entire unpaid balance of the Contract Son, shall be made by the Owner to the Construction Manager when the Construction Manage has fully performed the Contract except for the Construction Manager's responsibility to correct Work as provided in Section 12.2.2 of AIA Document A201-2007, and to satisfy other requirements, if any, which extend beyond final payment; .2 the Constructiah.Managel- has submitted a final accounting for the Cost of the Work and a final Application for Payment, and .3 a final Certificate for Payment has been issued by the Architect. .. The Owner's final payment tothe Construction Manager shall be made no later than 30 days after the issuance of the Architect's final Certificate for Payment, or as follows: § 7.2.2 The Owner's auditors will review and report in writing on the Construction Manager's final accounting within 30 days after delivery of the final accounting to the Architect by the Construction Manager. Based upon such Cost of the Work as the Owner's auditors report to be substantiated by the Construction Manager's final accounting, and provided the other conditions of Section 7.2.1 have been met, the Architect will, within seven days girth receipt of the written report of the Owner's auditors, either issue to tine Owner a final Certificate for Payment with a copy to the Construction Manager, or notify the Construction Manager and Owner in writing of the Architect's reasons for withholding a certificate as provided in Section 9.5.1 of the AIA Document A201-2007. The time periods stated in this Section supersede those stated in Section 9.4.1 of the AIA Document A201-2007. The Architect is not responsible for verifying the accuracy of the Con311'Uetlnn Manager's final accounting. § 7.2.3 If the Owner's auditors report the Cost of the Work as substantiated by the Construction Manager's final accounting to be less than claimed by th a Construction Manager, tile Construction Manage shall he entitled to request mediation of the disputed amount without seeking an initial decision pursuant to Section 15.2 of A201-2007. A request for mediation shall be made by the Construction Manager within 30 days after the Construction Manager's receipt of a copy of the At final Certificate for Payment. Failure to request mediation within this 30-day period shall result in the substan listed amount reported by the Owner`s auditors becoming hinding on the Construction Manage. Pending a final resolution of the disputed amount, the Owner shall pay the COn$trnetiOr Manager the annount certified in the Architects final Certificate for Payment. § 7.2.4If. subsequent to final payment and at the Owner's request, the Construction Manager incurs costs described in Section 6.1.1 and not excluded by Section 6.8 to correct defective or nonconforming Work, the Owner shall reimburse the Construction Manage such costs and the Construction Managers Fee applicable thereto oil the same basis as if such costs had been incurred prig to final payment, but not in excess of the Guaranteed Maximum Price. I the Construction Manager has participated in savings as provided in Section 5 2.1, the amount of such savings shall be recalculated and appropriate credit given to the Owner in determining the net amount to be paid by the Owner to the Construction Manager. AIA Document A1337• - 2009 (formerly A121 i°CfAc— 2003). Copyright ®1991.2003 and 2009 by The American Institute of Architects. All rights reserved. Init. WARNING: This AleDocument is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA 15 one umenh or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced l AIA software at 14:26:02 on 07/10/2014 under Order No.5591010955 1 which expires on 03/2412015, and is not for resale. User Notes: (1163162952) ARTICLE 8 INSURANCE AND BONDS '.For:all phases of the Project, the Construction Manager and the Owner shall purchase and maintain insurance, and the 'Construction Manager shall provide bonds as set forth in Article 11 of AIA Document A201-2007. '(State banding requirements, if any, and limits of liabilityfor insurance required in Article 11 of AIA Document A20.1-2007.) - - Type of Insurance or Bond Limit of Liability or Bond Amount ($0 00) General Liability $1,000,000 Auto.Liability '` $1,000,000 Umbrella Liability $25,000,000 workei`$ Compensation Statutory Limits Payment a)id1Peribrimance Bond Equal to the Guaranteed Maximum Price RESOLUTION m the Owner and Construction Manager shall be resolved in accordance with the provisions ),and Article 15 of A201-2007. However, for Claims arising from or relating to the .Preconstruction Phase services, no decision by the Initial Decision Maker shall be required as i�mediation or binding dispute resolution, and Section 93 of this Agreement shell not apply. 9.2 For any, Claim -subject to, but not resolved by mediation pursuant to Section 25.3 of AIA Document A201-2007, the method•of binding dispute resolution shall be as follows: (Chec$ the appropriate box. If the Owner and Construction Manager do not select a method ofbinding dispute resolution belon v. or do not subsequently agree in tutting to a binding dispute resolution method other than litigation, Claims Ivill.be resolved by litigation in a court ofcompetent jurisdiction) - [. X J Arbitration pursuant to Section 15.4 of AIA Document A201-2007 [ J Litigation in a court of competent jurisdiction [ J Other: (Specify) § 9.39nitial Decision Maker I - I The Architect will serve as the Initial Decision Maker pursuant to Section 152 of AIA Document A201-2007 for Claims arisingfiTom or relating to the Construction Manager's Construction Phase services, wiless the parties appoint below another individual, not a party to the Agreement, to serve as the Initial Decision Maker. (!f the parties mmtuolly agree, insert the name, address and other contact information elfthe Initial Decision Maker, if other than the Architect.) ARTICLE 10 TERMINATION OR SUSPENSION § 10A Termination Prior to Establishment of the Guaranteed Maximum Price § 10.1.1 Prior to the execution of the GuaranteedMaximum Price Amendment, the Owner may terminate this Agreement upon not less than seven days written notice to'the Construction Manager for the Owner's convenience and without cause, and the Construction Manager may terminate this Agreement, upon not less than seven days' written notice to the Owner, for the reasons set forth in Section 14.1.1 of A201-2007. § 10.1.2 In the event of termination of this Agreement pursuant to Section 10.1.1, the CollSlrLict1011 Manager shall be equitably compensated for Preconstruction Phase act vices performed prior to receipt of a notice of termination. In no event shall the Construction Manager's compensation under this Section exceed the compensation set forth in Section 4.1. AIA Document A133-- 2009 (formerly A121 `"CMc - 2003). Copyright 01991, 2003 and 2009 by The American Institute of Architects. All rights rase matt. Init. WARNING: This AIAa Document is protected by U.S. Copyright Law and International Treaties. Unauthorae0 reproduction or distribution of this AIAo 16 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the taw. 1 This document was produced by AIA software at 14:26:02 on 07/10/2014 under Order No.5591010955 1 which expires on 0312412015, and is rot for resale. User Notes: (1163162952) § .10.1.3.If the Owner terminates the Contract pursuant to Section t 0.1.1 after the commencement of the Construction Phase but.prior to the execution of the Guaranteed Maximum Price Amendment, the Owner shall pay to the Construction Manager an amount calculated as follows, which amount shall be in addition to any compensation paid to the Construction Manager under Section 10.1.2: .1 Take the Cost of the Work incurred by the Construction Manager- to the date of termination; .2 Add the Construction Manager's Fee computed upon the Cost of the Work to the date of termination at . the rate stated u1 Section 5.1 or, if the Construction Manager's Fee is stated as a fixed sum in that Section, an amount that bears the sameratio tothat fixed -sum Fee as the Cost of the Work at the time of termination bears to a reasonable estimate of the probable Cost of the Work upon its completion; and .3 .. Subtract the aggregate of previous payments made by the Owner for Construction Phase services. _ - Ttie Owner shall also pay,.f n: Construction Manager fair compensation, either by purcbase or rental at the election of the'Owneq, for anyeri ptnent owned by the Construction Manager which the Owner elects to retain and which is not otherwise Included in the Cost.of the Work under Section 10.1.3.1. To the extent that the Omer elects to take legal assignment of subcontracts aiii purchase orders (including rental agreements), the Constructimn Manager shall, as a condition 9f reoerxnn7 the payin, cuts referred to in this Article 10, execute and deliver all such papers and take all such �. heps, ncludmgdiis IegaPtissigdment of such subcontracts and other contraemal rights ofthe Construction Manager, as the Owneic mayrequire forkfie;purpose offully vesting in [he Owner the rights and benefits of the Consh-uc[ion Manager .11 uch subcoihtmcts or purchase orders. All Subcontracts, purchase orders and rental agreements entered - into by the Construction Manager will contain provisions allowing for assignment to the Owner as described above. If the Ommer accepts assignment of subcontracts, purchase of or rental agreements as described above, the Owner will reimburse or indemnify the Construction Manager for all costs arising under- the subcontract, purchase order or I ental agreement, if those costs would have been reimbursable as Cost of the Work if the contract had not been terminated. If the Owner edlooses not to accept assignment of any subcontract, purchase order or rental agreement that would have constituted a Cost of the Work had this agreement not been terminated, the Construction Manager will terminate the subcontract, purchase order or rental agreement and the Owner wil I pay the Construction Manager the costs necessarily incurred by the Construction Manager because of such termination. § 10.2Termination Subsequent to Establishing Guaranteed Maximum Price Following execution of the Guaranteed Maximum Price Amendment and subject to the provisions of Section 10 2.1 and 10.2.2 below, the Contract may be terminated as provided in At 14 of AIA Document A201-2007. § 10.2.1 IftheOwner terminates the Contract after execution of the Guaranteed Maximum Price Amendment, the amount payable to the Construction Manager pursuant to Sections 14.2 and 14.4 of A201-2007 shall not exceed the amount the Construction Manager would otherwise have received pursuant to Sections 10.1.2 and 10.1.3 of this Agreement. § 10.2.2 If the Construction Manager terminates the Contract after execution of the Guaranteed Maximum Price Amendment, the amount.payable to the Construction Manager under Section 14.1.3 of A201-2007 shall not exceed the amount the Construction Manager would otherwise have received undo Sections 10.1.2 and 10.1.3 above,. § 10.3 Suspension The Work may be suspended by the Owner as provided in Article 14 of AIA Document A201-2007. In such case, the Guaranteed Maximum Price and Contract Time shall be increased as provided in Section 143.2 of AIA Document A201-2007, except that the term "profit" shall be Undestood to mean the Construction Manager's Fee as described in Sections 5.1 and 53.5 of this Agreement. _ ARTICLE 11 MISCELLANEOUS PROVISIONS § 11.1 Terms in this Agreement shall have the same meaning as those in A201-2007. § 11.20wnership and Use of Documents - Section 1.5 of A201-2007 shall apply to both the Preconstruction and Construction Phases. § 11.3 Governing Law Section 13.1 ofA201-2007 shall apply to both the Preconstruction and Construction Phases. AIA Document A1331P — 2009 (formedy A121-Cbtc-2003). Copyright ®1991, 2003 and 2009 by The American Institute of Architects. All rights reserved. Init.WARNING: This AIAs Document is protected by U.S. Copyright law and International Treaties. Unauthorized reproduction or distribution of this AIAo 17 Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:26:02 on 0]I1012014 under ONer No.5591010955 1 which expires on 0312412015, and is not for resale. User Notes: (1153162952) § 11.4Assignment The Owner and Construction Manage, respectively, bind themselves, their agents, successors, assigns and legal representatives to this Agreement. Neither the Owner nor the Construction Manager shall assign this Agreement withput the written consent of the other, except that the Owner may assign this Agreement to a lender providing - - finareing for the Project if the lender agrees to assume the Owner's rights and obligations under this Agreement. .Except,as provided in Section 13.2.2 ofA201-2007, neither party to the Contract shall assign the Contract as a whole withput written consent of dne other. If either party attempts to make such an assignment without such consent, that `party shall nevertheless remain legally responsible for all obligations under the Contract. .§'11.5 Othef,-prcvisions'� Whether stauotted at'dlepiojeot site or at the Construction Manager's office, the labor costs for actual hours spent working oirdus project, as defined in 6.2 for the project manager, project administrator, and/or project account antFuxgnneer;Slnall be included in the Cost of Work. ARTICLE 12 SCOP.E OF THE AGREEMENT ,§ 121 TlnsAgl eeme4St represents the entire and integrated agreement between the Owner and the Construction Managecand supecsctlegetjprirn negotiations, representations or agreements, either written or oral. This Agreement may tie. ame nded miy by written instrument signed by both Owner and Construction Manager. the following iiocumea Comprise the Agreement 1 AIA Document A:133-2009, Standard Form of Agreement Between Owner and Construction Manager asGonstructol' where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Matitirinurn.Price . 2 AIA Document A201-2007, General Conditions of the Contract for Construction AIA 'Dgemna,t.E201TM-2007, Digital Data Protocol Exhibit, if completed, or the following: .4 AIADocmnent E202TM-2008,Buildinginformation Modeling Protocol Exhibit, if completed, or the following:. tSS Otherdocuments'. -(List other �ofiuments, if any, formingpart of the Agreement) t This Agrlee/meent is entered into as of the day and year first written OWNER (Signature) CONSTRUCTION MANAG R (Signaarre Terri Trotter, Chiefof Operating Officer Matt Bodislnbaugh, Vice President (Printed name and title) (Printed name and title) AIA Document A133m — 2009 (formerly A121 v`CMC—2003). Copnr[gh181991. 2003 and 2009 by The American Institute of Architects. All rights reserved. [nit WARNING: This AIAa Document is protected by U.S. Copyright law and International Treaties. Unauthorized reproduction or distribution of this AIAO 18 Document, orany portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:26:02 on 0711012014 under Order 1,10.5591010955-1 which expires on D312412015, and is not for resale. User Notes: (1163162952) Additions and Deletions Report for AIA Document A133rM— 2009 This Additions and Deletions Report, as defined on page 1 of the associated document, reproduces below all text the author has added to the ;standard form AIA document in order to complete it, as well as any text the author may have added to or deleted from the original AIA text Added text is shown underlined. Deleted lentils indicated with a horizontal line through the original AIA text. Note: This Additions and Deletions Report is provided for information purposes only and is not Incorporated into orconstitute any part of the associated AIA document. This Additions and Deletions Report and its associated document were generated simultaneously by AIA software at l4:28:02 on O7ilO/2014. PAGE AGREEMENT made asof the First day of Avril in the year Two Thousand Fourteen Walton Arts Center - PO Box 3547 Favetteville. A.R72702 -- CDI Contractors: LLC PO Box 9447. Favetteville. AR 7-7703 Walton Arts Center 495 W. Dickson Street Favetteville. AR 72701 Boora Architects Inc 720 S.W. Washineton Street. Suite 800 Portland, OR 97205 Terri Trotter Chief Operating Officer Walton Arts Center PO Box 3547 Favetteville. AR 72702 ttrottei Ov.wal(onartscenter.oi a Matt Bodishbaugh Vice President CDl Contractors. LLC PO Box 9447 Favetteville. AR 77703 Additions and Deletions Report for AIA Document A1331O - 2009Iformerly A121'"C14c -2003). Copyright @ 1991. 2003and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AIA° Document, orany portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced byAlA software at 14:25:02 on 07/1012014 under Order No.5591010955_1 which expires on 0312412015. and is not for resale. User Notes: (1163162952) mbodishbaughfatcdi con.com PAGE Jim Harold . _ .... Project Manager I Project Architect Boom Architects. Inc. 720 S.W. Washington Street. Suite 800 Portland, OR 97205 Haeold(aaBOORA.com ; PAGE § 3.1.1 The Ownershall provile'information with reasonable promptness, regarding requirements for and limitations on the Project, inchiding a written program which shall set forth the Owner's objectives, constraints, and criteria, including schodiile, space requirements and relationships, flexibility and expandability, special equipment, systetxs, Systems sustainabilityandsite requiremmts. PAGES advance of aece tin_ the GM? Proposal. the Owner shall pay the Construction Manager 135.000 as full and final Payment for oreconstruction. §4.1.3 if thePreconstruction Phase services covered by this Agreement have not been completed within Twelve (12 ) months of the date of this. Agreement, through no fault of the Construction Manager, the Construction Manager's compensation for Preconstruction Phase services shall be equitably adjusted. PAGE § 4.2.2 Payments are due and payable upon presentation of the Construction Manager's invoice. Amounts unpaid Thirty (30) days after the invoice date shall bear interest at the rate entered below, or in the absence thereof at the legal rate prevailing fion1 time to time at the principal place of business of the Construction Manager. Shall be a )unto sum amount equal to 4 50°/ of the Cost of Work contained in the aooroved GLiaranteed Maximum Price. The Construction Manager's fee on chanties in the work shall be 4.50 % of the Cost of Work contained in the chamite. Additions and Deletions Report for AIA Document A133`" - 2009 (formerly Al2l^ CMc-2003). CopyH9hi Ol991, 2003 and 2009 by The American Institute of Architects. All rights reserved. WARNING: This AIAe Document is protected by US. copyright Law and International Treaties. Unauthorized 2 reproduction or distribution of this AIAe Document, or any portion of it, chairman It In severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 14:26:02 on 07/1012014 under Order No.5591019955_1 which expires on 0312412015, and is not for resale. User Notes: (1163162952) § 5.1.4 Rental rates for Construction Manager -owned equipment shall not exceed Eighty Five percent (85 %) ofthe Published AED 0iiipmentrental rate for Fayetteville. AR. or One Hundred Percent(100%) of the standard rate paid at the place of the Project. PAGE 10 Any cost savings beneath the GMP shall be distributed Seventy Five percent (75%) to the Owner and Twenty Five Percent (25%a1 to the:Cor stiuction Managed. PAGE 13 ..8 . Costs for services incurred during the Preconst uction Phase:Phase that exceeds $35.000. PAGE,14�. § 7A.3 2rovided.that an Application for Payment is received by the Architect not later than the First day of a month, the Owner shall make paymentofdle certified amount tothe Construction Manager not later thanthe 15th dayofthe same':-fr ii: If an Applicationfor Payment is received by the Architect after the application date fixed above, payment Shall be made by the: Owner not later than Fifteen (15 )days afterthe Architect receives the Application for Payment.- . .3 Add the Construction Manager's Fee, less retainage of Five pei call ( 5,0 %). The Construction Manager's Fee shall be computed upon the Cost of the Work at the rate stated in Section 5.1 or, if the Construction Manager's Fee is stated as a fixed sum in that Section, shall be an amount that bears the same ratio to that fixed -sum fee as the Cost of the Work bears to a reasonable estimate of the probable Cost of the Work upon its completion; .4 Subtract retainage, of Five percent (5.0 %) from that portion of the Work that the Construction Manager self-peifomts; . PAGE 16 :General Liability $L000.000 Auto Liabi l ity $1.000.000 Umbrella Liability $25.000.000 Workers Compensation Statutory Limits Payment and Performance Bond Equal to the Guaranteed Maximum Price [ X j Arbitration pm suant to Section 15.4 of A]A Document A201-2007 PAGE 17 § 10.2.2 If the Consnuction Manager terminates the Contract after execution otthe Guaranteed Maximum Price Amendment, the amount payable to the Construction Manager Under Section 14.1.3 of A201-2007 shall not exceed the amount the Construction Manager would otherwise have received under Sections 10.12 and 10.1-3oke�'e-exeepF nee_ G_.tiNTea- .._._`_,,.._ c_.,:s e en{eakited-SS-i-Fthe VForkljad-b„- `.���on',�retemFiy-theEenstrUtetiea T rin nageiz. atilizing, as n _ .ca-ammwcab e f .. r..A above PAGE 18 Additions and Deletions Report for AIA Document A133'n— 2009 (formerly A121-CMG — 2003). Copyright ®1991, 2003 and 2009 by The American Institute of Architects. Alt rights reserved. WARNING: This AIA° Document is protected by U.S. copyright Law and International Treaties. Unauthorized 3 reproduction or distribution of this AIA® Document, orany portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA sclbxare at 14:26:02 on 07/10/2014 under Omer No.5591010955_1 which expires on 03124/2015. and is not for resale. User Notes: (1163162952) Matt Bodishbaueh. Vice President Additions and Deletions Report for AIA Document A133"— 2009 (formerly A1211"CMc-2003). Copyright ®1991, 2003 and 2009 by The American Institute ol'Architecls. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright Law and Intematipnal Treaties. Unauthorized 4 reproduction or distribution of this AIAa Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by ALA software at 14:26:02 on 071IM014 urMer Order No.5591010955_1 which expires on 0312,U2015, and is not for resale. User Notes: (1163162952) .-certification of Document's Authenticity AfAQ Document D401T" —2003 I Mlririda Polston, hereby certify, to the best of my knowledge, information and belief, that l created the attached final document simultaneously with its associated Additions and Deletions Report and this certification at 14:26:02 on 07110/2014 under Order No. 55910109551 fi-om AIA Contract Documents software and that in preparing the ' attached final document I made no changes to the original text of AIA® Document A133T"a — 2009, Standard Form of ,Agreement Between Owner and Construction Manager as Constructor where the basis of payment is the Cost of the Work Plus a F.ee with a Guaranteed Maximum Price, as published by the AIA in its software, other than those tidditions and deletions shown in the associated Additions and Deletions Report. �I A fie= (Title) (Doted) 1 AIA Document 0401- —2003. Copyright@ 1992 and 2003 by The American Institute of Architects. All rights reserved. WARNING: This AIA° Document is protected by U.S. Copyright law and International Treaties. Unauthorized reproduction or distribution of this Abra Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum extent possible under the law. This document was produced by AIA software at 1426:02 on 07/10/2014 under Order 1,10.5591010955_1 which expires on 0312412015, and Is not for resale. User Notes: (1163162952) :. ` ®flCUii'iettt G701r" _ 2001 Change Order PROJECT (Viuieovui ✓.tLv CHANGE ORDER NUMBER:0iO'VAINER® Wal!o:: Aas Ctniel DATE: reh;vurf )019 ARCHITECT. 495 \l'. Dick+or. last Fayetmci ll c, AR'i-P:1 TO CONTRACTOR'ner'�..:rd !:DI Cnmraul.ir , I I t r'O ilox 9447 ARCHRECr•5 PROJECT NUMBER: CONTRACT DATE: And' 1. 2014 CONTRACT FOR: Oencral (inlsigphon CONTRACTOR F I FIE-0 [; OTHER'. THE CONTRACT IS CHANGED AS FOLLOWS 0whick ! Vl¢rs a 1 :t. n..i u. ; !x.r A( •r-v5 .r: r (.'u.00t r. (ruc,G N. u It-nrr r,uc Ot rvt JL!a\f n .itc IliL1F11 pmai lu.. '+..ch.Jju tdl..nua . 2i201D r tladlr.. ell ahachmevts. seopo redwaiun<, svupc.bpngd±, el'owanct:s ao i nra:. 2davt;on x1};:�xn.'cs. 1 b< original (-omrircr Swe S %5, 000i011 Ih- a %ran ml 'r ret'i-rlricr: S 0.00 ?.I,coi.ireu lwntinr.r., ms Clii'W_"1"1•s 7i:. I'n.ira: Sur l .:zit c l s ( I)-d r i .he u : nl,;t of 'a ! 5'"1, 39.00 1'Ix r:mv i.:mt.r a, Jut! >. h ll, I'll'(.:en l RJO _. li ht. S 1 i,9bo=439.0 the Cmitlact lime o.lii i.r n;uc=tied b- /rnr Ur! J:u.. The &a- A inh.;u d u L .rn p a1 , :lot J.;c tr h:• l'I ()•r dtev n' r' Nl semncr 1. 291t.. NOTE: lh,r i hana,)r:u :i::r1:r..ur:.c'r>III .::et',..raer4n. t:nlrau limc nr(1_arm'lccd IM La .nri".aich n.,. r to r,:ior /'.' by C on''tp.lt : l': an.,c U r_... C iiad hc r• „a.*J tint_ n•lty L. - tgrecd - p,,Il by both rh V i ss'V, In h','I ca..c .: h tz.. r.r..::'_. ,_.;:_J: 'ns ;.-.c P, Cur:- cir..r l.I1P.11{C11 NOT VALID UNTIL SIGNED BY THE ARCHITECT, CONTRACTOR AND OWNER, Huorr A.r hitect;. I=c !N C:!rl;5 too;. !' V, ,;\nsCr:::- ARCHITECT .. ,r. .:,.. CONTRACTOR : OWNER S;l &'a egtn.: Slr:,.. Suite SO Poniard. OR 9;'_Ci MIQSS �y r BY (S k I"I"") hl i�eti:.i ieY 1 ...._, 02.03,1, DATE Pn Hu ! AOD ES ll:rn IS,2ti!sh':a::fh 2a D 1a 2ot5 DATE d':5 %,k l)12R+Cp Z/3/I$' DATE AA Dacemert G%01`-2001 -v.S-_3 ,r_,� :._+c 'L �!- ^ kl�i!ecls. All rights raservetl•V Dorumant is protected oy U.S. Copytiylat caw and mtornadanal Trestles. Unauthorized repm?uctlod or distribution of this AIA' portion of It, may mink it se^.ant civil and cmarnal papal ies. and will Ile proseoned to the maximum extent possible under In, Jri ` r� n_i^1a _ .J r... ..0 Y v.' 5_ 'M1 ii G:fuS.: 1., fi_ ...o dIs^01.W '=3:e Us_, Nd.ea'. umenc oe any Th s 4 '�(/2e,� �°1 apes MEMORANDUM OF UNDERSTANDING The City of Fayetteville, the Walton Arts Center Council, Inc., CDI Contractors, L.L.C., and Boora Architects, Inc. agree as follows: Parties to this Memorandum of Understanding A. CDI Contractors, L.L.C. has been selected as Construction Manager/Contractor for the Walton Arts Center Expansion and Enhancement Project and has entered into a 19.page AIA Contract (attached as Exhibit A to this Memorandum of Understanding) with the Walton Arts Center on April 1, 2014. B. Boora Architects, Inc. has been selected as Architect for the Walton Arts Center Expansion and Enhancement Project and will serve as such during the design and construction of this project. C. The Walton Arts Center as authorized by the Walton Arts Center Council, Inc. has entered into a 19 page AIA Contract with CDI Contractors, L.L.C. on April 1, 2014 as the "Owner" and primary funder of the costs of the Walton Arts Center Expansion and Enhancement Project which is anticipated to cost around $16 million. D. On February 3, 2015, CDI Contractors, LLC; Boora Architects, Inc. and the Walton Arts Center agreed to a change order which established the final complete cost of the construction of the Walton Arts Center Expansion and Enhancement Project at $15,986.439.00. (This is attached as Exhibit B to this Memorandum of Understanding.) This figure may be subject to change by future change orders and other contingencies. The date of Substantial Completion is November 1, 2016. E. The City of Fayetteville jointly owns the property with the University of Arkansas upon which the Walton Arts Center sits and will be expanded and enhanced. The citizens of Fayetteville voted to authorize the City Council to issue bonds supported by the City's one cent Hotel, Motel and Restaurant tax (which is otherwise designated for the Advertising and Promotion Commission) to partially fund a portion of the Walton Arts 1 Center Expansion and Enhancement Project. The City Council issued these 2014 HMR Bonds which generated funds that can be used for the Walton Arts Center Expansion and Enhancement Project by the City of Fayetteville. Agreement to designate and use the 2014 HMR Bond funds for the Walton Arts Center Expansion and Enhancement Project 1. All parties agree and acknowledge that all funds derived from the City's sale of the Hotel, Motel and Restaurant Gross Receipts Tax and Tourism Revenue Capital Improvement and Refunding Bonds Series 2014 (hereinafter "2014 HMR Bonds') may only be spent or used for purposes authorized by the City voters and applicable state law. 2. All parties agree that the City of Fayetteville has the right to ensure that all of its bond revenues shall be applied to costs associated with the site and structural improvements for the Walton Arts Center lobby and Starr Theater, the back staging area of main theater, lobby restrooms and electrical and HVAC infrastructure enhancements. 3. The City of Fayetteville agrees to use not to exceed $6,323,515.00 for construction and other necessary costs of the Walton Arts Center Expansion and Enhancement Project which are legally eligible for such funding. 4. The Walton Arts Center, the Walton Arts Center Council, Inc., CDI Contractors, L.L.C. and Boora Architects, Inc. agree and acknowledge that the City of Fayetteville has no further responsibility nor liability for costs or the completion of any construction or other contract concerning the Walton Arts Center Expansion and Enhancement Project beyond the expenditures noted in paragraph 3. 5. The Walton Arts Center Council, Inc. and the Walton Arts Center agree to prominently recognize the Citizens of Fayetteville in conjunction with all of the other major donors to the project. It will be consistent with all other gift recognition and is in honor of the citizens and taxpayers of Fayetteville for their over $7 million investment for the Walton Arts Center Expansion and Enhancement Project of 2015-2016. The recognition design plan indicates two points of recognition for the Citizens with each in 2 the largest font. One will feature the Citizens of Fayetteville prominently in the "recognition wall" which will be displayed in the main lobby. The second will list the Citizens of Fayetteville as part of a smaller group of major contributors. This will be near a light sculpture in the main lobby to honor those major contributors. A bronze construction marker will be mounted on the building listing City of Fayetteville elected officials, members of the Walton Arts Center Council, and noting the completion date of the project. 6. Pursuant to paragraph 1.2 of the AIA Document 133-2009 which was the "Standard Form Agreement" signed by the Walton Arts Center and CDI Contractors, Inc.: "All parties acknowledge that the City of Fayetteville is contributing approximately $6.5 million of public bond proceeds towards the cost of this project. As such, the City of Fayetteville may become a co -signatory Owner on this contract and/or require separate Schedule of Values, Pay Application, and cost allocation for this portion of the project being paid by the bond proceeds. The specific terms of the City role and accounting requirements shall be further defined at time of the Construction Phase cost GMP change order outlined in Article 2.2." 7. All parties to this Memorandum of Understanding agree and acknowledge that the City of Fayetteville may exercise its rights enumerated in the above quoted language prior to expending proceeds from the 2014 HMR Bonds on the Walton Arts Center Expansion and Enhancement Project. 8. All of the parties acknowledge that the City of Fayetteville is a Third Party Beneficiary of any and all Contracts for design or construction of the Walton Arts Center Expansion and Enhancement Project upon and to the extent of its investment and payment of the proceeds of the 2014 HMR Bonds and that it may require a separate Schedule of Values, Pay Application and cost allocation for portions of the project being paid fully or partially by 2014 HMR Bond revenue. 3 In Agreement with all terms, conditions and promises of this Memorandum of Understanding, the parties below sign on the date indicated after receiving proper authority from their governing boards. CITY OF F YETTEVIL WALTON ARTS CENTER ARKAN' S COUNCIL, INC. _ y:. _ _ io eId Jor n, yor _ ore ee, airman ATTEST: C�I-11 -U``ee��F;6•�tY" 1 IrFtV/'z%?RK TR�r��dra �EyS4dm/ixth!! City Clerk \S Y Oc, I'Date✓7CD � s r ..,', ®v,��T✓G TO N ��1uunu»8I CO A S L.L.C. Matt Bodishbaugh Witness: vwkak�- Date: 3. d 3• 19% 5 _ Witness:, Date: �f a 3 Zvi BOOR�jAAR ECTS,INC. By: Michael Tingley, Project ' ar Witness: �L= - Date: RECEIVED MAR 16 Z015 NORTHWEST ARKANSAS CITY F FAYE T FILE Democrat 11�hAZjC to F.O. BOX. 1G07, F(�YETTEVILLE, AR. 72702 • 479-442-1700 •FAX: 479-695-1i1II = VV NW.NbVRUG.GOP1 AFFIDAVIT OF PUBLICATION I, Karen Cater, do solemnly swear that I am the Legal Clerk of the Northwest Arkansas Democrat Gazette, printed and published in Washington and Benton County, Arkansas, and of bona fide circulation, that from my own personal knowledge and reference to the files of said publication, the advertisement of: CITY OF FAYETTEVILLE Ord. 5755 Was inserted in the Northwest Arkansas Democrat Gazette on: March 12, 2015 Publication Charges: $ 142.67 Karen Caler Subscribed and sw rn to before me This I3 day oq a ,2015. &Vt, I Aw( e-. Notary Public My Commission Expires: Z/74c 2y **NOTE** Please do not pay om Affidavit. nvoice wt a sect . LATHY WILES Arkansas - Benton County Notary Public - Comm# 12397118 My Commission Expires Feb 20, 2024